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Nath Biogene India Ltd. AGM Information 2021

Aug 28, 2021

63545_rns_2021-08-28_bb72ad35-6560-421b-8360-f45420377776.pdf

AGM Information

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28th August, 2021
The Manager-ListingBSE LimitedPhiroze Jeejeebhoy Towers,Dalal Street,Mumbai-400001 The Manager- ListingNational Stock Exchange of India Ltd.,Exchange Plaza, Bandra-Kurla ComplexBandra (E)Mumbai-400051
BSE Code-537291 NSE Code-NATHBIOGEN
Requirements) Regulations, 2015. ("Listing Regulations").
Dear Sir/Madam,
11:00 a.m. via video conferencing/other audio visual means.
In this regards, please find the following:
Listing Regulations.
  • Sub: Summary of Proceedings of Annual General Meeting ("AGM") of the Company held on Friday, 27' August, 2021 and Voting Results with Scrutinizers Report of remote e-voting.
  • Ref: Regulation 30 and Regulation 44 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. ("Listing Regulations").
Bio-GenesNath(CIN L01110MH1993PLC072842) Ltd.(1)
28th August, 2021
The Manager-ListingBSE LimitedPhiroze Jeejeebhoy Towers,Dalal Street,Mumbai-400001 The Manager- ListingNational Stock Exchange of India Ltd.,Exchange Plaza, Bandra-Kurla ComplexBandra (E)Mumbai-400051
BSE Code-537291 NSE Code-NATHBIOGEN
Ref: andRegulation30 Friday, 27' August, 2021 and Voting Results with Scrutinizers Report of remote e-voting.andObligation(ListingtheSEBIRegulation44ofRequirements) Regulations, 2015. ("Listing Regulations"). Disclosure
Dear Sir/Madam,
We i: formed you that the AGM of the Members of the Company was held on 27tt August 2021 at11:00 a.m. via video conferencing/other audio visual means.
In this regards, please find the following:
Listing Regulations. 1. Proceedings of AGM held on 27 August 2021 pursuant to Regulation 30 of the Annexure-!
2. Voting Results of the AGM pursuant to Regulation 44(3) of the SEBI Listing Annexure-II
Obligation and Disclosure Requirement), Regulations 2015:
remote e voting. 3. Scrutinizers Report, pursuant to Section 108 of the Companies Act, 2013 on Annexure-Ill

This is for your information and records.

Thanking You.

Sincerely, For Nath Bio-Genes (India) Limited a

Devinder Khurana Chief Financial Officer

= Nath House, Nath Road, Aurangabad - 431005 (MS) Tel : 0240-2376314/5/6/7 NATH Email : [email protected] www.nathbiogenes.com = 1, Chateau Windsor, 86 Veer Nariman Road, Mumbai - 400020 (MS) Tel : 022-22871001, 22875653/4/5 GROUP

NATH BIO-GENES (INDIA) LIMITED

NATH BIO-GENES (INDIA) LIMITED , oe ,Bio-GenesNathLtd.(1)(CIN L01110MH1993PLC072842)
A) DETAILS OF THE PROCEEDINGS OF THE MEETING
Sr. Particulars Details
No.1 Date of the AGM Annual General MeetingFriday, August 27, 2021
2 No. of Shareholders present in themeeting either in person orthrough proxy:Promoters and Promoter Group:Public: Not applicable
a No. of Shareholders attended themeeting through VideoConferencing (excluding webcast)
Promoters and PromoterGroup: 13
Public: 28

= Nath House, Nath Road, Aurangabad - 431005 (MS) Tel : 0240-2376314/5/6/7 Nad TH Email : [email protected] www.nathbiogenes.com = 1, Chateau Windsor, 86 Veer Nariman Road, Mumbai - 400020 (MS) Tel : 022-22871001, 22875653/4/5 GROUPE

PROCEEDINGS OF 28T! ANNNUAL GENERAL MEETING HELD ON FRIDAY 277 AUGUST 2021.

1. Date and Time of the Meeting:

The 28th Annual General Meeting (AGM) of Nath Bio-Genes (India) Limited was held on Friday, 27 August, 2021 at 11.00 A.M through Video Conferencing (VC) /Other Audio Visual Means (OAVM).

2. Proceeding in brief:

  • e Mr. Satish Kagliwal, chairman of the meeting chaired the proceedings of the meeting.
  • e The requisite quorum being present the chairman called the meeting to order.
  • e Directors, Statutory Auditors, Secretarial Auditors, and KMP's were present in Meeting
  • e The Chairman informed that the Meeting is being held through Video Conferencing (VC) / Other Audio Visual Means (OAVM) as per the provisions of the Companies Act, 2013 and circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India.
  • e The Chairman informed that remote e-voting commenced at 09:00 A.M. on Tuesday, August 24, 2021 and concluded at 5:00 P.M. on Thursday, August 26, 2021.
  • e The following businesses as set out in the Notice convening the 28" AGM were earlier put to vote through remote e-voting. The e-voting was again opened for 'the Members who were present in the Meeting and who did not cast their vote earlier.

Ordinary Business:

    1. To receive, consider and adopt Audited Balance Sheet of the Company as at March 31, 2021 and Statement of Profit & Loss for the year ended as on that date together with the Reports of Directors and Auditors thereon.
    1. To declare a final Dividend of Rs. 2 per equity share of face value of Rs. 10 each for financial year ended 31st March 2021.

= Nath House, Nath Road, Aurangabad - 431005 (MS) Tel : 0240-2376314/5/6/7 N ATH Email : [email protected] www.nathbiogenes.com = 1, Chateau Windsor, 86 Veer Nariman Road, Mumbai - 400020 (MS) Tel : 022-22871001, 22875653/4/5 GROUP

    1. To appoint Mrs. Sweta Kagliwal (DIN-02052811) as Director of the Company, who retires by rotation and being eligible, offer herself for re-appointment.
    1. To consider the appointment of Ms. Ashu Jain (DIN-00243310) as an Independent Director of the Company.
    1. To consider the appointment of Mr. Vadla Nagabhushanam (DIN:08863512) as an Independent Director of the Company as an Ordinary Resolution.
    1. To consider the appointment of Mr. Madhukar Deshpande (DIN: 07630081) as an Independent Director of the Company as an Ordinary Resolution.

3. Scrutinizer.

The Board of Directors had appointed Mrs. Neha p Agrawal, Practicing Company Secretary, as the Scrutinizer to supervise the e- voting.

4. Voting by Members

All the resolutions set out in Notice calling the 28" AGM were passed with the requisite majority

Results of e-voting are being disseminated to the stock exchange and also being uploaded on the website of the Company.

This is for your information and records.

Thanking You.

Sincerely, For Nath Bio-Genes (India) Limited

Devinder Khurana Chief Financial Officer

= Nath House, Nath Road, Aurangabad - 431005 (MS) Tel : 0240-2376314/5/6/7 Na TH Email : [email protected] www.nathbiogenes.com = 1, Chateau Windsor, 86 Veer Nariman Road, Mumbai - 400020 (MS) Tel : 022-22871001, 22875653/4/5 GROUP

Annexure- IL

Annexure-IL
Resolution required: (Ordinary / Special) Resolution (1) Ordinary
Whether promoter/promoter group are interested in the Description of resolution considered No 1. To receive, consider and adopt Audited Balance Sheet of the Company as at March 31, 2021 and Statementof Profit & Loss for the year ended as on that date together with the Reports of Directors and Auditors
Category Mode of votingi No. of shares held No. of votespolled lion onon outstandingshares s—in favour x— against thereon.No. of votes No. of votes % of votes in favour onvotes polled % of Votes against on votespolled
(1) (2) (3)=[(2)/(1)]*100 (4) (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100
Promoterand E-VotingPoll :2926641 29266410 100.00000.0000 29266410 00 100.00000 0.00000
PromoterGroup Postal Ballot (if applicable)Total 2926641 02926641 0.0000100.0000 02926641 00 0100.0000 00.0000
Public- E-VotingPoll 0 00 00 00 00 0.00000.0000 0.00000.0000
Institutions Postal Ballot (if applicable)Total 0 00 00.0000 00 00 0.00000.0000 0.00000.0000
Public-Non_ E-Voting Poll 4914684 49146840 100.00000.0000 49144650 2190 99.99550 0.00450
Institutions Postal Ballot (if applicable)Total 4914684 04914684 0.0000100.0000 04914465 0219 089.9955 00.0045
Total 7841325 7841325 100.0000 7841106Whether resolution is Pass or Not. ZS 99,9972 0.0028Yes

Resolution (2)
Resolution required: (Ordinary / Special) Ordinary
Whether promoter/promoter group are interested in the No
Description of resolution considered March 2021. 2. To Declare a final Dividend of Rs. 2 per equity share of face value of Rs. 10 each for financial year ended 31st
Category Mode of voting No. of shares held No. of votespolled % of Votes polledon outstandingshares No. of votes$-$ in favour No. of votes$-$ against % of votes in favour onvotes polled % of Votes against on votespolled
(1) (2) $(3)=[(2)/(1)]*100$ (4) (5) $(6)=[(4)/(2)]*100$ $(7)=[(5)/(2)]*100$
Promoter E-Voting 2926641 100.0000 2926641 100.0000 0.0000
and Poll 2926641 0.0000
Promoter Postal Ballot (if applicable) 0.0000
Group Total 2926641 2926641 100.0000 2926641 100.0000 0.0000
E-Voting 0.0000 0.0000
Public- Poll 0.0000 0.0000
Institutions Postal Ballot (if applicable) 0.0000 0.0000
Total 0.0000 0.0000 0.0000
E-Voting 4914684 100.0000 4914595 89 99.9982 0.0018
Public-Non Poll 4914684 0.0000
Institutions Postal Ballot (if applicable) 0.0000
Total 4914684 4914684 100.0000 4914595 89 99.9982 0.0018
Total 7841325 7841325 100.0000 7841236 89 99.9989 0.0011
Whether resolution is Pass or Not. Yes

$\sqrt{\frac{g_0^{2}}{g_0^{2}}}\left(\frac{1}{2}\right)^{1/2}$ ē * Aura

Resolution (3) Ordinary
Whether promoter/promoter group are interested in the Resolution required: (Ordinary / Special)Description of resolution consideredile f :we Nobeing eligible, offer herself for re-appointment, 3. To appoint Mrs. Sweta Kagliwal (DIN-02052811) as Director of the Company, who retires by rotation and
Category Mode of voting: No. of shares held No. of votespolled aesmleon outstandingshares 5—in favour :— against No. of votes No. of votes % of votes in favour onvotes polled % of Votes against on votespolled
(1) (2) (3)=£(2)/(1)]*100 (4) (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100
E-VotingPoll 2926641 29266410 100.00000.0000 29266410 00 100.00000 0.0000.0
Postal Ballot (if applicable)Total 2926641 )2926641 0.0000100.0000 02926641 0)0 0100.0000 00.0000
E-VotingPoll 0 00) 00 00 00 0.00000.0000 0.00000.0000
Institutions Postal Ballot (if applicable) 0 00 00.0000 00 00 0.00000.0000 0.00000.0000
TotalE-Voting 4914640 100.0000 4914464 176 99.99640 0.00360t
PromoterandPromoterGroupPublic-Public- Non {PollInstitutions Postal Ballot (if applicable)Total 49146404914640 004914640 0.00000.0000100.0000 004914464 00176 099.9964 00.0036

Resolution required: (Ordinary / Special) Resolution (4) Ordinary
Whether promoter/promoter group are interested in the Description of resolution considered No 4. To consider the appointment of Ms. Ashu Jain (DIN-00243310) as an Independent Director of the Company
Category Mode of voting: No. of shares held No. of votespolled % of Votes polledon outstandingishares :—in favour :— against No. of votes No. of votes % of votes in favour onvotes polled % of Votes against on votespolled
Promoter E-Voting (1) (2)2926641 (3)=[(2)/(1)]*100100.0000 (4)2926641 (5)0 (6)=[(4)/(2)]*100100.0000 (7)=[(5)/(2)]*100
and
Poll 2926641 0 0.0000 0 0 0 0.00000
PromoterGroup Postal Ballot (if applicable)Total "2926641 02926641 0.0000100.0000 02926641 0QO}: 0100.0000 00.0000
Public- E-VotingPoll 00 00 00 00 0.00000.0000 0.00000.0000
Institutions Postal Ballot (if applicable)Totals 00 00.0000 00 00 0.00000.0000 0.00000.0000
Public- Non E-Voting Poll 4914640 49146400 100.00000.0000 49144370 2030 99.99590 0.00410
Institutions Postal Ballot (if applicable) 0 0.0000 0 0 0 0
TotalTotal 49146407841281 49146407841281 100.0000100.0000 49144377841078Whether resolution is Pass or Not. 203203 99.995999.9974 0.00410.0026Yes

Resolution (5)
Resolution required: (Ordinary / Special) Ordinary
Whether promoter/promoter group are interested in the No
Description of resolution considered the Company as an Ordinary Resolution 5. To consider the appointment of Mr. Vadla Nagabhushanam (DIN:08863512) as an Independent Director of
Category Mode of voting No. of shares held No. of votespolled % of Votes polledon outstandingshares No. of votes$-$ in favour No. of votes$-$ against % of votes in favour onvotes polled % of Votes against on votespolled
(1) (2) $(3)=[(2)/(1)]*100$ (4) (5) $(6)=[(4)/(2)]*100$ $(7)=[(5)/(2)]*100$
Promoter E-Voting 2926641 100.0000 2926641 100,0000 0.0000
and Poll 2926641 0.0000
Promoter Postal Ballot (if applicable) 0.0000
Group Total 2926641 2926641 100.0000 2926641 100.0000 0.0000
E-Voting 0.0000 0.0000
Public- Poll 0.0000 0.0000
Institutions Postal Ballot (if applicable) 0.0000 0.0000
Total $\Omega$ 0.0000 0.0000 0.0000
E-Voting 4914440 100.0000 4914237 203 99.9959 0.0041
Public-Non Poll 4914440 0.0000
Institutions Postal Ballot (if applicable) 0.0000
Total 4914440 4914440 100.0000 4914237 203 99.9959 0.0041
Total 7841081 7841081 100.0000 7840878 203 99.9974 0.0026
Whether resolution is Pass or Not. Yes

silndia $$ $$

$\sim$

Resolution (6)
Resolution required: (Ordinary / Special) Ordinary
Whether promoter/promoter group are interested in the No
Description of resolution considered 6. To consider the appointment of Mr. Madhukar Deshpande (DIN: 07630081) as an Independent Director of
Category Mode of voting No. of shares held No. of votespolled % of Votes polledon outstandingshares No. of votes$-$ in favour No. of votes$-$ against % of votes in favour onvotes polled % of Votes against on votespolled
(1) (2) $(3)=[(2)/(1)]*100$ (4) (5) $(6)=[(4)/(2)]*100$ $(7)=[(5)/(2)]*100$
Promoter E-Voting 2926641 100.0000 2926641 100,0000 0.0000
and Poll 2926641 $\sqrt{2}$ 0.0000
Promoter Postal Ballot (if applicable) $\cap$ 0.0000 $\Omega$ $\Omega$
Group Total 2926641 2926641 100.0000 2926641 $\overline{0}$ 100.0000 0.0000
E-Voting $\Omega$ 0.0000 0.0000
Public- Poll O 0.0000 0.0000
Institutions Postal Ballot (if applicable) $\Omega$ 0.0000 0.0000
Total $\Omega$ 0.0000 $\Omega$ $\Omega$ 0.0000 0.0000
E-Voting 4914440 100.0000 4914187 253 99.9949 0.0051
Public-Non Poll 4914440 0.0000 $\Omega$ $\Omega$ $\overline{0}$
Institutions Postal Ballot (if applicable) 0.0000 O $\Omega$
Total 4914440 4914440 100.0000 4914187 253 99.9949 0.0051
Total 7841081 7841081 100.0000 7840828 253 99.9968 0.0032
Whether resolution is Pass or Not. Yes

$s^{(Ind)_{\alpha}}$ $t$ and

$\overline{a}$

Practicing Company Secretary Address: Flat No. B - 3, Kalyani Gurmukh Heights, Behind SSC Board, Osmanpura, Aurangabad - 431 005 Ph No. 0240 2333432, 9422706625 Email Id: - [email protected].

SCRUTINIZER'S REPORT

=======================================

(Pursuant to Section 108 of the Companies Act, 2013, and Rule 20 (4) (Xii) of the Companies (Management and Administration) Rules, 2014)

To.

The Chairman of Annual General Meeting

Nath Bio-Genes (India) Limited,

Nath House, nath road

Aurangabad-431005

Dear Sir.

Sub: Consolidated Scrutinizer's Report on remote e-voting conducted pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by Companies (Management and Administration) Amendment Rules, 2015 for the 28th Annual General Meeting of Nath Bio-Genes (India) Limited held on Friday, August 27, 2021 at 11:00 a.m. through video conferencing (VC) / other audio visual means ('OAVM').

I Neha P Agrawal, Practicing Company Secretaries, had been appointed as the Scrutinizer by the Board of Directors of NATH BIO-GENES (INDIA) LIMITED pursuant to Section 108 of the Companies Act, 2013 ("the Act") read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, to conduct the remote e-voting process in respect of the below mentioned resolutions proposed at the 28th Annual General Meeting of Nath Bio-Genes (India) Limited held on Friday, August 27, 2021 at 11:00 a.m. through video conferencing (VC') / other audio visual means ('OAVM').

I was also appointed as Scrutinizer to scrutinize the remote e-voting process during the said AGM.

The notice dated June 24, 2021, as confirmed by the Company was sent to the shareholders in respect of the below mentioned resolutions passed at the AGM of the Company through electronic mode to those Members whose email addresses are registered with the Company/ Depositories, in compliance with the MCA Circular dated May 5, 2020 read with circulars dated April 8, 2020 and April 13, 2020 (collectively referred to as "MCA Circulars") and SEBI Circular dated May 12, 2020.

The Company had availed the e-voting facility offered by National Securities Depository Limited ("NSDL") for conducting remote e-voting by the Shareholders of the Company.

The voting period for remote e-voting commenced on Tuesday, August 24, 2021 (9:00 a.m. IST) and ended on Thursday, August 26, 2021 (5:00 p.m. IST) and the NSDL e-voting platform was blocked thereafter.

The Company had also provided remote e-voting facility to the shareholders present at the AGM through VC / OAVM and who had not cast their vote earlier.

The shareholders of the Company holding shares as on the "cut-off" dale of Saturday, August 21, 2021 were entitled to vote on the resolutions as contained in the Notice of the AGM.

After the closure of remote e-voting at the AGM, the report on voting done at the AGM and the votes cast under remote e-voting facility prior to the AGM were unblocked and were counted.

I have scrutinized and reviewed the remote e-voting prior and during the AGM and votes cast therein based on the data downloaded from the NSDL evoting system.

I now submit my consolidated Report as under on the result of the remote evoting in respect of the said resolutions

Item No-1 ADOPTION OF FINANCIAL STATEMENTS Ordinary Resolution

To receive, consider and adopt Audited Balance Sheet of the Company as at March 31, 2021 and Statement of Profit & Loss for the year ended as on that date together with the Reports of Directors and Auditors thereon.

Votes in favour of Resolution $(i)$

No of members No of Votes cast by $\frac{9}{6}$ of the total number of valid
them votes cast
109 7841106 99.99

$(ii)$ Votes against the resolution

No of members them No of Votes cast by $\frac{1}{2}$ of the total number of valid votescast
219 00.01

Practicing Company Secretary Address: Flat No. B - 3, Kalyani Gurmukh Heights, Behind SSC Board, Osmanpura, Aurangabad - 431 005 Ph No. 0240 2333432, 9422706625 Email Id: - [email protected],

_______________________________________

$(iii)$ Invalid votes

No of members them No of Votes cast by $\frac{1}{2}$ of the total number of valid votescast

Item No-2 DECLARATION OF DIVIDEND Ordinary Resolution

To Declare a Final Dividend of Rs. 2 per equity shares of Face Value of Rs. 10 Each for financial year ended 31st March 2021.

Votes in favour of Resolution $(i)$

No of members No of Votes cast by $\frac{1}{6}$ of the total number of valid
them votes cast
-110 7841236 99.99

$(ii)$ Votes against the resolution

No of members No of Votes cast by $\frac{1}{6}$ of the total number of valid votes
them cast
89 00.01

Invalid votes $(iii)$

No of members them No of Votes cast by $\frac{1}{6}$ of the total number of valid votescast

Item No-3 RE-APPOINTMENT OF DIRECTOR Ordinary Resolution

To appoint Mrs. Sweta Kagliwal (DIN-02052811) as Director of the Company, who retires by rotation and being eligible, offer herself for re-appointment:

$i)$ Votes in favour of Resolution

No of members No of Votes cast by $\frac{9}{6}$ of the total number of valid votes
them cast
-107 7841105 99.99

Practicing Company Secretary Address: Flat No. B - 3, Kalyani Gurmukh Heights, Behind SSC Board, Osmanpura, Aurangabad - 431 005 Ph No. 0240 2333432, 9422706625 Email Id: - [email protected],

_______________________________________

$(ii)$ Votes against the resolution

No of members them No of Votes cast by $\frac{1}{6}$ of the total number of valid votescast
176 00.01

Invalid votes $(iii)$

No of members No of Votes cast by $\frac{1}{2}$ of the total number of valid votes
them cast

Item No-4

APPOINTMENT OF INDEPENDENT DIRECTOR. Ordinary Resolution

To consider the appointment of Mr. Ashu Jain (DIN:00243310) as an Independent Director of the Company as an Ordinary Resolution:

$(i)$ Votes in favour of Resolution

No of members No of Votes cast by $\frac{1}{2}$ of the total number of valid votes
them cast
-106 7841078 99.99

$(ii)$ Votes against the resolution

No of members them No of Votes cast by $\frac{1}{2}$ % of the total number of valid votescast
203 00.01

Invalid votes $(iii)$

No of members them No of Votes cast by $\frac{1}{6}$ of the total number of valid votescast

Item No-5 APPOINTMENT OF INDEPENDENT DIRECTOR. Ordinary Resolution

Practicing Company Secretary Address: Flat No. B - 3, Kalyani Gurmukh Heights, Behind SSC Board, Osmanpura, Aurangabad - 431 005 Ph No. 0240 2333432, 9422706625 Email Id: - [email protected],

_______________________________________

To consider the appointment of Mr. Vadla Nagabhushanam (DIN-08863512) as an Independent Director of the Company as an Ordinary Resolution:

Votes in favour of Resolution $(i)$

No of members No of Votes cast by $\frac{1}{6}$ of the total number of valid votes
them cast
-105 7840878 99.99

$(ii)$ Votes against the resolution

No of members them No of Votes cast by $\frac{1}{2}$ of the total number of valid votescast
203 00.01

$(iii)$ Invalid votes

No of members them No of Votes cast by $\frac{1}{2}$ % of the total number of valid votescast

Item No-6 APPOINTMENT OF INDEPENDENT DIRECTOR. Ordinary Resolution

To consider the appointment of Madhukar Deshpande (DIN: 07630081) as an Independent Director of the Company as an Ordinary Resolution:

$(i)$ Votes in favour of Resolution

No of members No of Votes cast by $\frac{1}{6}$ of the total number of valid votes
them cast
104 7840828 99.99

$(ii)$ Votes against the resolution

No of members them No of Votes cast by $\frac{1}{6}$ of the total number of valid votescast
253 00.01

Practicing Company Secretary Address: Flat No. B - 3, Kalyani Gurmukh Heights, Behind SSC Board, Osmanpura, Aurangabad - 431 005 Ph No. 0240 2333432, 9422706625 Email Id: - [email protected],

_______________________________________

$(iii)$ Invalid votes

No of members them No of Votes cast by $\frac{1}{6}$ of the total number of valid votescast

Thanking You, Yours Faithfully,

Neha P Agrawal Practicing Company Secretary Membership No- F7350 CP No-8048

Place: Aurangabad Date: 28.08.2021 UDIN NO: F007350C000851083