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M.R.F. Ltd. Regulatory Filings 2021
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Regulatory Filings
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MRF Limited, Regd. Office : 114, Greams Road, Chennai 600 006 E-mail : mrfshare @mrfmail.com; Tel.: 044-28292777; Fax : 91-44-28295087 CIN : L25111TN1960PLC004306; Website: www.mrftyres.com
071/SH/SE/BOARD/POSTAL BALLOT/2021/KGG/3 9"" October, 2021
National Stock Exchange of India Ltd Bombay Stock Exchange Ltd Exchange Plaza 5' Floor Floor 24 P J Towers Plot No.C/1G Block Bandra-Kurla Complex Dalal Street Bandra (E) Mumbai 400 051 Mumbai 400 001
Dear Sir,
Postal Ballot Result |
Further to our letter dated 8" August, 2021 and in accordance with the Regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the voting results and Scrutinizer's Report for the special resolutions relating to the following:
- 1) Approval to continue payment of remuneration as per terms currently in force to Mr. K M Mammen, in his capacity as Managing Director of the Company in terms of Regulation 17(6)(e)(i) of Listing Regulations, 2015.
- 2) Approval to continue payment of remuneration as per terms currently in force to Mr. Arun Mammen, in his capacity as Managing Director of the Company in terms of Regulation 17(6)(e)(i) of Listing Regulations, 2015.
- 3) Approval to continue payment of remuneration as per terms currently in force to Mr. Rahul Mammen Mappillai, in his capacity as Managing Director of the Company in terms of Regulation 17(6)(e)(i) of Listing Regulations, 2015.
- 4) Approval to continue payment of Remuneration as per terms currently in force to the Managing Directors/Whole-time Directors of the Company in terms of Regulation 17(6)(e)(ii) of Listing Regulations, 2015.
The aforesaid resolutions have been passed by Members with requisite majority, through postal ballot by remote e-voting process.
Kindly take the same on your record.
Thanking you. Yours faithfully, For MRF LIMITED
Ss AWE NTH TA ( SZ AOMPANY SECRETARY
MRF Limited
Regulation 44(3) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015
| MRF Limited | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Regulation 44(3) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 | |||||||||
| Date of the Postal Ballot | 08.10.2021 | ||||||||
| Total number of shareholders on record date No. of shareholders present in the meeting either in person or through proxy: |
56435 Not Applicable |
||||||||
| Promoters and Promoter Group: Public: |
|||||||||
| No. of Shareholders attended the meeting through Video Conferencing Promoters and Promoter Group: |
Not Applicable | ||||||||
| Public: | |||||||||
| Agenda-wise Resolution No. 1 |
disclosure (to be disclosed separately for each agenda item) Special Resolution |
Approval to continue payment of remuneration as per terms currently in force to Mr. KM Mammen, in his capacity as Managing Director of the | |||||||
| Company in terms of Regulation 17(6)(e)(i) of Listing Regulations, 2015. | |||||||||
| Whether promoter/ promoter group are interested in the agenda/resolution? |
No | ||||||||
| Category | Mode of Voting | No. of Shares Held |
__ No. of Votes Polled |
% of votes polled on outstanding shares |
No. of Votes-in favour |
No. of Votes- against |
[% of votes in favour on % of votes against on votes polled |
votes polled | |
| 1] | [2] | (3]=([2]/[1])*100 | [4] | [5] | [6]=([4]/[2])*100 | (7]=({5}/[2])*100 |
Agenda-wise disclosure (to be disclosed separately for each agenda item)
| Regulation 44(3) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 | |||||||
|---|---|---|---|---|---|---|---|
| 08.10.2021 | |||||||
| Total number of shareholders on record date | 56435 | ||||||
| No. of shareholders present in the meeting either in person or through proxy: | Not Applicable | ||||||
| Promoters and Promoter Group: | |||||||
| No. of Shareholders attended the meeting through Video Conferencing | Not Applicable | ||||||
| Promoters and Promoter Group: | |||||||
| disclosure (to be disclosed separately for each agenda item) | |||||||
| Special Resolution | Approval to continue payment of remuneration as per terms currently in force to Mr. KM Mammen, in his capacity as Managing Director of the Company in terms of Regulation 17(6)(e)(i) of Listing Regulations, 2015. |
||||||
| Whether promoter/ promoter group are interested in the | No | ||||||
| Mode of Voting | No. of Shares Held |
__ No. of Votes Polled |
% of votes polled on outstanding shares |
No. of Votes-in favour |
No. of Votes- against |
[% of votes in favour on % of votes against on votes polled |
votes polled |
| 1] | [2] | (3]=([2]/[1])*100 | [4] | [5] | [6]=([4]/[2])*100 | (7]=({5}/[2])*100 | |
| Promoter and Promoter Group —_ E-Voting | 1176443 | 99.58 | 1176443 | ) | 100.00 | 0.00 | |
| Bo Postal Ballot (if applicable) |
1181454 | ||||||
| Total | 1176443 | 99.58 | 1176443 | 0 | 100.00 | 0.00 | |
| E-Voting | 864770 | 75.04 | 472057 | 392713 | 54.59 | 45.41 | |
| = | 1152406 | ||||||
| Postal Ballot (if applicable) | 864770 | 75.04 | 472057 | 392713 | 54.59 | 45.41 | |
| Total E-Voting |
1031923 | 54.10 | 1031095 | 828 | 99.92 | 0.08 | |
| ro | 1907283 | ||||||
| Postal Ballot (if applicable) Total |
1031923 | 54.10 | 1031095 | 828 | 99.92 | 0.08 | |
| MRF Limited |
| Resolution No. 2 | Special Resolution | Approval to continue payment of remuneration as per terms currently in force to Mr. Arun Mammen, in his capacity as Managing Director of the | ||||||
|---|---|---|---|---|---|---|---|---|
| Whether promoter/ promoter group are interested in the | No | Company in terms of Regulation 17(6)(e)(i) of Listing Regulations, 2015. | ||||||
| agenda/resolution? Category |
Mode of Voting | No. of Shares _ No. of Votes | % of votes polled on | No. of Votes-in | No. of Votes- | % of votes in favour on % of votes against on | ||
| Held {1] |
Polled [2] |
outstanding shares (3]=([2)/[1])*100 |
favour [4] |
against [5] |
votes polled (6]=([41/[2])*100 |
votes polled (7]=([5)/[2])*100 |
||
| Promoter and Promoter Group —_— E-Voting | ct | 1181454 | 1176443 | 99.58 | 1176443 | 0 | 100.00 | 0.00 |
| Postal Ballot (if applicable) Total |
1176443 | 99.58 | 1176443 | 0 | 100.00 | 0.00 | ||
| Public - Institutions | E-Voting = |
1152406 | 864770 | 75.04 | 472174 | 392596 | 54.60 | 45.40 |
| Postal Ballot (if applicable) Total |
864770 | 75.04 | 472174 | 392596 | 54.60 | 45.40 | ||
| Public - Non Institutions | E-Voting = |
1907283 | 1031925 | 54.10 | 1031087 | 838 | 99.92 | 0.08 |
| Postal Ballot (if applicable) Total |
1031925 | 54.10 | 1031087 | 838 | 99.92 | 0.08 | ||
| Total | 4241143 | 3073138 | 72.46 | 2679704 | 393434 | 87.20 | 12.80 | |
| Resolution No. 3 | Special Resolution | Approval to continue payment of remuneration as per terms currently in force to Mr Rahul Mammen Mappillai, in his capacity as Managing Director of the Company in terms of Regulation 17(6)(e)(i) of Listing Regulations, 2015. |
||||||
| Whether promoter/ promoter group are interested in the agenda/resolution? |
No | |||||||
| Category | Mode of Voting | No. of Shares Held |
__ No. of Votes Polled |
% of votes polled on outstanding shares |
No. of Votes-in favour |
No. of Votes- against |
% of votes in favour on % of votes against on votes polled |
votes polled |
| Promoter and Promoter Group —_ E-Voting | 1] | [2] 1176443 |
[3]=([2/[1])*100 99.58 |
[4] 1176443 |
[5] 0 |
(6]=([4)/[2])*100 100.00 |
(7]=((5)/[2])*100 0.00 |
|
| — Postal Ballot (if applicable) |
1181454 | 0.00 | ||||||
| Public - Institutions | Total E-Voting |
1176443 864770 |
99.58 75.04 |
1176443 472174 |
0 392596 |
100.00 54.60 |
45.40 | |
| = Postal Ballot (if applicable) |
1152406 | 54.60 | 45.40 | |||||
| Public - Non Institutions | Total E-Voting |
864770 1031923 |
75.04 54.10 |
472174 1031084 |
392596 839 |
99.92 | 0.08 | |
| hn Postal Ballot (if applicable) Total |
1907283 | 1031923 | 54.10 | 1031084 | 839 | 99.92 | 0.08 |
| Resolution No. 4 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Special Resolution | Approval to continue payment of Remuneration as per terms currently in force to the Managing Directors/Whole-time Directors of the Company in terms of Regulation 17(6)(e)(ii) of Listing Regulations, 2015. |
|||||||
| Whether promoter/ promoter group are interested in the agenda/resolution? |
No | |||||||
| Category | Mode of Voting | No. of Shares Held |
__ No. of Votes Polled |
% of votes polled on outstanding shares |
No. of Votes-in No. of Votes- favour |
against | % of votes in favour on % of votes against on votes polled |
votes polled |
| [1] | [2] | [3]=([2]/[1])*100 | [4] | [5] | [6]=([4/[2])*100 | [7]=({5}/[2])*100 | ||
| Promoter and Promoter Group | _ E-Voting Be |
1181454 | 1176443 | 99.58 | 1176443 | 0 | 100.00 | 0.00 |
| Postal Ballot (if applicable) Total |
1176443 | 99.58 | 1176443 | 0 | 100.00 | 0.00 | ||
| Public - Institutions | E-Voting | 864770 | 75.04 | 472174 | 392596 | 54.60 | 45.40 | |
| Se Postal Ballot (if applicable) |
1152406 | |||||||
| Public - Non Institutions | Total E-Voting |
864770 1031916 |
75.04 54.10 |
472174 1031110 |
392596 806 |
54.60 99.92 |
45.40 0.08 |
|
| = | 1907283 | |||||||
| Total | Postal Ballot (if applicable) Total |
4241143 | 1031916] © 3073129 le |
54.10 72.46 |
1031110 2679727 }* |
806 393402 |
99.92 87.20 < |
0.08 12.80 |
There were no invalid votes cast in the Remote E-voting on the above Resolution Nos. 1 to 4.
For MRF LIMITED
ASF sal S DHANVANTH KUMAR COMPANY SE
JAGANNATHAN & SARABESWARAN CHARTERED ACCOUNTANTS
SCRUTINIZER'S REPORT
To
The Chairman & Managing Director MRF Limited No.114,Greams Road Chennai -600006
Scrutinizer's Report on Postal Ballot process conducted through electronic voting system in accordance with the provisions of Section 108 and Section 110 and other applicable provisions, if any of the Companies Act, 2013 read with Rule 20 and Rule 22 of Companies (Management and Administration) Rules, 2014
Dear Sir,
|, NC SARABESWARAN, (Membership No: 009861), Senior Partner, Messrs. Jagannathan & Sarabeswaran, Chartered Accountants have been appointed by the Board of Directors of MRF Limited as the Scrutiniser for the purpose of conducting the postal ballot in respect of the SpecialResolutions mentioned in the Notice of Postal Ballot dated 9" August,2021.
| submit my report as under:
-
- As per the General Circular General Circular Nos. 14/2020 dated 8"April,2020, 17/2020 dated 13'April,2020, 22/2020 dated 15™June,2020, 33/2020 dated 28""September,2020, 39/2020 dated 31December, 2020 and 10/2021 dated 23"June,2021 issued by the Ministry of Corporate Affairs ('MCA Circulars'), and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and on account of threat posed by COVID- 19 pandemic situation, the Company has sent the Postal Ballot Notice dated gt August,2021 on Wednesday, 8" September,2021 by email only to the members who have registered their e-mail address with the Company / Depositories.
-
- As per the MCA Circulars and on account of the threats posed by the COVID-19 pandemic, physical copies of the Notice, postal ballot forms and pre-paid Business Reply Envelopes were not dispatched to Members for this Postal Ballot. Accordingly, the communication of the assent or dissent of the members had taken place through the remote e-voting system only.
-
- The Members of the Company holding equity shares, as on the "cut-off date" i.e. Thursady, 2nd September,2021 were entitled to vote on the proposed resolutions as set out in the Notice of Postal Ballot dated 9"" August,2021, through remote e- voting only. NEA z —p <
-
- The Company has published an advertisement on 10"September, 2021 in "Business Standard" an English Newspaper and in "MakkalKural" a vernacular (Tamil) newspaper regarding completion of dispatch of Notice of Postal Ballot dated 9" August,2021 and also specifying therein the matters prescribed in the Rules with regard to e-voting.
-
- The Company has appointed National Securities Depository Limited (NSDL) for facilitating e-voting to enable the Members to cast their votes electronically. The remote e- Voting facility was kept open from Thursday, 9th September, 2021 (9.00 AM) to Friday, 8th October, 2021 (5:00 PM). The e-Voting facility was blocked forthwith thereafter.
-
- The votes cast by the members electronically were unblocked after 5.00 PM on 8th October, 2021 in the presence of two witnesses not in the employment of the Company. The report of the members' e-voting was downloaded thereafter.
-
- The electronic votes recorded from Thursday, 9"" September, 2021 (9.00 AM) to Friday, 8October, 2021 (5:00 PM), being the last date and time fixed by the Company for remote e-Voting as available in the NSDL website have been considered in my scrutiny.
-
- The summary of remote e-Voting received for the following resolutions are as under:
Resolution- 1:
| August,2021 and specifying therein also the regard to e-voting. |
prescribed matters Rules with in the |
|---|---|
| Company appointed The National Securities has 5. Members to enable the e-voting facilitating to remote e- Voting facility was kept open from Thursday, 9th September, 2021 AM) October, 2021 PM). Friday, (5:00 8th to forthwith thereafter. |
(NSDL) Depository Limited for The cast their votes electronically. (9.00 The was e-Voting blocked facility |
| The votes cast by the members electronically were unblocked after 5.00 PM on 8th 6. presence witnesses October, 2021 two the of in Company. The report of the members' e-voting was downloaded thereafter. |
employment not the the of in |
| recorded from Thursday, The electronic votes 7. 8October, 2021 PM), being Friday, (5:00 the Company remote e-Voting available as for considered in my scrutiny. |
September, (9.00 AM) 2021 9"" to date and time fixed by the last NSDL website have been the in |
| The summary of remote e-Voting received for the following resolutions are as under: 8. |
|
| Resolution- 1: | |
| Approval to continue payment of remuneration as per terms currently in force to Mr. K | |
| Mammen, Managing capacity Director as M his in 17(6)(e)(i) of Listing Regulations, 2015 — Special Resolution Requlation |
Company terms the of of in |
| Votes in favour of the resolution | |
| Number of members | 694 |
| Number of votes cast by them | 2679595 |
| % of total number of valid votes cast | 87.19 |
| Votes against the resolution | |
| Number of members | 391 |
| Number of votes cast by them | 393541 |
| % of total number of valid votes cast | 12.81 |
| Invalid Votes | NIL |
Result: As the number of votes cast in favour of the resolution was not less than three times the number of votes cast against, | report that the Special Resolution with regard to Resolution No.1 as set out in the Postal Ballot Notice dated 9" August,2021 is passed with requisite majority.
Resolution- 2:
Approval to continue payment of remuneration as per terms currently in force to Mr. Arun Mammen, in his capacity as Managing Director of the Company in terms of Regulation 17(6)(e)(i) of Listing Regulations, 2015 — Special Resolution
| Resolution- 2: | |
|---|---|
| Approval to continue payment of remuneration as | per terms currently in force to Mr. |
| Mammen, Managing Arun capacity his as in |
Company terms Director the of of in |
| 17(6)(e)(i) of Listing Regulations, 2015 — Special Resolution Regulation |
|
| Votes in favour of the resolution | |
| Number of members | 691 |
| Number of votes cast by them | 2679704 |
| % of total number of valid votes cast | 87.20 |
| Votes against the resolution | |
| Number of members Number of votes cast by them |
395 393434 |
| % of total number of valid votes cast | 12.80 |
| Invalid Votes | NIL |
| Result: As the number of votes cast in favour of the resolution was not less than three | |
| times the number of votes cast against, | report that the Special Resolution with regard to |
| Resolution No.2 as set out in the Postal |
Ballot Notice dated 9" August,2021 is passed |
| with requisite majority. | |
| Resolution- 3: | |
| Approval to continue payment of remuneration | as per terms currently in force to Mr |
| Mammen Rahul capacity Mappillai, his as in |
Company in Managing Director of the |
| of Requlation 17(6)(e)(i) of Listing Requlations, 2015 — Special Resolution terms |
|
| Votes in favour of the resolution | |
| Number of members | 689 |
| Number of votes cast by them % of total number of valid votes cast |
2679701 87.20 |
| Votes against the resolution | |
| Number of members | 396 |
| Number of votes cast by them % of total number of valid votes cast |
393435 12.80 |
Resolution- 3:
| 17(6)(e)(i) of Listing Regulations, 2015 — Special Resolution Regulation |
|
|---|---|
| Votes in favour of the resolution | |
| Number of members | 691 |
| Number of votes cast by them | 2679704 |
| % of total number of valid votes cast | 87.20 |
| Votes against the resolution | |
| Number of members | 395 |
| Number of votes cast by them | 393434 |
| % of total number of valid votes cast | 12.80 |
| Invalid Votes | NIL |
| Result: As the number of votes cast in favour of the resolution was not less than three times the number of votes cast against, Resolution No.2 as set out in the Postal with requisite majority. Resolution- 3: |
report that the Special Resolution with regard to Ballot Notice dated 9" August,2021 is passed |
| Mammen capacity Mappillai, his as in |
as per terms currently in force to Mr Company in Managing Director of the |
| of Requlation 17(6)(e)(i) of Listing Requlations, 2015 — Special Resolution | |
| Votes in favour of the resolution | |
| Number of members | 689 |
| Number of votes cast by them | 2679701 |
| % of total number of valid votes cast | 87.20 |
| Votes against the resolution | |
| Number of members | 396 |
| Number of votes cast by them | 393435 |
| Approval to continue payment of remuneration Rahul terms % of total number of valid votes cast |
12.80 |
Result: As the number of votes cast in favour of the resolution was not less than three times the number of votes cast against, | report that the Special Resolution with regard to Resolution No.3 as set out in the Postal Ballot Notice dated 9" August,2021 is passed with requisite majority.
Resolution- 4:
Approval to continue payment of Remuneration as per terms currently in force to the Managing Directors/Whole-time Directors of the Company in terms of Regulation 17(6)(e)(ii) of Listing Requlations, 2015 - Special Resolution
| Resolution- 4: | |
|---|---|
| Approval to continue payment of Remuneration as per terms currently in force to the | |
| Directors of Directors/Whole-time Managing |
Regulation in terms of the Company |
| of Listing Requlations, 2015 17(6)(e)(ii) |
- Special Resolution |
| Votes in favour of the resolution | |
| Number of members | 690 |
| Number of votes cast by them | 2679727 |
| % of total number of valid votes cast | 87.20 |
| Votes against the resolution | |
| Number of members | 393 |
| Number of votes cast by them | 393402 |
| % of total number of valid votes cast | 12.80 |
| Invalid Votes | NIL |
Result: As the number of votes cast in favour of the resolution was not less than three times the number of votes cast against, | report that the Special Resolution with regard to Resolution No.4 as set out in the Postal Ballot Notice dated g* August, 2021is passed with requisite majority.
Yours faithfully,
For JAGANNATHAN AND SARABESWARAN Chartered Accountants Firm Registration No : 001204S
\Jece NC SARABESWARAN
Partner Dated: 09.10.2021 Membership No:009861
Cc to: COMPANY SECRETARY, MRF Limited i:
Ra "S has % = chartered =
4, rMR = - LIMITED
Ashi Ss pone COMPANY SECRETARY