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KPIT Technologies Ltd Regulatory Filings 2023
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Regulatory Filings
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August 30, 2023
BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400001.
Scrip ID: KPITTECH Scrip Code: 542651
Kind Attn: The Manager, Department of Corporate Services National Stock Exchange of India Ltd.,
Exchange Plaza, C/1, G Block, Bandra - Kurla Complex, Bandra (E), Mumbai – 400051.
Symbol: KPITTECH Series: EQ
Kind Attn: The Manager, Listing Department
- Subject: Voting Results of the 6th Annual General Meeting ('AGM') of KPIT Technologies Limited ('the Company').
- Reference: Regulations 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations').
Dear Sir / Madam,
The 6th AGM of the Company was held on Tuesday, August 29, 2023 through Video Conferencing/Other Audio-Visual Means, to transact the following business as stated in the Notice convening the AGM which have been passed with requisite majority:
| Sr. No. |
Description of Resolutions | Nature of resolution Ordinary/Special |
|---|---|---|
| 1 | To receive, consider and adopt the Audited Financial Statements for the financial year ended March 31, 2023, together with the reports of the Auditors and the Board of Directors thereon. |
Ordinary Resolution |
| 2 | To receive, consider and adopt the Audited Consolidated Financial Statements for the financial year ended March 31, 2023, together with the report of the Auditors thereon. |
Ordinary Resolution |
| 3 | To declare final dividend for the financial year ended March 31, 2023.The Board has recommended final dividend at ₹ 2.65/- per equity share of ₹ 10/- each (at 26.50%) in addition to Interim Dividend paid at ₹ 1.45/- per equity share of ₹ 10/- each (at 14.50%) |
Ordinary Resolution |
| 4 | To appoint a director in place of Mr. Kishor Patil (DIN: 00076190) who retires by rotation and being eligible, offers himself for reappointment. |
Ordinary Resolution |
| 5 | To reappoint M/s. BSR & Co. LLP, Chartered Accountants, Pune (FRN 101248W/W-100022) as Statutory Auditors of the Company from the conclusion of 6th Annual General Meeting to be held in the year 2023 till the conclusion of the 11th Annual General Meeting to be held in the year 2028. |
Ordinary Resolution |
- O +91 20 6770 6000
- E [email protected]
- W kpit.com
| 6 | To reappoint Mr. Anant Talaulicar, as an Independent Director, not liable to retire by rotation, for a second term of five years with effect from January 16, 2024 to January 15, 2029. |
Special Resolution |
|---|---|---|
| 7 | To reappoint Prof. Alberto Sangiovanni Vincentelli, as Independent Director, not liable to retire by rotation, for a second term of three years with effect from January 16, 2024 to January 15, 2027. |
Special Resolution |
| 8 | To reappoint Mr. B V R Subbu, as Independent Director, not liable to retire by rotation, for a second term of two years with effect from January 16, 2024 to January 15, 2026. |
Special Resolution |
| 9 | To appoint Mr. Srinath Batni, as Independent Director, not liable to retire by rotation, for a period of five years with effect from July 25, 2023 to July 24, 2028. |
Special Resolution |
| 10 | To reappoint Mr. Kishor Patil as CEO & Managing Director of the Company for a further period of five years with effect from January 16, 2024 to January 15, 2029. |
Ordinary Resolution |
| 11 | To reappoint Mr. Sachin Tikekar as Joint Managing Director (Whole-time) of the Company, for a further period of five years with effect from January 16, 2024 to January 15, 2029. |
Ordinary Resolution |
| 12 | To appoint Ms. Jayada Pandit, a relative of Directors of the Company, to hold an office or place of profit in the Company with effect from August 29, 2023. |
Ordinary Resolution |
In this regard, please find enclosed the following:
- 1) Voting results of the business transacted at the AGM, as required under Regulation 44(3) of the Listing Regulations.
- 2) The Scrutinizer's Report dated August 30, 2023, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, each as amended.
The Voting Results along with the Scrutinizer's Report will be made available on the Company's website at www.kpit.com and on the website of National Securities Depository Limited (NSDL) at https://www.evoting.nsdl.com.
Request you to take note of the same.
Thanking you.
Yours faithfully,
For KPIT Technologies Limited
DESHPANDE NIDA YUNUS
Digitally signed by DESHPANDE NIDA YUNUS Date: 2023.08.30 18:34:24 +05'30'
Nida Deshpande Company Secretary & Compliance Officer
Encl:- as above
O +91 20 6770 6000 E [email protected] W kpit.com
Jayavant B.Bhave
B.Com. LL.B. Dip.lRPM,FCS J, IJ. !Jhaue & Co
Company Secretaries
Office: Flat No. 9, Karan Aniket, Plot No. 37, Shri Varanasi Co-op Soc. Ltd Off Banglore-Mumbai Bye Pass, Behind Atul Nagar, Warje, Pune 411 058. Ph. : +91 020 - 25204357/59, E-mail : [email protected]
August 30, 2023
To,
Ms. Nida Deshpande Company Secretary KPIT Technologies Limited Plot No. 17, Rajiv Gandhi lnfotech Park, MIDC-SEZ, Phase-Ill, Maan, Taluka-Mulshi, Hinjawadi, Pune- 411057, Maharashtra, India
Subject: Voting results as per Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations")
Dear Ms. Nida Deshpande,
In pursuance of the Regulation 44(3) of SEBI (LODR) Regulations, I hereby submit the voting results for Sixth Annual General Meeting ("AGM") held on Tuesday, Augl)st 29, 2023 at 03:00 P.M. {1ST) t hrough Video Conference/Other Audio-Visual Means ("VC/OA\/M") facility.
The results of each of the resolution proposed in the AGM are annexed herewith.
You are requested to take the same on record and acknowledge.
Thanking you.
For J. B. Shave & Co. Company Secretaries
Company Secretary in Whole-time Practice FCS: 4266 CP: 3068 Scrutinizer appointed by the Board of Directors to conduct the Voting process for Sixth AGM of the Company.
| KPIT TECHNOLOGIES LIMITED | |
|---|---|
| Date of the AGM/EGM | 29-08-2023 |
| Total number of shareholders on record date | 491998 |
| No. of shareholders present in the meeting either in person or | |
| Promoters and Promoter Group: | Not Applicable |
| Public: | Not Applicable |
| No. of Shareholders attended the meeting through Video | |
| Promoters and Promoter Group: | |
| Public: | 83 |
| Resolution No. | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Resolution ® | ORDINARY - To receive, consider and adopt the Audited Financial Statements for the financial year ended March 31, 2023, together with the reports of the Auditors and | |||||||||
| required: | the Board of Directors thereon. | |||||||||
| (Ordinary/ | ||||||||||
| Special) | ||||||||||
| Whether | No | |||||||||
| promoter/ | ||||||||||
| promoter group | ||||||||||
| are interested in | ||||||||||
| the | ||||||||||
| agenda/resoluti | ||||||||||
| on? | ||||||||||
| Category | Mode of Voting | No. of shares No. of votes | % of Votes | No. of Votes | No. of Votes | % of Votes in % of Votes | Votes Invalid | Votes | ||
| held (1) | polled (2) | Polled on | - in favour | $-$ against $(5)$ | favour on | against on | Abstained | |||
| outstanding | (4) | votes polled | votes polled | |||||||
| shares | $(6)=[(4)/(2)]*1$ | $(7)=[(5)/(2)]*1$ | ||||||||
| $(3)=[(2)/(1)]^*$ | 100 | 00 | ||||||||
| 100 | ||||||||||
| E-voting | 108214805 | 100.0000 | 108214805 | 0 | 100.0000 | 0.0000 | $\Omega$ | |||
| Promoter and | Poll | 108214805 | 0.0000 | $\Omega$ | 0 | 0.0000 | 0.0000 | O | ||
| Promoter Group Postal Ballot(if applicable) | 0.0000 | $\Omega$ | 0.0000 | 0.0000 | O | |||||
| Total | 108214805 | 108214805 | 100.0000 | 108214805 | $\mathbf{0}$ | 100.0000 | 0.0000 | 0 | ||
| E-voting | 76422733 | 77.6510 | 76422733 | 0 | 100,0000 | 0.0000 | $\Omega$ | |||
| Public | Poll | 98418208 | 0.0000 | 0 | 0.0000 | 0.0000 | n | |||
| Institutions | Postal Ballot(if applicable) | 0.0000 | $\Omega$ | 0.0000 | 0.0000 | |||||
| Total | 98418208 | 76422733 | 77.6510 | 76422733 | n | 100,0000 | 0.0000 | |||
| Public Non- Institutions |
E-voting | 4478283 | 6.6334 | 4477834 | 449 | 99,9900 | 0.0100 | $\Omega$ | ||
| Poll | 67510795 | 0.0000 | $\mathbf{0}$ | 0.0000 | 0.0000 | 0 | ||||
| Postal Ballot(if applicable) | 0.0000 | 0.0000 | 0.0000 | 0 | ||||||
| Total | 67510795 | 4478283 | 6.6334 | 4477834 | 449 | 99.9900 | 0.0100 | 0 | ||
| Total | 274143808 | 189115821 | 68.9842 | 189115372 | 449 | 99.9998 | 0.0002 | $\mathbf{0}$ |
| KPIT TECHNOLOGIES LIMITED |
|---|
| Resolution No. 2 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary/ Soecial) |
ORDINARY - thereon. |
To receive, consider and adopt the Audited Consolidated Financial Statements for the financial year ended March 31 | , 2023, together with the report of the Auditors | ||||||||
| Whether promoter/ promoter group are interested in the agenda/resoluti on? |
No | ||||||||||
| Category | Mode of Voting | No. of shares No. of votes held (1) |
polled (2) | % of Votes Polled on outstanding shares (3)=[(2)/(1 )]* 1100 |
No. of Votes - in favour (4) |
No. of Votes - against (5) |
% of Votes in % of Votes favour on votes polled 0 |
against on votes polled (6)=((4)/(2))10 (7)=((5)/(2)]10 0 |
Votes Invalid | Votes Abstained |
|
| Promoter and E-votin_g | 108214805 | 100.0000 | 108214805 | 0 | 100.0000 | 0.0000 | 0 | 0 | |||
| Promoter | Poll | 108214805 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | 0 | 0 | |
| Group | Postal Ballot(if applicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | 0 | 0 | ||
| Total | 108214805 | 108214805 | 100.0000 | 108214805 | 0 | 100.0000 | 0.0000 | 0 | 0 | ||
| E-voting | 76422733 | 77.6510 | 76422733 | 0 | 100.0000 | 0.0000 | 0 | 0 | |||
| Public | Poll | 98418208 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | 0 | 0 | |
| Institutions | Postal Ballot(if aoolicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | 0 | 0 | ||
| Total | 98418208 | 76422733 | 77.6510 | 76422733 | 0 | 100.0000 | 0.0000 | 0 | 0 | ||
| E-voting | 4478003 | 6.6330 | 4477444 | 559 | 99.9875 | 0.0125 | 0 | 0 | |||
| Public Non- | Poll | 67510795 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | 0 | 0 | |
| Institutions Postal Ballot(if aoolicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | 0 | 0 | |||
| Total | 67510795 | 4478003 | 6.6330 | 4477444 | 559 | 99.9875 | 0.0125 | 0 | 0 | ||
| Total | 274143808 | 189115541 | 68.9841 | 189114982 | 559 | 99.9997 | 0.0003 | 0 | 0 |
| KPIT TECHNOLOGIES LIMITED | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Date of the AGM/EGM | 29-08-2023 | |||||||||
| Total number of shareholders on record date | 491998 | |||||||||
| No. of shareholders present in the meeting either in person or | ||||||||||
| Promoters and Promoter Group: | Not Applicable | |||||||||
| Public: | Not Applicable | |||||||||
| No. of Shareholders attended the meeting through Video | ||||||||||
| Promoters and Promoter Group: | 13 | |||||||||
| Public: | 83 | |||||||||
| Resolution No. | 3 | |||||||||
| Resolution | ORDINARY - To declare final dividend for the financial year ended March 31, 2023. | |||||||||
| required: | ||||||||||
| (Ordinary/ | ||||||||||
| Special) | ||||||||||
| Whether | No | |||||||||
| promoter/ | ||||||||||
| promoter group | ||||||||||
| are interested | ||||||||||
| in the | ||||||||||
| agenda/resoluti | ||||||||||
| lon? | ||||||||||
| Category | Mode of Voting | No. of shares | No. of votes | % of Votes | No. of Votes - | No. of Votes - | % of Votes in | % of Votes | Votes Invalid | Votes |
| held $(1)$ | polled (2) | Polled on | in favour (4) | against (5) | favour on | against on | Abstained | |||
| outstanding | votes polled | votes polled | ||||||||
| shares | $(6)=[(4)/(2)]*10$ | $(7)=[(5)/(2)]*10$ | ||||||||
| $(3)=[(2)/(1)]^*$ | ||||||||||
| 100 | $\overline{0}$ | |||||||||
| Promoter and | E-voting | 108214805 | 100.0000 | 108214805 | $\Omega$ | 100.0000 | 0.0000 | |||
| Promoter | Poll | 108214805 | $\Omega$ | 0.0000 | $\Omega$ | $\Omega$ | 0.0000 | 0.0000 | $\overline{0}$ | |
| Group | Postal Ballot(if applicable) | $\Omega$ | 0.0000 | $\Omega$ | $\Omega$ | 0.0000 | 0.0000 | $\overline{0}$ | ||
| Total | 108214805 | 108214805 | 100,0000 | 108214805 | 0 | 100.0000 | 0.0000 | $\mathbf{0}$ | ||
| E-voting | 77348497 | 78.5917 | 77348497 | $\mathbf{0}$ | 100.0000 | 0.0000 | $\overline{0}$ | |||
| Public | Poll | 98418208 | 0 | 0.0000 | $\Omega$ | $\mathbf{0}$ | 0.0000 | 0.0000 | $\overline{0}$ | |
| Institutions | Postal Ballot(if applicable) | $\Omega$ | 0.0000 | $\Omega$ | $\Omega$ | 0.0000 | 0.0000 | $\overline{0}$ | ||
| Total | 98418208 | 77348497 | 78.5917 | 77348497 | $\Omega$ | 100.0000 | 0.0000 | $\mathbf{0}$ | ||
| E-voting | 8964040 | 13.2779 | 8963566 | 474 | 99.9947 | 0.0053 | $\overline{0}$ | |||
| Public Non- | Poll | 67510795 | 0 | 0.0000 | $\mathbf{0}$ | $\circ$ | 0.0000 | 0.0000 | $\overline{0}$ | |
| $\Omega$ | $\Omega$ | $\overline{0}$ | ||||||||
| Institutions | Postal Ballot(if applicable) | 0.0000 | $\Omega$ | 0.0000 | 0.0000 | |||||
| Total | 67510795 | 8964040 | 13.2779 | 8963566 | 474 | 99.9947 | 0.0053 | $\bf{0}$ | ||
| Total | 274143808 | 194527342 | 70.9581 | 194526868 | 474 | 99.9998 | 0.0002 | $\overline{0}$ |
| KPIT TECHNOLOGIES LIMITED | |||
|---|---|---|---|
| Resolution No. 4 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| ORDINARY - | |||||||||
| Yes promoter group are interested agenda/resoluti |
|||||||||
| Mode of Voting | held (1) | polled (2) | % of Votes Polled on outstanding shares (3)=1(2)/(1 )]* |
No. of Votes - in favour (4) |
No. of Votes - against (5) |
favour on votes polled 0 |
against on votes polled 0 |
Abstained | |
| 0 | |||||||||
| Poll | 0 | ||||||||
| Postal Ballot(if aoolicablel | 0 | ||||||||
| 0 | |||||||||
| 0 | |||||||||
| 0 | |||||||||
| 0 | |||||||||
| 0 | |||||||||
| 0 | |||||||||
| 0 | |||||||||
| 0 | |||||||||
| 0 0 |
|||||||||
| Promoter and E-voting Total E-votin_g Poll Postal Ballot{if aoolicable) Total E-voting Poll Institutions Postal Ballot{if applicable) Total |
No. of shares No. of votes 108214805 108214805 98418208 98418208 67510795 67510795 274143808 |
1100 94752870 0 0 108214805 74766494 0 0 77348497 8900309 0 0 8964040 178419673 |
87.5600 0.0000 0.0000 87.5600 75.9682 0.0000 0.0000 75.9682 13.1835 0.0000 0.0000 13.2779 65.0825 |
94752870 0 0 108214805 74200637 0 0 74200637 8896411 0 0 8896411 177849918 |
0 0 0 0 565857 0 0 565857 3898 0 0 3898 569755 |
% of Votes in % of Votes 100.0000 0.0000 00000 100.0000 100.0000 0.0000 0.0000 99.2432 99.9562 0.0000 0.0000 99.9562 99.6807 |
To appoint a director in place of Mr. Kishor Patil (DIN: 00076190) who retires by rotation and being eligible, offers himselffor reappointment. Votes Invalid Votes (6)=1(4)/(2))10 (7}=1( 5)/(2))10 0.0000 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0 0.7568 0 0.0438 0 0.0000 0 0.0000 0 0.0438 0 0.3193 0 |
| KPIT TECHNOLOGIES LIMITED | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Date of the AGM/EGM | 29-08-2023 | |||||||||
| Total number of shareholders on record date | 491998 | |||||||||
| No. of shareholders present in the meeting either in person or | ||||||||||
| Promoters and Promoter Group: | Not Applicable | |||||||||
| Public: | Not Applicable | |||||||||
| No. of Shareholders attended the meeting through Video | ||||||||||
| Promoters and Promoter Group: | 13 83 |
|||||||||
| Public: | ||||||||||
| Resolution No. | 15 | |||||||||
| Resolution | ORDINARY - To reappoint M/s. BSR & Co. LLP, Chartered Accountants, Pune (FRN: 101248W/W-100022) as Statutory Auditors of the Company from the conclusion of 6th Annual | |||||||||
| required: | General Meeting to be held in the year 2023 till the conclusion of the 11th Annual General Meeting to be held in the year 2028. | |||||||||
| (Ordinary/ | ||||||||||
| Special) | ||||||||||
| Whether | No | |||||||||
| promoter/ | ||||||||||
| promoter group | ||||||||||
| are interested in the |
||||||||||
| agenda/resoluti | ||||||||||
| on? | ||||||||||
| Category | Mode of Voting | No. of shares | No. of votes | % of Votes | No. of Votes - | No. of Votes - | % of Votes in | % of Votes | Votes Invalid | Votes |
| held $(1)$ | polled (2) | Polled on | in favour (4) | against (5) | favour on | against on | Abstained | |||
| outstanding | ||||||||||
| votes polled | votes polled | |||||||||
| shares | ||||||||||
| $(3)=[(2)/(1)]$ * | $(6)=[(4)/(2)]*10$ | $(7)=[(5)/(2)]*10$ | ||||||||
| 100 | ||||||||||
| Promoter and | E-voting | 108214805 | 100.0000 | 108214805 | $\circ$ | 100.0000 | 0.0000 | $\overline{0}$ | ||
| Promoter | Poll | 108214805 | 0.0000 | $\Omega$ | $\mathbf{0}$ | 0.0000 | 0.0000 | $\overline{0}$ | ||
| Group | Postal Ballot(if applicable) | n | 0.0000 | $\Omega$ | $\mathbf{0}$ | 0.0000 | 0.0000 | $\overline{0}$ | ||
| Total | 108214805 | 108214805 | 100.0000 | 108214805 | $\bf{0}$ | 100.0000 | 0.0000 | $\overline{0}$ | ||
| E-voting | 77348497 | 78.5917 | 67298576 | 10049921 | 87,0070 | 12.9930 | $\overline{0}$ | |||
| Public | Poll | 98418208 | 0.0000 | 0 | $\circ$ | 0.0000 | 0.0000 | $\overline{0}$ | ||
| Institutions | Postal Ballot(if applicable) | 0.0000 | $\Omega$ | $\Omega$ | 0.0000 | 0.0000 | $\overline{0}$ | |||
| Total | 98418208 | 77348497 | 78.5917 | 67298576 | 10049921 | 87.0070 | 12.9930 | $\overline{0}$ | ||
| E-voting | 4477391 | 6.6321 | 3799997 | 677394 | 84.8708 | 15.1292 | 0 | |||
| Public Non- | Poll | 67510795 | 0.0000 | 0 | $\Omega$ | 0.0000 | 0.0000 | $\overline{0}$ | ||
| Institutions | Postal Ballot(if applicable) | 0.0000 | $\Omega$ | 0.0000 | 0.0000 | $\overline{0}$ | ||||
| Total | 67510795 | 4477391 | 6.6321 | 3799997 | 677394 | 84.8708 | 15.1292 | $\overline{0}$ |
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| KPIT TECHNOLOGIES LIMITED |
|---|
| 29-08-2023 |
| 491998 |
| licable |
| licable |
| 13 |
| 83 |
| Resolution No. 6 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary/ Soecial\ |
SPECIAL - 16, 2024 to January 15, 2029. |
To reappoint Mr. Anant Talaulicar (DIN: 00031051), as an Independent Director, not liable to retire by rotation, for a second term of five years with effect from January | ||||||||
| Whether promoter/ promoter group are interested in the agenda/resoluti on? |
No | |||||||||
| Category | Mode of Voting | No. of shares No. of votes held (1) |
polled (2) | % of Votes Polled on outstanding shares (3)=[(2)/(1 )]* l1nn |
No. of Votes - in favour (4l |
No. of Votes - against (5) |
% of Votes in % of Votes favour on votes polled (6)=[(4)/(2)]10 (7)= I( 5)/(2))10 0 |
against on votes polled 0 |
Votes Invalid Votes | Abstained |
| Promoter and E-votina | 108214805 | 100.0000 | 108214805 | 0 | 100.0000 | 0.0000 | 0 | 0 | ||
| Promoter | Poll | 108214805 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | 0 | 0 |
| Group | Postal Ballot/if aoolicable | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | 0 | 0 | |
| Total | 108214805 | 108214805 | 100.0000 | 108214805 | 0 | 100.0000 | 0.0000 | 0 | 0 | |
| E-votina | 77348497 | 78.5917 | 31426737 | 45921760 | 40.6301 | 59.3699 | 0 | 0 | ||
| Public | Poll | 98418208 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | 0 | 0 |
| Institutions | Postal Ballot/if annlicable | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | 0 | 0 | |
| Total | 98418208 | 77348497 | 78.5917 | 31426737 | 45921760 | 40.6301 | 59.3699 | 0 | 0 | |
| E-votina | 4476453 | 6.6307 | 3797558 | 678895 | 84.8341 | 15.1659 | 0 | 0 | ||
| Public Non- | Poll | 67510795 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | 0 | 0 |
| Institutions | Postal Ballot/if annlicable | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | 0 | 0 | |
| Total | 67510795 | 4476453 | 6.6307 | 3797558 | 678895 | 84.8341 | 15.1659 | 0 | 0 | |
| Total | 274143808 | 190039755 | 69.3212 | 143439100 | 46600655 | 75.4785 | 24.5215 | 0 | 0 |
| KPIT TECHNOLOGIES LIMITED |
|---|
| Resolution No. 7 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Resolution | To reappoint Prof. Alberto Luigi Sangiovanni Vincentelli (DIN: 05260121), as an Independent Director, not liable to retire by rotation, fora second term of three years with SPECIAL- |
||||||||||||
| required: | effect from January 16, 2024 to January 15, 2027. | ||||||||||||
| (Ordinary/ | |||||||||||||
| Soeciall | |||||||||||||
| Whether | No | ||||||||||||
| promoter/ | |||||||||||||
| promoter group | |||||||||||||
| are interested | |||||||||||||
| in the | |||||||||||||
| agenda/resoluti on? |
|||||||||||||
| Category | Mode of Voting | No. of shares No. of votes | % of Votes | No. of Votes - | No. of Votes - | % of Votes in % of Votes | Votes Invalid Votes | ||||||
| held (1) | polled (2) | Polled on outstanding shares (3)=[(2)/(1 )]* l1nn |
in favour (4) | against (5) | favour on votes polled 0 |
against on votes polled (6)=[(4)/(2)]10 (7)=[(5)/(2)]10 0 |
Abstained | ||||||
| Promoter and E-votinq | 108214805 | 100.0000 | 108214805 | 0 | 100.0000 | 0.0000 | 0 0 |
||||||
| Poll | 108214805 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | 0 0 |
|||||
| Promoter | Postal Ballotrif annlicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | 0 0 |
|||||
| Group | Total | 108214805 | 108214805 | 100.0000 | 108214805 | 0 | 100.0000 | 0.0000 | 0 0 |
||||
| E-votinq | 77348497 | 78.5917 | 35347287 | 42001210 | 45.6987 | 54.3013 | 0 0 |
||||||
| Public | Poll | 98418208 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | 0 0 |
||||
| Institutions Postal Ballot(if anolicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | 0 0 |
||||||
| Total | 98418208 | 77348497 | 78.5917 | 35347287 | 42001210 | 45.6987 | 54.3013 | 0 0 |
|||||
| E-votina | 4477438 | 6.6322 | 3797129 | 680309 | 84.8058 | 15.1942 | 0 0 |
||||||
| Public Non- | Poll | 67510795 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | 0 0 |
||||
| Institutions Postal Ballot/if annlicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | 0 0 |
||||||
| Total | 67510795 | 4477438 | 6.6322 | 3797129 | 680309 | 84.8058 | 15.1942 | 0 0 |
|||||
| Total | 274143808 | 190040740 | 69.3216 | 147359221 | 42681519 | 77.5409 | 22.4591 | 0 0 |
| KPIT TECHNOLOGIES LIMITED | |
|---|---|
| Date of the AGM/Er.M | 29-08-2023 |
| Tnt:,I numhor of shareholders on rornrd ,1,. | 491998 |
| No. of shareholders present in the mootjno PithPr in oerson or | |
| PrnmntPrS and Promoter Grn11n• | Not Applicable |
| Puhlic: | Not Applicable |
| No. of Sharehol.!ors •~"' _!he meetin,. thrnu0 h Vi.Ion |
|
| Promoters and Promoter Gro,m: | 13 |
| Public: | 83 |
| Resolution No. 8 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary/ Special) |
SPECIAL- To reappoint Mr. B V R Subbu (DIN: 00289721), as an Independent Director, not liable to retire by rotation, for a second term of two years with effect from January 16, 2024 to January 15, 2026 |
|||||||||||
| Whether promoter/ promoter group are interested in the agenda/resoluti on? |
No | |||||||||||
| Category | Mode of Voting | No. of shares No. of votes held (1) |
polled (2) | % of Votes Polled on outstanding shares (3)=[(2)/(1 )]* 11nn |
No. of Votes - in favour (4) |
No. of Votes - against (5) |
% of Votes in % of Votes favour on votes polled (6)=[(4)/(2))10 (7)=[(5)/(2))10 0 |
against on votes polled 0 |
Votes Invalid Votes | Abstained | ||
| Promoter and E-voting | 108214805 | 100.0000 | 108214805 | 0 | 100.0000 | 0.0000 | 0 | 0 | ||||
| Promoter | Poll | 108214805 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | 0 | 0 | ||
| Group | Postal Ballot(if aoolicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | 0 | 0 | |||
| Total | 108214805 | 108214805 | 100.0000 | 108214805 | 0 | 100.0000 | 0.0000 | 0 | 0 | |||
| E-voting | 77348497 | 78.5917 | 35073473 | 42275024 | 45.3447 | 54.6553 | 0 | 0 | ||||
| Public | Poll | 98418208 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | 0 | 0 | ||
| Institutions | Postal Ballot(if applicable} | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | 0 | 0 | |||
| Total | 98418208 | 77348497 | 78.5917 | 35073473 | 42275024 | 45.3447 | 54.6553 | 0 | 0 | |||
| E-voting_ | 4477509 | 6.6323 | 3798814 | 678695 | 84.8421 | 15.1579 | 0 | 0 | ||||
| Public Non- | Poll | 67510795 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | 0 | 0 | ||
| Institutions | Postal Ballot(if aoolicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | 0 | 0 | |||
| Total | 67510795 | 4477509 | 6.6323 | 3798814 | 678695 | 84.8421 | 15.1579 | 0 | 0 | |||
| Total | 274143808 | 190040811 | 69.3216 | 147087092 | 42953719 | 77.3976 | 22.6024 | 0 | 0 |
| KPIT TECHNOLOGIES LIMITED | ||||
|---|---|---|---|---|
| 0:ot<> nf th<> "'::M/Er.M | 29-08-2023 | |||
| Tot:ol n• •mb<>r nf shareholders on rornrd date | 491998 | |||
| Nn. of sharoholrl<>rs or0 <0 nt in the mootjne either In Dl'rSDn nr | ||||
| Promntors and Prnmntor Grnun: | Not Aoolicable | |||
| Puhlir: | Not Aoolicable | |||
| Nn. of <;h:or hnf"~rc :ottended the mootine thrn11"h Video | ||||
| Promntors an.I Promoter Groun: | 13 | |||
| Publir: | 83 |
| Resolution No. 9 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Resolution | SPECIAL- To approve the appointment Mr. Srinath Batni (DIN: 00041394), as an Independent Director, not liable to retire by rotation, pursuant to sections 149 and 152 of the Act, for |
|||||||||
| required: | a period of five years from July 25, 2023 to July 24, 2028. | |||||||||
| (Ordinary/ | ||||||||||
| Soecial) | ||||||||||
| Whether | No | |||||||||
| promoter/ | ||||||||||
| promoter group | ||||||||||
| are interested | ||||||||||
| in the | ||||||||||
| agenda/resoluti on? |
||||||||||
| Category | Mode of Voting | No. of shares No. of votes held (1) |
polled (2) | % of Votes Polled on outstanding |
No. of Votes - in favour (4) |
No. of Votes - against (5) |
% of Votes in % of Votes favour on votes polled |
against on votes polled |
Votes Invalid Votes | Abstained |
| shares (3)=[(2)/(1)]* l1nn |
0 | (6)=[(4)/(2)]10 (7)=[(5)/(2)]10 0 |
||||||||
| Promoter and E-votinq | 108214805 | 100.0000 | 108214805 | 0 | 100.0000 | 0.0000 | 0 | 0 | ||
| Poll | 108214805 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | 0 | 0 | |
| Promoter | Postal Ballot(if aoolicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | 0 | 0 | |
| Group | Total | 108214805 | 108214805 | 100.0000 | 108214805 | 0 | 100.0000 | 0.0000 | 0 | 0 |
| E-votinq | 74766497 | 75.9682 | 74328020 | 438477 | 99.4135 | 0.5865 | 0 | 0 | ||
| Public | Poll | 98418208 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | 0 | 0 |
| Institutions | Postal Ballot/if annlicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | 0 | 0 | |
| Total | 98418208 | 74766497 | 75.9682 | 74328020 | 438477 | 99.4135 | 0.5865 | 0 | 0 | |
| E-voting | 8902657 | 13.1870 | 8901189 | 1468 | 99.9835 | 0.0165 | 0 | 0 | ||
| Public Non- | Poll | 67510795 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | 0 | 0 |
| Institutions Postal Ballot(if aoolicable} | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | 0 | 0 | ||
| Total | 67510795 | 8902657 | 13.1870 | 8901189 | 1468 | 99.9835 | 0.0165 | 0 | 0 | |
| Total | 274143808 | 191883959 | 69.9939 | 191444014 | 439945 | 99.7707 | 0.2293 | 0 | 0 |
| KPIT TECHNOLOGIES LIMITED | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Date of the AGM/EGM | 29-08-2023 | |||||||||
| Total number of shareholders on record date | 491998 | |||||||||
| No. of shareholders present in the meeting either in person or | ||||||||||
| Promoters and Promoter Group: | Not Applicable | |||||||||
| Public: | Not Applicable | |||||||||
| No. of Shareholders attended the meeting through Video | ||||||||||
| Promoters and Promoter Group: | 13 | |||||||||
| Public: | 83 | |||||||||
| Resolution No. | 10 | |||||||||
| Resolution | ORDINARY - To reappoint Mr. Kishor Patil (DIN: 00076190) as Chief Executive Officer (CEO) and Managing Director of the Company, for a further period of five years with effect from | |||||||||
| required: | January 16, 2024 to January 15, 2029. | |||||||||
| (Ordinary/ | ||||||||||
| Special) | ||||||||||
| Whether | Yes | |||||||||
| promoter/ | ||||||||||
| promoter group | ||||||||||
| are interested | ||||||||||
| in the | ||||||||||
| agenda/resoluti | ||||||||||
| Mode of Voting | No. of shares | No. of votes | % of Votes | No. of Votes - | No. of Votes - | % of Votes in | % of Votes | Votes | ||
| held $(1)$ | Polled on | Votes Invalid | ||||||||
| polled (2) | in favour (4) | against (5) | favour on | against on | Abstained | |||||
| outstanding | votes polled | votes polled | ||||||||
| shares | $(6)=[(4)/(2)]*10$ | $(7)=[(5)/(2)]*10$ | ||||||||
| $(3)=[(2)/(1)]^*$ | ||||||||||
| 100 | ||||||||||
| E-voting | 94752870 | 87.5600 | 94752870 | $\overline{0}$ | 100,0000 | 0.0000 | 0 | |||
| Promoter | Poll | 108214805 | $\overline{0}$ | 0.0000 | $\Omega$ | $\overline{0}$ | 0.0000 | 0.0000 | $\overline{0}$ | |
| Group | Postal Ballot(if applicable) Total |
$\Omega$ | 0.0000 | $\Omega$ | $\overline{0}$ | 0.0000 | 0.0000 | $\overline{0}$ | ||
| 108214805 | 94752870 | 87.5600 | 94752870 | 100.0000 | 0.0000 | $\overline{0}$ | ||||
| E-voting | 71301043 | 72.4470 | 64881948 | 6419095 | 90.9972 | 9.0028 | $\overline{0}$ | |||
| Public | Poll | 98418208 | $\Omega$ | 0.0000 | $\Omega$ | $\Omega$ | 0.0000 | 0.0000 | $\Omega$ | |
| Postal Ballot(if applicable) | $\Omega$ | 0.0000 | $\Omega$ | $\Omega$ | 0.0000 | 0.0000 | $\overline{0}$ | |||
| Total | 98418208 | 71301043 | 72.4470 | 64881948 | 6419095 | 90.9972 | 9.0028 | $\Omega$ | ||
| E-voting | 8899251 | 13.1820 | 8897383 | 1868 | 99.9790 | 0.0210 | 0 | |||
| Poll | 67510795 | $\Omega$ | 0.0000 | $\Gamma$ | $\Omega$ | 0.0000 | 0.0000 | $\overline{0}$ | ||
| Postal Ballot(if applicable) | $\Omega$ | 0.0000 | $\cap$ | n. | 0.0000 | 0.0000 | $\overline{0}$ | |||
| lon? Category Promoter and Institutions Public Non- Institutions Total |
Total | 67510795 274143808 |
8899251 174953164 |
13.1820 63.8180 |
8897383 168532201 |
1868 6420963 |
99.9790 96.3299 |
0.0210 3.6701 |
$\overline{0}$ |
| KPITTECHNOLOGIES LIMITED | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Resolution No. 11 | ||||||||||
| Resolution required: (Ordinary/ Soeciall |
ORDINARY· To reappoint Mr. Sachin Tikekar (DIN: 02918460) as Joint Managing Director (Whole-time) of the Company, for a further period of five years with effect from January 16, 2024 to January 15, 2029. |
|||||||||
| Whether promoter/ |
Yes | |||||||||
| promoter group are interested |
||||||||||
| in the agenda/resoluti |
||||||||||
| on? Category |
Mode of Voting | No. of shares No. of votes held (1) |
polled (2) | % of Votes Polled on outstanding shares (3)=((2)/(1 )]* |
No. of Votes - in favour (4) |
No. of Votes - against (5) |
% of Votes in % of Votes favour on votes polled 0 |
against on votes polled (6)=[(4)/(2))10 (7)=[( 5)/(21]10 0 |
Votes Invalid Votes | Abstained |
| 107473655 | •nn 99.3151 |
107473655 | 0.0000 | 0 | 0 | |||||
| Promoter and E-votino | Poll | 108214805 | 0 | 100.0000 | ||||||
| Promoter | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | 0 | 0 | ||
| Group | Postal Ballot/if annlicable) Total |
0 107473655 |
0.0000 99.3151 |
0 | 0 | 0.0000 | 0.0000 | 0 | 0 | |
| 108214805 | 107473655 | 0 | 100.0000 | 0.0000 | 0 | 0 | ||||
| E-votino | 73883045 | 75.0705 | 61430147 | 12452898 | 83.1451 | 16.8549 | 0 | 0 | ||
| Public | Poll | 98418208 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | 0 | 0 |
| Institutions | Postal Ballot(if aoolicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | 0 | 0 | |
| Total | 98418208 | 73883045 | 75.0705 | 61430147 | 12452898 | 83.1451 | 16.8549 | 0 | 0 | |
| E-voting | 8902393 | 13.1866 | 8901160 | 1233 | 99.9861 | 0.0139 | 0 | 0 | ||
| Public Non- | Poll | 67510795 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | 0 | 0 |
| Institutions | Postal Ballot/if aonlicable) Total |
67510795 | 0 8902393 |
0.0000 13.1866 |
0 8901160 |
0 1233 |
0.0000 99.9861 |
0.0000 0.0139 |
0 0 |
0 0 |
| KPIT TECHNOLOGIES LIMITED | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Resolution No. 12 Resolution |
ORDINARY - | To appoint Ms. Jayada Pandit, a relative of Directors of the Company, to hold an office or place of profit in the Company with effect from August 29, 2023. | ||||||||
| required: (Ordinary/ Soeciall Whether |
||||||||||
| promoter/ | Yes | |||||||||
| promoter group are interested in the agenda/resoluti on? |
||||||||||
| Category | Mode of Voting | No. of shares No. of votes held (1) |
polled (2) | % of Votes Polled on outstanding shares (3)=[(2)/(1 )]* |
No. of Votes - in favour (4) |
No. of Votes - against (5) |
% of Votes in % of Votes favour on votes polled (6)=[(4)/(2)]10 (7)=[(5)/(2)]10 0 |
against on votes polled 0 |
Votes Invalid Votes | |
| l1nn | Abstained | |||||||||
| 106927879 | 98.8108 | 106927879 | 0 | 100.0000 | 0.0000 | 0 | ||||
| Promoter | Poll | 108214805 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | 0 | |
| Group | Postal Ballot/if annlicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | 0 | ||
| Total | 108214805 | 106927879 | 98.8108 | 106927879 | 0 | 100.0000 | 0.0000 | 0 | ||
| E-votina | 74766497 | 75.9682 | 74766497 | 0 | 100.0000 | 0.0000 | 0 | |||
| Promoter and E-votino Public |
Poll | 98418208 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | 0 | |
| Institutions | Postal BallotCif aoolicable) Total |
98418208 | 0 74766497 |
0.0000 75.9682 |
0 74766497 |
0 0 |
0.0000 100.0000 |
0.0000 0.0000 |
0 |
E-votina 8902553 13.1869 8895624 6929 99.9222 0.0778 0 0 Public Non- Poll 67510795 0 0.0000 0 0 0.0000 0.0000 0 0 Institutions Postal Ballot/if aoolicablel 0 0.0000 0 0 0.0000 0.0000 0 0 Total 67510795 8902553 13.1869 8895624 6929 99.9222 0.0778 0 0
Total 274143808 190596929 69.5244 190590000 6929 99.9964 0.0036 0 0
B.Com. LL.B. Dip.lRPM,FCS J. IJ. /Jhave & Co Company Secretaries
Office: Flat No. 9, Karan Aniket, Plot No. 37, Shri Varanasi Co-op Soc. Ltd Off Banglore-Mumbai Bye Pass, Behind Atul Nagar, Warje, Pune 411 058. Ph. : +91 020 - 25204357/59, E-mail : [email protected]
Consolidated Report of Scrutinizer on E-voting Process [Remote e-voting and e-voting conducted at the 6th Annual General Meeting ("AGM") held through Video Conference ("VC")/ Other Audio-Visual Means ("OAVM")]
[Pursuant to Section 108 of the Companies Act, 2013 read with Companies {Management and Administration) Rules, 2014; further read with circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India from time to time and in compliance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 {"SEBI {LODR) Regulations"}/.
August 30, 2023
To, Ms. Nida Deshpande Company Secretary KPIT Technologies Limited Plot No. 17, Rajiv Gandhi lnfotech Park, MIDC-SEZ, Phase-Ill, Maan, Taluka-Mulshi, Hinjawadi, Pune-411057, Maharashtra, India.
Dear Ms. Nida Deshpande,
Subject: Consolidated Report of Scrutinizer on E-voting Process [Remote e-voting and e-voting at the AGM] conducted at the 6th AGM held through VC/ OAVM conducted pursuant to the provisions of Section 108 of the Companies Act, 2013 ("the Act") read with Companies (Management and Administration) Rules, 2014 further read with the MCA Circulars and the SEBI Circulars and in compliance with the provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations").
The Board of Directors of KPIT Technologies Limited ("the Company") has vide resolution passed on July 25, 2023 decided to provide to the members of the Company, facility to exercise their voting right on the resolutions as set out in the notice of sixth AGM held on Tuesday, August 29, 2023 by way of Voting through electronic means [including Remote E-voting and E-voting at the AGM]; as required under t he provisions of Sections 108 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014.
I, Jayavant B. Shave, Company Secretary in whole time Practice, having Membership No.: F4266 and Certificate of Practice Number: 3068 has been appointed as the Scrutinizer by the Board of Directors
of the Company vide resolution passed on July 25, 2023 as required under Sections 108 of the Companies Act, 2013 and Rule 20(4)(xi) of the Companies (Management and Administration) Rules, 2014, for the purpose of scrutinizing the voting process by electronic means (including Remote e-voting and e-voting at the AGM); in a fair and transpa;-ent manner and ascertaining the requisite majority for passing of resolutions as contained in the Notice convening the Sixth Annual General Meeting of the Company held on Tuesday, August 29, 2023 and stated herein below:
Ordinary Business:
-
- To receive, consider and adopt the Audited Financial Statements for the financial year ended March 31, 2023, together with the reports of the Auditors and the Board of Directors thereon. (Ordinary Resolution)
-
- To receive, consider and adopt the Audited Consolidated Financial Statements for the financial year ended March 31, 2023, together with the re·i:;ort of the Auditors thereon. (Ordinary Resolution)
-
- To declare final dividend for the financial year ended March 31, 2023. (Ordinary Resolution)
-
- To appoint a director in place of Mr. Kishor Patil {DIN: 00076190), who retires by rotation and being eligible, offers himself for reappointment. (Ordinary Resolution)
-
- To reappoint M/s. BSR & Co. LLP, Chartered Accountants, Pune (FRN 101248W/W-100022) as Statutory Auditors of the Company from the conclusion of 6th Annual General Meeting to be held in the year 2023 till the conclusion of the 11th Annual .General Meeting to be held in the year 2028. (Ordinary Resolution)
Special Business:
-
- To reappoint Mr. Anant Talaulicar (DIN: 00031051), as an Independent Director, not liable to retire by rotation, for a second term of five years with effect from January 16, 2024 to January 15, 2029. (Special Resolution)
-
- To reappoint Prof. Alberto Luigi Sangiovanni Vincentelli (DIN: 05260121), as an Independent Director, not liable to retire by rotation, for a second term of three years with effect from January 16, 2024 to January 15, 2027. (Special Resolution)
-
- To reappoint Mr. B V R Subbu (DIN: 00289721), as an Independent Director, not liable to retire by rotation, for a second term of two years with effect from January 16, 2024 to January 15, 2026. (Special Resolution)
-
- To approve the appointment Mr. Srinath Batni (DIN: 00041394), as an Independent Director, not liable to retire by rotation, pursuant to sections 149 and 152 of the Act, for a period of five years from July 25, 2023 to July 24, 2028. (Special Resolution)
-
- To reappoint Mr. Kishor Patil (DIN: 00076190) as Chief Executive Officer (CEO) and Managing Director of the Company, for a further period of five years with effect from January 16, 2024 to January 15, 2029. (Ordinary Resolution)
-
- To reappoint Mr. Sachin Tikekar (DIN: 02918460) as Joint Managing Director (Whole-time) of the Company, for a further period of five years with effect from January 16, 2024 to January 15, 2029. (Ordinary Resolution)
-
- To appoint Ms. Jayada Pandit, a relative of Directors of the Company, to hold an office or place of profit in the Company with effect from August 29, 2023.(Ordinary Resolution)
The management of the Company is responsible to ensure the compliance with the requirements of the Companies Act, 2013 and Rules made thereunder relating to Remote e-voting/ e-voting at the AGM. My responsibility as a scrutinizer for the voting process is restricted to ensure that the voting process is conducted in a fair and transparent manner and make the Scrutinizers' Report of the votes cast "in favour" or "against" the above resolutions, based on the reports generated from the e-voting system provided by National Securities Depository Limited (NSDL), the authorized agency to provide Remote e-voting/ e-voting at the AGM and engaged by the company for that purpose.
The Notice of AGM dated July 25, 2023 convening the Sixth Annual General Meeting of the Company to be held through Video Conference/Other Audio Visual Means ("VC/OAVM"), on Tuesday, August 29, 2023 at 3:00 P.M. (1ST), was sent through electronic mode to the members of the Company and the members of the Company holding shares on the cut-off date i.e. Tuesday, August 22, 2023, were entitied to vote on the above-mentioned resolutions proposed as set out in the Notice of Sixth Annual General Meeting.
In this regard, I submit my report as under:
-
- The E-voting period commenced on Thursday, August 24, 2023, (9:00 A.M. 1ST) and ended on Monday, August 28, 2023 (5:00 P.M. 1ST).
-
- After the conclusion of AGM on Tuesday, August 29, 2023, I have downloaded, scrutinized and counted the Votes cast through remote e-voting and e-voting at the AGM, for the purpose of this report.
-
- I have unblocked the electronic votes cast through remote e-voting and e-voting at the AGM in the presence of the witnesses (who are not in the employment of the Company) from the e-voting website of NSDL (https://www.evoting.nsdl.com).
-
- The details containing list of the shareholders who cast their votes electronically on each of the resolutions was downloaded from the e-voting website of NSDL (https://www.evoting.nsdl.com).
-
- The consolidated results of the e-voting process (remote e-voting and e-voting at t he AGM) are as follows:
Resolution No. 1 (Ordinary Resolution)
To receive, consider and adopt the Audited Financial Statements for the financial year ended March 31, 2023, together with the reports of the Auditors and the Board of Directors thereon.
Votes in Favour of the resolution:
| Number of Members who cast their votes | Number of votes cast | Percentage to total votes cast |
|---|---|---|
| 1523 | 189115372 | 99.9998 |
Votes Against the resolution:
| Number of Members who cast their votes | Number of votes cast | Percentage to total votes cast |
|---|---|---|
| 13 | 449 | 0.0002 |
Votes Invalid:
| Number of Members whose votes were declared invalid | Number of invalid votes cast by them |
|---|---|
Resolution No. 2 (Ordinary resolution)
To receive, consider and adopt the Audited Consolidated Financial Statements for the financial year ended March 31, 2023, together with the report of the Auditors thereon.
Votes in Favour of the resolution:
| Number of Members who cast their votes | Number of votes cast | Percentage to total votes cast |
|---|---|---|
| 1517 | 189114982 | 99.9997 |
Votes Against the resolution:
| Number of Members who cast their votes | Number of votes cast | Percentage to total votes cast I |
|---|---|---|
| 15 | 559 | 0.0003 I |
Votes Invalid:
| Number of Members whose votes were declared invalid | Number of invalid votes cast by them |
|---|---|
Resolution No. 3 (Ordinary Resolution)-
To declare final dividend for the financial year ended March 31, 2023.
Votes in Favour of the resolution:
| Number of Members who cast their votes | Number of votes cast | Percentage to total votes cast |
|---|---|---|
| 1530 | 194526868 | 99.9998 |
Votes Against the resolution:
| Number of Members who cast their votes | Number of votes cast | Percentage to total votes cast |
|---|---|---|
| 15 | 474 | 0.0002 |
Votes Invalid:
| Number of Members whose votes were declared invalid | Number of invalid votes cast by them |
|---|---|
Resolution No. 4 (Ordinary Resolution)-
To appoint a director in place of Mr. Kishor Patil (DIN: 00076190) who ret!res by rotation and being eligible, offers himself for reappointment.
Votes in Favour of the resolution:
| Number of Members who cast their votes | Number of votes cast | Percentage to total votes cast |
|---|---|---|
| 1467 | 177849918 | 99.6807 |
Votes Against the resolution:
| Number of Members who cast their votes | Number of votes cast | Percentage to total votes cast |
|---|---|---|
| 58 | 569755 -- |
0.3193 |
| Votes Invalid: | |
|---|---|
| Number of Members whose votes were declared invalid | ·- Number of invalid votes cast by them |
| - |
Resolution No. 5 {Ordinary Resolution)-
To reappoint M/s. BSR & Co. LLP, Chartered Accountants, Pune (FRN: 101248W/W-100022) as Statutory Auditors of the Company from the conclusion of 6th Annual General Meeting to be held in the year 2023 till the conclusion of the 11th Annual General Meeting to be held in the year 2028.
Votes in Favour of the resolution:
| Number of Members who cast their votes | Number of votes cast | Percentage to total votes cast |
|---|---|---|
| 1442 | 179313378 | 94.3553 |
Votes Against the resolution:
| Number of Members who cast their votes | Number of votes cast | Percentage to total votes cast |
|---|---|---|
| 84 | 10727315 | 5.6447 |
Votes Invalid:
| Number of Members whose votes were declared invalid | Number of invalid votes cast by them |
|---|---|
Resolution No. 6 (Special Resolution) -
To reappoint Mr. Anant Talaulicar (DIN: 00031051), as an Independent Director, not liable to retire by rotation, for a second term of five years with effect from January 16, 2024 to January 15, 2029.
Votes in Favour of the resolution:
| Number of Members who cast their votes | Number of votes cast | Percentage to total votes cast | |
|---|---|---|---|
| 1220 | 143439100 | 75.4785 |
Votes Against the resolution:
| Number of Members who cast their votes | Number of votes cast | Percentage to total votes cast |
|---|---|---|
| 315 | 46600655 | 24.5215 |
| Number of Members whose votes were declared invalid | Number of invalid votes cast by them |
|---|---|
Resolution No. 7 (Special Resolution) -
To reappoint Prof. Alberto Luigi Sangiovanni Vincentelli (DIN: 05260121), as an Independent Director, not liable to retire by rotation, for a second term of three years with effect from January 16, 2024 to January 15, 2027.
Votes in Favour of the resolution:
| Number of Members who cast their votes | Number of votes cast | Percentage to total votes cast |
|---|---|---|
| 1245 | 147359221 | 77.5409 |
Votes Against the resolution:
| Number of Members who cast their votes | Number of votes cast | Percentage to total votes cast |
|---|---|---|
| 289 | 42681519 | 22.4591 |
Votes Invalid:
| Number of Members whose votes were declared invalid | Number of invalid votes cast by them |
|---|---|
Resolution No. 8 (Special Resolution)-
To reappoint Mr. B V R Subbu (DIN: 00289721). as an Independent Director, not liable to retire by rotation, for a second term of two years with effect from January 16, 2024 to January 15, 2026.
Votes in Favour of the resolution:
| Number of Members who cast their votes | Number of votes cast | Percentage to total votes cast |
|---|---|---|
| 1253 | 147087092 | 77.3976 |
Votes Against the resolution:
| Number of Members who cast their votes | Number of votes cast | Percentage to total votes cast |
|---|---|---|
| 280 | 42953719 | 22.6024 |
| Number of Members whose votes were declared invalid | Number of invalid vote:. cast by them |
|---|---|
J. IJ. !Jhaue & Co Company Secretaries
Resolution No. 9 (Special Resolution) -
To approve the appointment Mr. Srinath Batni (DIN: 00041394), as an Independent Director. not liable to retire by rotation, pursuant to sections 149 and 152 of the Act, for a period of five years from July 25, 2023 to July 24, 2028.
Votes in Favour of the resolution:
| Number of Members who cast their votes | Number of votes cast | Percentage to total votes cast |
|---|---|---|
| 1470 | 191444014 | 99.7707 |
Votes Against the resolution:
| Number of Members who cast their votes | Number of votes cast | Percentage to total votes cast |
|---|---|---|
| 48 | 439945 | 0.2293 |
Votes Invalid:
| Number of Members whose votes were declared invalid | I Number of invalid votes cast by them |
|---|---|
| __ L__ ---1,I |
____ _ |
Resolution No. 10 (Ordinary Resolution) -
To reappoint Mr. Kishor Patil (DIN: 00076190) as Chief Executive Officer (CEO) and Managing Director of the Company, for a further period of five years with effect from January 16, 2024 to January 15, 2029.
Votes in Favour of the resolution:
| Number of Members who cast their votes | Number of votes cast | Percentage to total votes cast |
|---|---|---|
| 1462 | 168532201 | 96.3299 |
Votes Against the resolution:
| Number of Members who cast their votes | Number of votes cast | Percentage to total votes cast |
|---|---|---|
| 57 | 6420963 | 3.6701 |
| Number of Members whose votes were declared invalid | Number of invalid votes cast b~ |
|---|---|
Resolution No. 11 (Ordinary Resolution) -
To reappoint Mr. Sachin Tikekar (DIN: 02918460) as Joint Managing Director (Whole-time) of the Company, for a further period of five years with effect from January 16, 2024 to January 15, 2029.
Votes in Favour of the resolut,on:
| Number of Members who cast their votes | Number of votes cast | Percentage to total votes cast |
|---|---|---|
| 1457 | 177804962 | 93.4541 |
Votes Against the resolution:
| Number of Members who cast their votes | Number of votes cast | Percentage to total votes cast |
|---|---|---|
| 71 | 12454131 | 6.5459 |
Votes Invalid:
| Number of Members whose votes were declared invalid | Number of invalid votes cast by them |
|---|---|
Resolution No. 12 (Ordinary Resolution) -
To appoint Ms. Jayada Pandit, a relative of Directors of the Company, to hold an office or place of profit in the Company with effect from August 29, 2023.
Votes in Favour of the resolution:
| Number of Members who cast their votes | Number of votes cast | Percentage to total votes cast |
|---|---|---|
| 1449 | 190590000 | 99.9964 |
Votes Against the resolution:
| Number of Members who cast their votes | Number of votes cast | Percentage to total votes cast |
|---|---|---|
| 66 | 6929 | 0.0036 |
| --------------~----~---------------- ~- - Number of Members whose votes were declared invalid |
Number of invalid votes cast by them |
|---|---|
- The Register, all other papers and relevant records (including electronic data) relating to voting shall remain in our custody until the Chairman considers, approves and signs the minutes of Sixth Annual General Meeting and the same will be handed over to the Company Secretary thereafter.
Result:
All the Twelve resolutions put to vote have secured requisite majority of votes as under:
- a. Resolution numbers 1 to 5 & 10 to 12 have been passed as Ordinary Resolutions.
- b. Resolution numbers 6 to 9 have been passed as Special Resolutions.
The Chairman of the 6th Annual General Meeting or Company Secretary of the Company may accordingly declare the result of voting.
Thanking You.
For J. B. Bhave & Co. Company Secretaries
1f&
Company Secretary in Whole-time Practice FCS: 4266 CP: 3068 Scrutinizer appointed by the Board of Directors for the Voting process for 6th AGM of the Company
UDIN:F004266E000893638 P.R No.: 1238/2021 Date:August30,2023 Place: Pune
For KPIT Technologies Limited Countersigned by:
DESHPANDE NIDA YUNUS Digitally signed by DESHPANDE NIDA YUNUS Date: 2023.08.30 18:35:20 +05'30'
Nida Deshpande Company Secretary FCS:6247
The Scrutinizer unblocked the votes from thee-voting system of NSDL in our presence at 05:01 P.M. on Tuesday, August 29, 2023.
lshaan Kelkar Witness
Tejashree Parbhane Witness