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Nelco Ltd Declaration of Voting Results & Voting Rights Announcements 2021

Jun 22, 2021

59219_rns_2021-06-22_18acb908-9eb2-44b5-ab30-cf17fcbfdb08.pdf

Declaration of Voting Results & Voting Rights Announcements

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22ndJune 2021 22ndJune 2021
BSE Limited
Corporate Relationship Dept.
1st. Floor, New Trading Ring
Rotunda Building, P. J. Towers, Fort
Mumbai–400 001
BSE:504112
National Stock Exchange of India Limited
5thFloor, Exchange Plaza, Plot No.C-1,
Block “G” Bandra Kurla Complex
Bandra (East)
Mumbai–400 051
NSE: Nelco EQ

Dear Sirs,

Sub: Summary of Proceedings and Voting Results of the 78[th] Annual General Meeting In terms of the General Circular No. 20/2020 dated May 5, 2020 in relation to “Clarification on holding of Annual General Meeting (AGM) through video conferencing (VC) or other audio visual means (OAVM)” read with General Circular No. 14/2020 dated April 8, 2020, the General Circular No. 17/ 2020 dated April 13, 2020, No. 33/2020 dated September 28, 2020 and General Circular No. 39/2020 dated December 31, 2020 in relation to “Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 and the rules made thereunder on account of the threat posed by Covid-19” and General Circular No.02/2021 dated January 13, 2021 (collectively referred to as “MCA Circulars”) and SEBI vide its circular dated May 12, 2020 in relation to “Additional relaxation in relation to compliance with certain provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 – Covid-19 pandemic” and circular dated January 15, 2021 (“SEBI Circulars”), the 78[th] Annual General Meeting (AGM) of the Company was held on Tuesday, 22[nd] June 2021 at 4.30 p.m. (IST) through two-way VC/OAVM to transact the business as stated in the Notice dated 28[th] April 2021, convening the AGM. All the items of business contained in the Notice of the AGM dated 28[th] April 2021 were transacted and passed by the Members with requisite majority. The Company also facilitated the live webcast of the proceedings.

In connection with the same, please find the following:

  • a) Summary of proceedings of the AGM of the Company, as required under Regulation 30, Part A of Schedule III to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), attached and marked as Annexure - 1.

  • b) Combined voting results of the remote e-Voting together with the voting conducted during the proceedings of the AGM, in relation to the items of business transacted at the AGM, as required under Regulation 44 of the Listing Regulations, attached and marked as Annexure - 2.

  • c) The Scrutinizer's Report dated 22[nd] June 2021, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, attached and marked as Annexure - 3.

The AGM concluded at 5:38 p.m. (IST).

The Voting Results along with the Scrutinizer's Report are also available on the website of the Company viz. www.nelco.in

You are requested to kindly take the same on record.

Yours faithfully For Nelco Limited

Girish V Kirkinde Company Secretary & Head - Legal

Encl: As stated above

Nelco Limited, EL-6, Electronics Zone, MIDC, Mahape, Navi Mumbai - 400 710, India. Tel: +91 22 6791 8728, 6739 9100 Fax: +91 22 6791 8787 Web: www.nelco.in

CIN No.L32200MH1940PLC003164; Email ID:[email protected]

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Annexure-1

Summary of Proceedings of the 78[th] Annual General Meeting of the Company

The 78[th] Annual General Meeting (‘AGM’) of the Members of Nelco Limited (‘the Company’) was held on Tuesday, 22[nd] June 2021 at 4.30 p.m. (IST) through two-way Video Conferencing (‘VC’)/Other Audio Visual Means (‘OAVM’). The Company, while conducting the Meeting, adhered to the Ministry of Corporate Affairs (MCA) Circulars, Securities and Exchange Board of India (SEBI) Circular, and other social distancing norms in view of the outbreak of COVID19 pandemic.

The Company Secretary welcomed the Members to the Meeting and briefed them on certain procedural and technical points relating to the participation at the Meeting through VC.

Mr. R.R.Bhinge, Chairman of the Company chaired the Meeting. The requisite quorum being present, the Chairman called the meeting to order. The Registers as required under the Companies Act, 2013 and other relevant documents mentioned in the Notice were available for inspection. Since there was no physical attendance of Members and in compliance with the Circulars issued by the MCA and SEBI, the requirement of appointing proxies was not applicable, except for the authorized representatives of corporate shareholders.

All the Directors of the Company attended the Meeting. The respective Chairpersons of the Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee were also present at the AGM. The representatives of S.R. Batliboi & Associates LLP, Chartered Accountants, Statutory Auditors, M/s. Bhandari & Associate, Secretarial Auditors and M/s. Parikh and Associates, Scrutinizers for the e-Voting and the voting during the proceedings of the AGM, were also present at the Meeting through VC.

With the consent of the Members, the Notice convening the Meeting and the Auditors' Report were taken as read. The Members were informed that the Statutory Auditors' Report and Secretarial Audit Report did not have any qualifications.

The Chairman then made his opening remarks with respect to the growth outlook and the operations of the Company. The Chairman also acknowledged the contribution of all the employees and other stakeholders during the year.

The following resolutions set out in the Notice convening the AGM were proposed and seconded by the Members:

Item
No.
Description of Resolution Resolution required
(Ordinary/Special)
1. Adoption of the audited financial statements for the financial
year ended 31stMarch, 2021 together with the reports of the
Board of Directors and Auditors thereon.
Ordinary
2. Adoption of Audited consolidated financial statements for the
financial year ended 31stMarch, 2021 together with the report
of the Auditors thereon.
Ordinary
3. Declaration of Dividend on Equity Shares for the financial year
ended 31stMarch, 2021.
Ordinary
4. Re-appointment of Mr. Anand Agarwal as a Director, who is
liable to retire by rotation and, being eligible, offers himself for
re-appointment.
Ordinary
5. Reappointment of Mr. P. J. Nath as Managing Director & CEO Special

The Company Secretary informed the Members that the Company had provided its Members the facility to cast their vote electronically through the National Securities Depository Limited (‘NSDL’) system before the Meeting. He further informed that the remote e-Voting facility was also made available during the AGM for the benefit of Members who were present during the Meeting and had not cast their votes earlier through remote eVoting. He further informed that Mr. P. N. Parikh (FCS No. 327) or failing him, Mr. Mitesh Dhabliwala (FCS No.8331) of M/s. Parikh and Associates, Company Secretaries were appointed as Scrutinizers to supervise that the remote e-Voting and the voting during the proceedings of the AGM was done in a fair and transparent manner.

The Chairman then invited the Members to express their views, ask questions and seek clarifications on the operations as well as the financial performance of the Company. The Chairman then responded to the questions asked and clarifications sought by the Members.

Post the Q&A session, the Chairman thanked the Members for attending and participating at the meeting. He also thanked the Directors for joining the Meeting virtually. The e-Voting facility was kept open for the next 15 minutes form the close of the AGM to enable the Members to cast their vote. The Chairman authorized the Company Secretary to carry out the voting process, accept, acknowledge, countersign the Scrutinizer’s report and declare the results of the consolidated voting. He informed the Members that the consolidated voting results alongwith the Scrutinizer’s Report, shall be announced within 48 hours from the conclusion of the AGM and the same would be intimated to the Stock Exchanges viz. BSE Limited and National Stock Exchange of India Limited and uploaded on the website of the Company at www.nelco.in and webisite of NSDL at www.evoting.nsdl.com.

The Scrutinizer's Report was received on Tuesday, 22[nd ] June 2021 and, as set out therein, all the Resolutions have been passed with the requisite majority.

For Nelco Limited

Girish V Kirkinde Company Secretary & Head - Legal

Annexure-2

Voting Results pursuant to Regulation 44 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015


Disclosure Requirements) Regulations, 2015
Date of AGM 22ndJune 2021
Total number of shareholders on record date for e-voting i.e.
15/06/2021
(Book closure: 09/06/2021 to 14/06/2021 both days inclusive)
29,964
No. of shareholders present in the meeting either in person or
through proxy:

Promoter and Promoter group

Public
No arrangement for a
physical
meeting
or
appointment
of
proxy
was
made
as
the
Meeting
was
held
through VC/OAVM.
No. of shareholders attended the meeting through Video
Conferencing

Promoter and Promoter group

Public
2
68
Nelco Limited Nelco Limited Nelco Limited Nelco Limited Nelco Limited Nelco Limited
Resolution Required :(Ordinary) 1 - To receive, consider and adopt the Audited Financial Statements for the financial year ended 31st
March, 2021 together with the Reports of the Board of Directors and the Auditors thereon.
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 votes
polled
% of Votes against
on votespolled
[1] [2] [3]={[2]/[1]}*100 [4] [5] [6]={[4]/[2]}*100 [7]={[5]/[2]}*100
Promoter and Promoter
Group
E-Voting 11428940 11419090 99.9138 11419090 0 100.0000 0.0000
Poll 0 0.0000 0 0 0.0000 0.0000
Postal Ballot 0 0.0000 0 0 0.0000 0.0000
Total 11419090 99.9138 11419090 0 100.0000 0.0000
Public Institutions E-Voting 767732 700000 91.1777 700000 0 100.0000 0.0000
Poll 0 0.0000 0 0 0.0000 0.0000
Postal Ballot 0 0.0000 0 0 0.0000 0.0000
Total 700000 91.1777 700000 0 100.0000 0.0000
Public Non Institutions E-Voting 10621728 798750 7.5200 798600 150 99.9812 0.0188
Poll 0 0.0000 0 0 0.0000 0.0000
Postal Ballot 0 0.0000 0 0 0.0000 0.0000
Total 798750 7.5200 798600 150 99.9812 0.0188
Total 22818400 12917840 56.6115 12917690 150 99.9988 0.0012

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Nelco Limited Nelco Limited Nelco Limited Nelco Limited Nelco Limited Nelco Limited
Resolution Required :(Ordinary) 2 - To receive, consider and adopt the Audited Consolidated Financial Statements for the financial year
ended 31st March, 2021 together with the Report of the Auditors thereon.
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 votes
polled
% of Votes against
on votespolled
[1] [2] [3]={[2]/[1]}*100 [4] [5] [6]={[4]/[2]}*100 [7]={[5]/[2]}*100
Promoter and Promoter
Group
E-Voting 11428940 11419090 99.9138 11419090 0 100.0000 0.0000
Poll 0 0.0000 0 0 0.0000 0.0000
Postal Ballot 0 0.0000 0 0 0.0000 0.0000
Total 11419090 99.9138 11419090 0 100.0000 0.0000
Public Institutions E-Voting 767732 700000 91.1777 700000 0 100.0000 0.0000
Poll 0 0.0000 0 0 0.0000 0.0000
Postal Ballot 0 0.0000 0 0 0.0000 0.0000
Total 700000 91.1777 700000 0 100.0000 0.0000
Public Non Institutions E-Voting 10621728 798750 7.5200 798640 110 99.9862 0.0138
Poll 0 0.0000 0 0 0.0000 0.0000
Postal Ballot 0 0.0000 0 0 0.0000 0.0000
Total 798750 7.5200 798640 110 99.9862 0.0138
Total 22818400 12917840 56.6115 12917730 110 99.9991 0.0009

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Nelco Limited Nelco Limited Nelco Limited Nelco Limited Nelco Limited Nelco Limited
Resolution Required :(Ordinary) 3 - To declare a dividend on Equity Shares for the financialyear ended 31st March 2021.
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 votes
polled
% of Votes against
on votespolled
[1] [2] [3]={[2]/[1]}*100 [4] [5] [6]={[4]/[2]}*100 [7]={[5]/[2]}*100
Promoter and Promoter
Group
E-Voting 11428940 11419090 99.9138 11419090 0 100.0000 0.0000
Poll 0 0.0000 0 0 0.0000 0.0000
Postal Ballot 0 0.0000 0 0 0.0000 0.0000
Total 11419090 99.9138 11419090 0 100.0000 0.0000
Public Institutions E-Voting 767732 700000 91.1777 700000 0 100.0000 0.0000
Poll 0 0.0000 0 0 0.0000 0.0000
Postal Ballot 0 0.0000 0 0 0.0000 0.0000
Total 700000 91.1777 700000 0 100.0000 0.0000
Public Non Institutions E-Voting 10621728 798250 7.5153 798240 10 99.9987 0.0013
Poll 0 0.0000 0 0 0.0000 0.0000
Postal Ballot 0 0.0000 0 0 0.0000 0.0000
Total 798250 7.5153 798240 10 99.9987 0.0013
Total 22818400 12917340 56.6093 12917330 10 99.9999 0.0001

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Nelco Limited Nelco Limited Nelco Limited Nelco Limited Nelco Limited Nelco Limited
Resolution Required :(Ordinary) 4 - To appoint a Director in place of Mr. Anand Agarwal (DIN 06398370) who retires by rotation and being
eligible, offers himself for re-appointment.
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 votes
polled
% of Votes against
on votespolled
[1] [2] [3]={[2]/[1]}*100 [4] [5] [6]={[4]/[2]}*100 [7]={[5]/[2]}*100
Promoter and Promoter
Group
E-Voting 11428940 11419090 99.9138 11419090 0 100.0000 0.0000
Poll 0 0.0000 0 0 0.0000 0.0000
Postal Ballot 0 0.0000 0 0 0.0000 0.0000
Total 11419090 99.9138 11419090 0 100.0000 0.0000
Public Institutions E-Voting 767732 700000 91.1777 700000 0 100.0000 0.0000
Poll 0 0.0000 0 0 0.0000 0.0000
Postal Ballot 0 0.0000 0 0 0.0000 0.0000
Total 700000 91.1777 700000 0 100.0000 0.0000
Public Non Institutions E-Voting 10621728 798200 7.5148 798090 110 99.9862 0.0138
Poll 0 0.0000 0 0 0.0000 0.0000
Postal Ballot 0 0.0000 0 0 0.0000 0.0000
Total 798200 7.5148 798090 110 99.9862 0.0138
Total 22818400 12917290 56.6091 12917180 110 99.9991 0.0009

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Nelco Limited Nelco Limited Nelco Limited Nelco Limited Nelco Limited Nelco Limited
Resolution Required :(Ordinary) 5 - Reappointment of P.J.Nath as Managing Director & CEO.
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 votes
polled
% of Votes against
on votespolled
[1] [2] [3]={[2]/[1]}*100 [4] [5] [6]={[4]/[2]}*100 [7]={[5]/[2]}*100
Promoter and Promoter
Group
E-Voting 11428940 11419090 99.9138 11419090 0 100.0000 0.0000
Poll 0 0.0000 0 0 0.0000 0.0000
Postal Ballot 0 0.0000 0 0 0.0000 0.0000
Total 11419090 99.9138 11419090 0 100.0000 0.0000
Public Institutions E-Voting 767732 700000 91.1777 700000 0 100.0000 0.0000
Poll 0 0.0000 0 0 0.0000 0.0000
Postal Ballot 0 0.0000 0 0 0.0000 0.0000
Total 700000 91.1777 700000 0 100.0000 0.0000
Public Non Institutions E-Voting 10621728 798200 7.5148 798025 175 99.9781 0.0219
Poll 0 0.0000 0 0 0.0000 0.0000
Postal Ballot 0 0.0000 0 0 0.0000 0.0000
Total 798200 7.5148 798025 175 99.9781 0.0219
Total 22818400 12917290 56.6091 12917115 175 99.9986 0.0014

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PARIKH & ASSOCIATES

COMPANY SECRETARIES

Office

111, 11[th ] Floor, Sai-Dwar CHS Ltd Sab TV Lane, Opp. Laxmi Industrial Estate, Off Link Road, Above Shabari Restaurant, Andheri (W), Mumbai : 400053

Tel No 26301232 / 26301233 / 26301240 Email: [email protected] [email protected]

To, The Chairman Nelco Limited EL-6, TTC Industrial Area, MIDC Electronics Zone, Mahape, Navi Mumbai 400 710

Dear Sir,

Sub: -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 78[th] Annual General Meeting of Nelco Limited held on Tuesday, June 22, 2021 at 04.30 p.m. (IST) / other audio visual .

I, Mitesh Dhabliwala, of Parikh & Associates, Practising Company Secretaries, had been appointed as the Scrutinizer by the Board of Directors of Nelco Limited pursuant to Section 108 of the Companies Act, 2013 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 78[th] Annual General Meeting ( AGM ) of Nelco Limited on Tuesday, June 22 ,2021 at 04.30 p.m.(IST) through VC/OAVM.

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

The notice dated April 28, 2021, convening the AGM, as confirmed by the Company was sent to the shareholders in respect of the below mentioned resolutions proposed 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 circulars dated May 5, 2020 and January 13, 2021 read with circulars dated April 8, 2020 and and SEBI Circular dated May 12, 2020 and January 15, 2021.

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1

Continuation Sheet

The Company had availed the e-voting facility offered by National Securities for conducting remote e-voting by the Shareholders of the Company.

The voting period for remote e-voting commenced on Saturday, June 19, 2021 (9:00 a.m. IST) and ended on Monday, June 21, 2020 (5:00 p.m. IST) and the NSDL e-voting platform was disabled 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 C - Tuesday, June 15, 2021 were entitled to vote on the resolutions as contained in the Notice of the AGM.

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

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

The Management of the Company is responsible to ensure compliance with the requirements of the Act and rules relating to remote e-voting prior to and during the AGM on the resolutions contained in the notice of the AGM.

My responsibility as scrutinizer for the remote e-voting is restricted to making a

I now submit my consolidated report as under on the result of the remote e-voting prior to and during the AGM in respect of the said resolutions.

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2

Continuation Sheet

Resolution 1: Ordinary Resolution

To receive, consider and adopt the Audited Financial Statements for the financial year ended 31st March, 2021 together with the Reports of the Board of Directors and the Auditors thereon.

(i) Voted in favour of the resolution:

Number
of
members
voted
Number of valid votes
cast by them
% of total number of valid
votes cast
Number
of
members
voted
Number of valid votes
cast by them
% of total number of valid
votes cast
Number
of
members
voted
Number of valid votes
cast by them
% of total number of valid
votes cast
139 1,29,17,690 100.00 (Rounded Off)

(ii) Voted against the resolution:

Number
of
members
voted
Number of valid votes
cast by them
% of total number of
valid votes cast
Number
of
members
voted
Number of valid votes
cast by them
% of total number of
valid votes cast
Number
of
members
voted
Number of valid votes
cast by them
% of total number of
valid votes cast
3 150 0.00

(iii) Invalid votes:

Number of members Number of invalid votes whose votes were cast by them declared invalid NIL NIL

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3

Continuation Sheet

Resolution 2: Ordinary Resolution

To receive, consider and adopt the Audited Consolidated Financial Statements for the financial year ended 31st March, 2021 together with the Report of the Auditors thereon.

(i) Voted in favour of the resolution:

Number
of
members
voted
Number of valid votes
cast by them
% of total number of valid
votes cast
140 1,29,17,730 100.00 (Rounded Off)

(ii) Voted against the resolution:

Number
of
members
voted
Number of valid votes
cast by them
% of total number of
valid votes cast
2 110 0.00

(iii) Invalid votes:

Number
of
members
whose
votes
were
declared invalid
Number of invalid votes
cast by them
Number
of
members
whose
votes
were
declared invalid
Number of invalid votes
cast by them
NIL NIL

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4

Resolution 3: Ordinary Resolution

To declare a dividend on Equity Shares for the financial year ended 31st March, 2021.

(i) Voted in favour of the resolution:

Number
of
members
voted
Number of valid votes
cast by them
% oftotal number of valid
votes cast
Number
of
members
voted
Number of valid votes
cast by them
% oftotal number of valid
votes cast
Number
of
members
voted
Number of valid votes
cast by them
% oftotal number of valid
votes cast
140 1,29,17,330 100.00 (Rounded Off)

(ii) Voted against the resolution:

Number
of
members
voted
Number of valid votes
cast by them
% of total number of
valid votes cast
Number
of
members
voted
Number of valid votes
cast by them
% of total number of
valid votes cast
Number
of
members
voted
Number of valid votes
cast by them
% of total number of
valid votes cast
1 10 0.00

(iii) Invalid votes:

Number
of
members
whose
votes
were
declared invalid
Number of invalid votes
cast by them
Number
of
members
whose
votes
were
declared invalid
Number of invalid votes
cast by them
NIL NIL

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5

Continuation Sheet

Resolution 4: Ordinary Resolution

To appoint a Director in place of Mr. Anand Agarwal (DIN 06398370) who retires by rotation and, being eligible, offers himself for re-appointment.

(i) Voted in favour of the resolution:

Number
of
members
voted
Number of valid votes
cast by them
% of total number of valid
votes cast
137 1,29,17,180 100.00 (Rounded Off)

(ii) Voted against the resolution:

Number
of
members
voted
Number of valid votes
cast by them
% of total number of
valid votes cast
3 110 0.00

(iii) Invalid votes:

Number
of
members
whose
votes
were
declared invalid
Numberof invalid votes
cast by them
Number
of
members
whose
votes
were
declared invalid
Numberof invalid votes
cast by them
NIL NIL

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6

Continuation Sheet

Resolution 5: Special Resolution

Reappointment of Mr. P. J. Nath (DIN: 05118177) as Managing Director & CEO

(i) Voted in favour of the resolution:

Number
of
members
voted

Number of valid votes
cast by them
% of total number of valid
votes cast
136 1,29,17,115 100.00 (Rounded Off)

(ii) Voted against the resolution:

Number
of
members
voted

Number of valid votes
cast by them
% of total number of
valid votes cast
4 175 0.00

(iii) Invalid votes:

Number of members Number of invalid votes whose votes were cast by them declared invalid NIL NIL

Thanking you, Yours faithfully,

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Mitesh Dhabliwala Parikh & Associates Practising Company Secretaries FCS: 8331 CP No.: 9511 111,11th Floor, Sai Dwar CHS Ltd Sab TV Lane, Opp. Laxmi Indl. Estate, Off Link Road, Above Shabari Restaurant, Andheri West, Mumbai 400053

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Place: Mumbai Dated: June 22, 2021

7