AI assistant
Rain Industries Limited AGM Information 2019
62405_rns_2019-05-09_a46b400c-f16a-4123-995b-322a6f2ef183.pdf
AGM Information
Open in viewerOpens in your device viewer
RIL/SEs/2019 May 9, 2019
| The General Manager | The Manager |
|---|---|
| Department of Corporate Services | Listing Department |
| BSE Limited | The National Stock Exchange of India |
| Phiroze Jeejeebhoy Towers | Limited |
| Dalai Street, Fort | Bandra Kurla Complex |
| Mumbai-400 001 | Bandra East |
| Mumbai-400 051 |
Dear Sir/ Madam,
Sub: Rain Industries Limited - Proceedings of 44th Annual General Meeting - Reg. Ref: Scrip Code: 500339 (BSE) & Scrip code : RAIN (NSE)
With reference to the above stated Subject, in compliance with Regulation 30 read with Schedule- III of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we bring to your kind notice the Summary of Proceedings of 44th Annual General Meeting of Rain Industries Limited as follows:
Summary of Proceedings of 44th Annual General meeting:
The 44th Annual General Meeting of the members of Rain Industries Limited (the Company) was held on Wednesday, May 8, 2019 at 3.00 P.M. (1ST) at KLN Prasad Auditorium, The Federation of Telangana and Andhra Pradesh Chambers of Commerce & Industry (FTAPCCI), Red Hills, Hyderabad-500 004, Telangana State, India.
| MEMBERS PRESENT IN PERSON | :222 |
|---|---|
| MEMBERS PRESENT BY PROXY | : 13 |
Mr. H L Zutshi, Chairman of the Company occupied the Chair and on being satisfied that sufficient quorum was present at the meeting, ordered for commencement of the proceedings.
The Chairman welcomed the members and their representatives present and introduced the Directors and Statutory Auditors present at the meeting.
With the permission of the members, the Chairman took the Notice of the 44th Annual General Meeting as read and requested Mr. Jagan Mohan Reddy Nellore, Vice Chairman to address the shareholders.
For Rain industries Limited
S/Venkat Ramans Company Secretary
M.NO.A14143 Phone: +91 (40) 40401234 Fax: +91 (40) 40401214 Email: [email protected] Website: www.rain-industries.com CIN: L26942TG1974PLC001693
Mr. Jagan Mohan Reddy Nellore explained the shareholders of the Company about the performance of the Company during the financial year ended December 31, 2018.
The Chairman thereafter, requested Mr. Sriram Mahalingam, Partner, BSR & Associates LLP, Chartered Accounts, Statutory Auditors to read the Auditors Report.
Mr. Sriram Mahalingam, Partner, BSR & Associates LLP, Chartered Accountants, Statutory Auditors read the Auditors Report.
The Chairman informed that the Statutory Registers are available for inspection by any member.
The Chairman requested the shareholders to raise any questions on the Reports and Accounts.
The Shareholders asked certain questions regarding operations of the Company, future plans, etc.
Mr. Jagan Mohan Reddy Nellore answered to the questions raised by the Shareholders.
The Chairman commenced the business items of the Agenda one after the other.
The Chairman informed the Members that pursuant to the provisions of Section 108 read with Rule 20 of the Companies (Management and Administration) Rules 2014 and Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had extended the e-voting facility to the Members of the Company in respect of businesses to be transacted at the Annual General Meeting.
The Chairman further informed the members that pursuant to provisions of Section 109 of the Companies Act, 2013, the Company has also provided facility for voting through Poll at the Annual General Meeting.
The Chairman further informed that the Company has appointed Mr. DVM Gopal, Practicing Company Secretary as a Scrutinizer for conducting the voting process through e-voting and poll.
After Scrutiny of votes polled through e-voting and physical voting through poll at Annual General Meeting, Mr. DVM Gopal, Scrutinizer has submitted his report to the Chairman.
The scrutinizers report was received and accordingly, the Chairman has declared that all the following resolutions as set out in the notice of 44th Annual General Meeting were passed with requisite majority: Fo f Ra , f l|ndu 3 trie s Limite d
g
Regd. Office: Rain Center
6 - ' v
-"^st Rsmana Rwddy « phone . + 9 l (4Q) 4040123 4 34, Srinagar Colony Company. Secretary I\ Fax:+91 (40)40401214 Hyderabad 500073 fyUvQ, A14143 ^ Email: [email protected] Telangana, India Website: www.rain-industries.com CIN: L26942TG1974PLC001693
R I L RAIN INDUSTRIES LIMITED
| Resolution | Particulars | ||
|---|---|---|---|
| No. | |||
| Ordinary Business | |||
| 1. | To receive, consider and adopt the Standalone Audited Financial Statements of | ||
| the Company for the Financial Year ended December 31, 2018 and reports of | |||
| Board and Auditors thereon. | |||
| 2. | To receive, consider and adopt the Consolidated Audited Financial Statements | ||
| of the Company for the Financial Year ended December 31, 2018 and Report | |||
| of Auditors thereon. | |||
| 3. | To approve and ratify interim dividend. | ||
| 4. | To appoint a Director in place of Mr. N. Sujith Kumar Reddy |
||
| (DIN: 00022383) who retires by rotation and being eligible offers himself for | |||
| re-appointment. | |||
| 5. | To appoint a Director in place of Mr. Jagan Mohan Reddy Nellore |
||
| (DIN: 00017633) who retires by rotation and being eligible offers himself for | |||
| re-appointment. | |||
| Special Business | |||
| 6. | To re-appoint Ms. Nirmala Reddy (DIN: 01673128), as an Independent | ||
| Director of the Company from September 30, 2019 to February 27, 2023 and she shall not be liable to retire by rotation |
|||
| 7. | To appoint Mr. Brian Jude McNamara (DIN: 08339667), as an Independent | ||
| Director of the Company, for a period of 3 years i.e., from February 28, 2019 to February 27, 2022 and he shall not be liable to retire by rotation. |
|||
| 8. | |||
| To appoint Mr. N. Radhakrishna Reddy (DIN: 00021052) as the Managing Director of the Company for a period of 3 years i.e., from March 31, 2019 to |
|||
| March 30, 2022. | |||
| 9. | Authorisation to the Board of Directors to pay Commission to the |
||
| Non-Executive Directors of the Company under Section 197 and 198 of the | |||
| Companies Act,-2013. |
This is for your information and records.
Thanking you,
Yours faithfully, for Rain Industries Limited
S. Venkat Ramana Reddy Company Secretary
RIL/SEs/2019 May 9, 2019
| The General Manager | The Manager |
|---|---|
| Department of Corporate Services | Listing Department |
| BSE Limited | The National Stock Exchange of India |
| Phiroze Jeejeebhoy Towers | Limited |
| Dalai Street, Fort | Bandra Kurla Complex |
| Mumbai-400 001 | Bandra East |
| Mumbai-400 051 |
Dear Sir/ Madam,
Sub: 44th Annual General Meeting voting Results- Compliance as per Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015- Reg.
Ref : Scrip Code: 500339 (BSE) & Scrip code : RAIN (NSE)
With reference to the above stated subject, we bring to your kind notice that the shareholders of the Company have approved the following Resolutions at the 44th Annual General Meeting (AGM) held on May 8, 2019:
| Resolution | Particulars |
|---|---|
| No. | |
| Ordinary Business | |
| 1. | To receive, consider and adopt the Standalone Audited Financial Statements of the Company for the Financial Year ended December 31, 2018 and reports of Board and Auditors thereon. |
| 2. | To receive, consider and adopt the Consolidated Audited Financial Statements of the Company for the Financial Year ended December 31, 2018 and Report of Auditors thereon. |
| 3. | To approve and ratify interim dividend. |
| 4. | To appoint a Director in place of Mr. N. Sujith Kumar Reddy (DIN: 00022383) who retires by rotation and being eligible offers himself for re-appointment. |
| 5. | To appoint a Director in place of Mr. Jagan Mohan Reddy Nellore (DIN: 00017633) who retires by rotation and being eligible offers himself for re-appointment. |
For Rain Industries Limited
S. Venkat Ramana Reddy Company Secretary M.NO.A14143
| Special Business | |
|---|---|
| 6. | To re-appoint Ms. Nirmala Reddy (DIN: 01673128), as an Independent Director of the Company from September 30, 2019 to February 27, 2023 and she shall not be liable to retire by rotation. |
| 7. | To appoint Mr. Brian Jude McNamara (DIN: 08339667), as an Independent Director of the Company, for a period of 3 years i.e., from February 28, 2019 to February 27, 2022 and he shall not be liable to retire by rotation. |
| 8. | To appoint Mr. N. Radhakrishna Reddy (DIN: 00021052) as the Managing Director of the Company for a period of 3 years i.e., from March 31, 2019 to March 30, 2022. |
| 9. | Authorisation to the Board of Directors to pay Commission to the Non-Executive Directors of the Company under Section 197 and 198 of the Companies Act, 2013. |
In this connection, please find enclosed herewith the Report issued by Mr. DVM Gopal, Practicing Company Secretary, Scrutinizer for voting as Annexure -1 .
Also find enclosed herewith the details of Results of the voting in the format prescribed under Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as Annexure - II.
This is for your information and record.
Thanking you,
Yours faithfully, for Rain Industries Limited
S. Venkat Ramana Reddy' Company Secretary
dvmgopal & associates
Company Secretaries
CONSOLIDATED SCRUTINIZER'S REPORT
i . r
The Chairman, * RAIN INDUSTRIES LIMITED, RAIN CENTER", 34, SRINAGAR COLONY, HYDERABAD - 500073, TELANGANA STATE, INDIA.
Dear Sir,
cs
SUB: Consolidated Scrutimzers Report of E-Voting and Physical Voting at the 44thAGM REF: Notice of 44th Annual General Meeting
We dvmgopal 8B associates, Company Secretaries, represented by Mr. D.V.M. Gopal, were appointed as Scrutinizers by resolution passed by the Board at its Meeting held on February 27, 2019.
- a) To Scrutinize the Remote E-voting process for the items (Item 1-9) to be transacted at the 44th Annual General Meeting (AGM) held on May 8, 2019; and also
- \ ' ' b) To scrutinize the physical ballot voting process at the 44th Annual General Meeting at 3.00 P.M on May 8, 2019 for the shareholders who have not opted to vote through the remote evoting process.
Karvy Fintech Private Limited (Karvy), (Service Provider), has provided a system for recording the electronic votes of the Shareholders on all the items of the business (both Ordinary and Special Business) sought to be transacted at the 44th Annual General Meeting (AGM) of the Company. The Service Provider had set up e-voting facility on their website https://www.evoting.kanjy.com. . ..
The Company has also allowed physical voting through Poll System for those shareholders, who were present at the Company's Annual General Meeting held at 3.00 P.M on May 8, 2019 and have not opted to vote through the remote e-voting process.
We hereby submit our report as under:
-
- The remote e-voting period remained open from 10.00 A.M. on.May 4, 2019and ended at 5.00 P.M. on May 7, 2019. Upon conclusion of the e-voting peri6d, the E-voting votes were unblocked on May %, 2019 at 05:25 P.M hours, in the presence of two witnesses' Mrs. Usha Rani and Mr. G? Manoj Kumar, who are not in employment of the Company.
-
- At the AGM, Physical Ballots duly filled were deposited in ballot box kept open for voting, upon completion, the same were un-locked in my presence.
-
- The Shareholders as on May 1, 2019, the cut-off date are entitled to vote on the proposed resolutions contained in the notice of the Annual General Meeting.
-
- On completion of voting at the Meeting, the Service Provider, Karvy Fintech Private Limited (Karvy) provided us with the List of Members who had cast their votes, with their holding details and details of vote on each of the Resolutions. 5
-
- We have collated the votes downloaded from e-voting system and the votes cast through physical ballot to deblare the final results for each of the resolution forming part of the AGM Notice and ascertained number of Shares voted "in favor" or "against" or "invalidated votes".
Page 1 of 6
6/3/154-159, Flat No. 303, 3rd Floor, Royal Majestic, Prem Nagar Colony, Near Banjara Hills Care hospital, Hyderabad-500 00+. Ph : +91-40-2331 2933, Mobile: 98491 53690, 91331 60001, [email protected] www.dvmgopalandassociates,in
- Soft copy of the List? of members, for both voting at the AGM as well as remote e-voting containing the detailf of members who voted 'FOR', 'AGAINST' and those whose votes were considered as invalid for each resolution will be emailed to the Company Secretary, after the announcement of the results by the Company.
We hereby submit Consolidated Scrutinizer's Report as per the provisions of Section 108 and 109 of the Companies Act, 2013 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, containing the following results for every resolution under EkVoting & Physical voting: < ;
ITEM NO. 1: Ordinary Resolution-Consider and adopt the Standalone Audited Financial Statements of the Company foi the Financial Year ended December 31, 2018 and reports of Board and Auditors thereon.
i ;
| 1 | Total No. of Members responded | 232 |
|---|---|---|
| 2 | Total No. of Votes / Shares received | 20,54,12,808 |
| 3 \ |
T.otal No. of Valid Votes/Shares | 20,52,14,462(100.00%) |
| 4 | Resolution Voting: | \ |
| No. of votes/ shares received for the resolution (%} |
No. of votes/shares received against the resolution (%) |
Neutral/Invalid/ Abstain votes |
| 20,52,14,437 J 100.00%) |
25 (0.00%) | 1,98,346 |
| No. of Shareholders voted for the • resolution |
No. of Shareholders Voted against the .; resolution |
No. of Shareholders Votes Neutral/Invalid/Abstain |
| 2 2 7 | I 1 . |
4 |
ITEM NO. 2: Ordinary Resolution-Consider and adopt the Consolidated Audited Financial Statements of the Company for the Financial Year ended December 31, 2018 and Report of Auditors thereon.
| 1 | Total No. of Members responded | • 23 2 |
|---|---|---|
| 2 | Total No. of Votes / Shares received | 20,54,12,808 |
| 3 | total No. of Valid Votes/ Shares | 20,52,14,462 (100.00%) |
| 4 | Resolution Voting: | |
| No. of votes/ shares received for the resolution (%) |
No. of votes/ shares received against the resolution (%) |
Neutral/Invalid/Abstain votes |
| 20,52,14,350 (99.9999%)*• |
112(0.0001%); | 1,98,346 |
| No. of Shareholders voted for the resolution |
iko. of Shareholders Voted against the ' resolution |
No. of Shareholders Votes Neutral/Invalid/Abstain |
| 226 | 2 | 4 |
Page 2 of 6
| 1 | Total No. of Members responded | I 232 |
|---|---|---|
| 2 '• |
Tptal No. of Votes / Shares received | 20,54,12,808 |
| 3 | Total No. of Valid Votes/Shares | 20,54,01,266 (100.00%) |
| 4 | Resolution Voting: | |
| No. of votes/shares received for the resolution (%) |
No. of votes/shares received against the resolution (%) |
Neutral/Invalid/Abstain votes |
| 20,54,00,741, ; (99.9997%) |
525 (0.0003%) | 11,542 |
| No. of Shareholders voted for the resolution |
No. of Shareholders Voted against the resolution |
No. of Shareholders Votes Neutral/Invalid/Abstain |
| 227 | 2 | 3 |
ITEM NO. 3: Ordinary Resolution-Approve and ratify interim dividend:
ITEM NO. 4: Ordinary Resolution- Re-appointment of Mr. N. Sujith Kumar Reddy (DIN: 00022383), Director who retires by rotation: •
| 221 | 7 | 4 |
|---|---|---|
| No. of Shareholders voted for the resolution |
No. of Shareholders Voted against the resolution |
No. of Shareholders Votes Neutral/ Invalid/ Abstain |
| 20,53,99,567 (99.9992%) |
1 1,649 (0.0008%) |
; 11,592 |
| No. of votes/shares received for the, resolution (%) • |
No. of votes/shares received against the resolution {%) |
Neutral/Invalid/Abstain votes |
| 4 | Resolution Voting: | |
| 3 | Total No. of Valid Votes/Shares | 20,54,01,216 (100.00%) |
| 2 | Total No. of Votes / Shares received | 20,54,12,808 |
| 1 | Tptal No. of Members responded | s 232 |
ITEM NO. 5: Ordinary Resolution- Re-appointment of Mr. Jagan Mohan Reddy Nellore (DIN: 000\$7633), Director who retires by rotation: f
| 4 | Resolution Voting: i |
|
|---|---|---|
| 3 | Total No. of Valid Votes/ Shares | 20,54,01,216 (100.00%) |
| 2 | Total No. of Votes / Shares received | 20,54,12,808 |
| 1 | Total No. of Members responded | 1 232 |
Page 3 of 6
| No. of votes/shares received for the resolution (%) |
No. of votes/shares received against the resolution (%) |
Neutral/Invalid/Abstain votes |
|---|---|---|
| 20,54,00,449 (99.9996%) |
767 (0.0004%) | 11,592 |
| No. of Shareholders voted for the resolution |
t£o. of Shareholders Voted against the resolution |
No. of Shareholders Votes Neutral/Invalid/Abstain |
| 2 22 | 6 | 4 |
ITEM NO. 6: Special Resolution- Re-appointment of Ms. Ninnala Reddy as an Independent Director:
| 1 | Total No. of Members responded | I 232 |
|---|---|---|
| 2 | Total No. of Votes / Shares received | 20,54,12,808 |
| 3 | Total No. of Valid Votes/Shares | 20,54,01,216 (100.00%) |
| 4 | Resolution Voting: | |
| No. of votes/shares received for the \ resolution (%) |
No. of votes/shares received against the resolution (%) |
Neutral/Invalid/Abstain ; votes |
| 20,54,00,163 (99.9995%) |
i 1,053 (0.0005%) |
11,592 |
| No. of Shareholders voted for the resolution |
No. of Shareholders Voted against the resolution |
No. of Shareholders Votes Neutral/Invalid/Abstain |
| 218 i |
10 | 4 |
ITEM NO. 7: Ordinary Resolution- Appointment of Mr. Brian Jude Mcnamara as an Independent Director:
| 1 | Total No. of Members responded | 232 |
|---|---|---|
| 2 | Total No. of Votes / Shares received | 20,54,12,808 |
| 3 | Total No. of Valid Votes/Shares | 20,54,01,216 (100.00%) |
| 4 | Resolution Voting: | |
| No. of votes/shares received for the resolution (%) |
I iio. of votes/shares received against the resolution (%) |
Neutral/ Invalid/ Abstain votes |
| 20,54,00,094 (99.9995%) |
1,122 (0.005%) | 11,592 |
Page 4 of 6
| No. of Shareholders voted for the resolution |
ito. of Shareholders Voted against the resolution |
. No. of Shareholders Votes Neutral/Invalid/Abstain |
|---|---|---|
| 221 | 7 | 4 |
ITEM NO. 8: Special Resolution- Appointment of Mr. Managing Director of the Company: N Radhakrishna Reddy as
| 1 | Tptal No. of Members responded | 232 |
|---|---|---|
| 2 | Total No. of Votes / Shares received | 20,54,12,808 |
| 3 | Total No. of Valid Votes / Shares | 20,54,01,216 (100.00%) |
| 4 | Resolution Voting: | |
| No. of votes/shares received for th.e\ ; resolution (%) |
No. of votes/ shares received against i the resolution (%) |
Neutral/Invalid/ Abstain votes |
| 20,53,99,417 (99.9991%) |
1,799 (0.0009%) | 11,592 |
| No. of Shareholders voted for the resolution |
No. of Shareholders Voted against the resolution |
No. of Shareholders Votes Neutral/Invalid/Abstain |
| 2 2 0 | 8 | 4 ; |
ITEM NO. 9: Special Resolution- Authorisation to the Board of Directors to pay Commission to the Non-executive Directors of the Company under Sections 197 and 198 of the Companies Act, 2013:
| 1 | Total No. of Members responded | 232 | ||
|---|---|---|---|---|
| 2 | Total No. of Votes / Shares received | 20,54,12,808 | ||
| 3 ', |
Total No. of Valid Votes / Shares | 2Q,54,01,054 (100.00%) | ||
| 4 | '[ Resolution Voting: |
|||
| No. of votes/shares received for the resolution (%) |
I No. of votes/shares received against the resolution (%) |
Neutral/Invalid/Abstain votes |
||
| 19,34,60,383 (94.1867%) |
1,19,40,671 (5.8133%) | 11,754 | ||
| No., of Shareholders voted for the resolution |
No. of Shareholders Voted against the \ resolution |
No. of Shareholders Votes Neutral/ Invalid/ Abstain |
||
| 165 | 1 62 |
5 |
Page 5 of 6
We further confirm-that the Registers and records generated from the remote e-voting platform of Service Provider including the Registers maintained by us in respect of the votes casted through Electronic and Physical means are being maintained in electronic' form.
The Registers and all other records/papers relating to e-voting and physical voting shall remain in our safe custody until the Chairman considers, approves and signs the minutes and thereafter the same shall be returned.
Thanking you,
Yours faithfully i• For dvmgopal & associates, f Company Secretaries,
D V M Gopal Proprietor C P No. 6798, FCS No. 6280
Place: Hyderabad Date: 09th May 2019
Page 6 of 6
£ j |_ RAIN INDUSTRIES LIMITED
Regd. Off: "Rain Center", 34, Srinagar Colony, Hyderabad - 500 073, Telangana State, India. Ph.No.040-40401234; Fax:040-40401214 Email: [email protected]; www.rain-industries.com; CIN: L26942TG1974PLC001693
44th Annual General Meeting - The Details of Results of Voting (E-voting and Poll)
| Date of the AGM | May 8, 2019 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| date Total number of shareholders on record d |
1,40,339 | ||||||||
| No. of shareholders | present in the meeting either in person or through proxy | ||||||||
| Promoters and Promoter Group: | 12 | ||||||||
| Public: | 223 | ||||||||
| No. of Shareholders | attended the meeting through Video Conferencing | NIL | |||||||
| Promoters and Promoter Group: | NIL | ||||||||
| Public: | NIL | ||||||||
| ITEM NO.l : To receive, consider and adopt the Standalone Audited Financial Statements of the Company for the Financial Year ended December 31, 2018 and reports of Board and Auditors thereon | |||||||||
| Resolution required: (Ordinary/ Special) Ordinary Resolution |
|||||||||
| Whether promoter/ p | romoter group are interested in the agenda/resolution? | NO | |||||||
| Category | Mode of Voting | No. of shares held (1) |
No. of votes polled (2) |
% of Votes Polled on outstanding shares (3)=[(2)/(l)]* 100 |
No. of Votes- in favour (4) |
No. of Votes - against (5) |
% of Votes in favour on votes polled (6)=[(4)/(2)] *100 |
% of Votes against on votes polled (7)=[(5)/(2)]*100 |
|
| Promoter and | E-Voting | 138230536 | 100.0000 | 138230536 | 0 | 100.0000 | 0.0000 | ||
| Promoter Group | Poll | 138230536 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |
| Postal Ballot (if applicable) |
- | - | - | - | - | - | |||
| Total | 138230536 | 100.0000 | 138230536 | 0 | 100.0000 | 0.0000 | |||
| Public- Institutions | E-Voting | 47456795 | 91.0966 | 47456795 | 0 | 100.0000 | 0.0000 | ||
| Poll | 52095038 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
| Postal Ballot (if applicable) |
- | - | - | - | - | - | |||
| Total | 47456795 | 91.0966 | 47456795 | 0 | 100.0000 | 0.0000 | |||
| Public-Non | E-Voting | 1,89,50,246 | 12.9778 | 18950246 | 0 | 100.0000 | 0.0000 | ||
| Institutions | Poll | 146020105 | 5,76,885 | 0.3951 | 576860 | 25 | 99.9957 | 0.0043 | |
| Postal Ballot (if applicable) |
- | - | - | - | - | - | |||
| TOta l >. . A |
19527131 | 13.3729 | 19527106 | 25 | 99.9999 | 0.0001 | |||
| Tqqil Y§W ( • | NT' At) |
336345679 | 205214462 | 61.0130 | 205214437 | 25 | 100.0000 | 0.0000 |
. yy,-yReSu!t: On the basis of the i abo e results, the Chairman declared that the Ordinary Resolution as set out in the Item No. 1 of the notice dated February 27, 2019 has been duly passed by the members with the requisite majority.
| ITEM NO.2 : To receive, consider and adopt the Consolidated Audited Financial Statements of the Company for the Financial Year ended December 31, 2018 and Report of Auditors thereon | |
|---|---|
| Resolution required: (Ordinary/ Special) | Ordinary Resolution | |||||||
|---|---|---|---|---|---|---|---|---|
| Whether promoter/ promoter group are interested in the agenda/resolution? | NO | |||||||
| Category | Mode of Voting | No. of shares held (1) |
No. of votes polled (2) |
% of Votes Polled on outstanding shares (3)=[(2)/(l)]* 100 |
No. of Votes-in favour (4) |
No. of Votes against (5) |
% of Votes in favour on votes polled (6)=[(4)/(2)] *100 |
% of Votes against on votes polled (7)=[(5)/(2)]*100 |
| Promoter and Promoter Group |
E-Voting | 138230536 | 100.0000 | 138230536 | 0 | 100.0000 | 0.0000 | |
| Poll | 138230536 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |
| Postal Ballot (if applicable) |
- | - | - | - | - | - | ||
| Total | 138230536 | 100.0000 | 138230536 | 0 | 100.0000 | 0.0000 | ||
| Public- Institutions | E-Voting | 47456795 | 91.0966 | 47456795 | 0 | 100.0000 | 0.0000 | |
| Poll | 52095038 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |
| Postal Ballot (if applicable) |
- | - | - | - | - | - | ||
| Total | 47456795 | 91.0966 | 47456795 | 0 | 100.0000 | 0.0000 | ||
| Public- Non | E-Voting | 1,89,50,246 | 12.9778 | 18950159 | 87 | 99.9995 | 0.0005 | |
| Institutions | Poll | 146020105 | 5,76,885 | 0.3951 | 576860 | 25 | 99.9957 | 0.0043 |
| Postal Ballot (if applicable) |
- | - | - | - | - | - | ||
| Total | 19527131 | 13.3729 | 19527019 | 112 | 99.9994 | 0.0006 | ||
| Total | 336345679 | 205214462 | 61.0130 | 205214350 | 112 | 99.9999 | 0.0001 |
Result: On the basis of the above results, the Chairman declared that the Ordinary Resolution as set out in the Item No.2 of the notice dated February 27, 2019 has been duly passed by the members with the requisite majority.
| ITEM NO.3 : To approve and ratify interim dividend. | ||||||||
|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary/ Special) | Ordinary Resolution | |||||||
| Whether promoter/ promoter group are interested in the agenda/resolution? | NO | |||||||
| Category | Mode of Voting | No. of shares held (1) |
No. of votes polled (2) |
% 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 votes polled |
| Promoter and | E-Voting | 138230536 | 100.0000 | 138230536 | 0 | 100.0000 | 0.0000 | |
| Promoter Group | Poll | 138230536 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 |
| Postal Ballot (if applicable) |
- | - | - | - | - | - | ||
| Total | 138230536 | 100.0000 | 138230536 | 0 | 100.0000 | 0.0000 | ||
| Public- Institutions | E-Voting | 47643599 | 91.4552 | 47643599 | 0 | 100.0000 | 0.0000 | |
| Poll | 52095038 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |
| Postal Ballot (if applicable) |
- | - | - | - | - | - | ||
| Total | 47643599 | 91.4552 | 47643599 | 0 | 100.0000 | 0.0000 | ||
| Public-Non | E-Voting | 1,89,50,246 | 12.9778 | 18949746 | 500 | 99.9974 | 0.0026 | |
| Institutions | Poll | 146020105 | 5,76,885 | 0.3951 | 576860 | 25 | 99.9957 | 0.0043 |
| Postal Ballot (if applicable) |
- | - | - | - | - | - | ||
| Total | 19527131 | 13.3729 | 19526606 | 525 | 99.9973 | 0.0027 | ||
| Total | 336345679 | 205401266 | 61.0685 | 205400741 | 525 | 99.9997 | 0.0003 |
Result: g n tn e ^ a s j s of ^ga b o v e results, the Chairman declared that the Ordinary Resolution as set out in the Item No.3 of the notice dated February 27, 2019 has been duly passed by the members with the requisite majority.
| ITEM NO.4 : To appoint a Director in place of Mr. N. Sujith Kumar Reddy (DIN: 00022383) who retires by rotation and being eligible offers himself for re-appointment. | ||||||||
|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary/ Special) | Ordinary Resolution | |||||||
| 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 | No. of Votes-in | No. of Votes - | % of Votes in favour | % of Votes against |
| (1) | (2) | outstanding shares (3)=[(2)/(l)]* 100 |
favour (4) |
against (5) |
on votes polled (6)=[(4)/(2)] *100 |
on votes polled (7)=[(5)/(2)]*100 |
||
| Promoter and Promoter Group |
E-Voting | 138230536 | 100.0000 | 138230536 | 0 | 100.0000 | 0.0000 | |
| Poll | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
| Postal Ballot (if applicable) |
138230536 | - | - | - | - | - | - | |
| Total | 138230536 | 100.0000 | 138230536 | 0 | 100.0000 | 0.0000 | ||
| Public- Institutions | E-Voting | 47643599 | 91.4552 | [_ 47643599 |
0 | 100.0000 | 0.0000 | |
| Poll | 52095038 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |
| Postal Ballot (if applicable) |
- | - | - | - | - | - | ||
| Total | 47643599 | 91.4552 | 47643599 | 0 | 100.0000 | 0.0000 | ||
| Public- Non | E-Voting | 1,89,50,196 | 12.9778 | 18948572 | 1624 | 99.9914 | 0.0086 | |
| Institutions | Poll | 146020105 | 5,76,885 | 0.3951 | 576860 | 25 | 99.9957 | 0.0043 |
| Postal Ballot (if applicable) |
- | - | - | - | - | |||
| Total | 19527081 | 13.3729 | 19525432 | 1649 | 99.9916 | 0.0084 | ||
| Total | 336345679 | 205401216 | 61.0685 | 205399567 | 1649 | 99.9992 | 0.0008 |
Result: On the basis of the above results, the Chairman declared that the Ordinary Resolution as set out in the Item No.4 of the notice dated February 27, 2019 has been duly passed by the members with the requisite majority.
ITEM NO.5 : To appoint a Director in place of Mr. Jagan Mohan Reddy Nellore (DIN: 00017633) who retires by rotation and being eligible offers himself for re-appointment.
| Resolution required: (Ordinary/ Special) | Ordinary Resolution | |||||||
|---|---|---|---|---|---|---|---|---|
| Whether promoter/ promoter group are interested in the agenda/resolution? | NO | |||||||
| Category | Mode of Voting | No. of shares held (1) |
No. of votes polled (2) |
% of Votes Polled on outstanding shares (3)=[(2)/(l)]* 100 |
No. of Votes- in favour (4) |
No. of Votes — against (5) |
% of Votes in favour on votes polled (6)=[(4)/(2)] *100 |
% of Votes against on votes polled (7)=[(5)/(2)]*100 |
| Promoter and | E-Voting | 138230536 | 100.0000 | 138230536 | 0 | 100.0000 | 0.0000 | |
| Promoter Group | Poll | 138230536 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 |
| Postal Ballot (if applicable) |
- | - | - | - | - | - | ||
| Total | 138230536 | 100.0000 | 138230536 | 0 | 100.0000 | 0.0000 | ||
| Public- Institutions | E-Voting | 52095038 | 47643599 | 91.4552 | 47643599 | 0 | 100.0000 | 0.0000 |
| Poll | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
| Postal Ballot (if applicable) |
- | - | - | - | - | - | ||
| Total | 47643599 | 91.4552 | 47643599 | 0 | 100.0000 | 0.0000 | ||
| Public-Non | E-Voting | 1,89,50,196 | 12.9778 | 18949454 | 742 | 99.9961 | 0.0039 | |
| Institutions | Poll | 146020105 | 5,76,885 | 0.3951 | 576860 | 25 | 99.9957 | 0.0043 |
| Postal Ballot (if applicable) |
- | - | - | - | - | - | ||
| Total | 19527081 | 13.3729 | 19526314 | 767 | 99.9961 | 0.0039 | ||
| Total | 336345679 | 205401216 | 61.0685 | 205400449 | 767 | 99.9996 | 0.0004 |
Result: On the basis of the above results, the Chairman declared that the Ordinary Resolution as set out in the Item No.5 of the notice dated February 27, 2019 has been duly passed by the members with the requisite majority.
| ITEM N0.6 : To re-appoint Ms. Nirmala Reddy (DIN: 01673128), as an Independent Director of the Company from September 30, 2019 to February 27, 2023 and she shall not be liable to retire by rotation. | ||||||||
|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary/ Special) | Special Resolution | |||||||
| Whether promoter/ promoter group are interested in the agenda/resolution? | NO | |||||||
| Category | Mode of Voting | No. of shares held (1) |
No. of votes polled (2) |
% 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 votes polled |
| (3)=[(2)/(l)]* 100 | (4) | (5) | (6)=[(4)/(2)] *100 | (7)=[(5)/(2)]*1 00 | ||||
| Promoter and | E-Voting | 138230536 | 100.0000 | 138230536 | 0 | 100.0000 | 0.0000 | |
| Promoter Group | Poll | 138230536 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 |
| Postal Ballot (if applicable) |
- | - | - | - | - | - | ||
| Total | 138230536 | 100.0000 | 138230536 | 0 | 100.0000 | 0.0000 | ||
| Public- Institutions | E-Voting | 47643599 | 91.4552 | 47643599 | 0 | 100.0000 | 0.0000 | |
| Poll | 52095038 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |
| Postal Ballot (if applicable) |
- | - | - | - | - | - | ||
| Total | 47643599 | 91.4552 | 47643599 | 0 | 100.0000 | 0.0000 | ||
| Public-Non | E-Voting | 1,89,50,196 | 12.9778 | 18949168 | 1028 | 99.9946 | 0.0054 | |
| Institutions | Poll | 146020105 | 5,76,885 | 0.3951 | 576860 | 25 | 99.9957 | 0.0043 |
| Postal Ballot (if applicable) |
- | - | - | - | - | - | ||
| Total | 19527081 | 13.3729 | 19526028 | 1053 | 99.9946 | 0.0054 | ||
| Total | 336345679 | 205401216 | 61.0685 | 205400163 | 1053 | 99.9995 | 0.0005 |
Result: On the basis of the above results, the Chairman declared that the Special Resolution as set out in the Item No.6 of the notice dated February 27, 2019 has been duly passed by the members with the requisite majority.
ITEM NO.7 : To aDDoint Mr. Brian Jude McNamara (DIN: 08339667). as an Independent Director of the Company, for a period of 3 vears i.e.. from February 28. 2019 to February 27. 2022 and he shall not be liable to retire by rotation.
| Resolution required: (Ordinary/ Special) | Ordinary Resolution | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Whether promoter/ promoter group are interested in the agenda/resolution? | NO | ||||||||
| Category | Mode of Voting | No. of shares held (1) |
No. of votes polled (2) |
% of Votes Polled on outstanding shares (3)=[(2)/(l)]* 100 |
No. of Votes-in favour (4) |
No. of Votes — against (5) |
% of Votes in favour on votes polled (6)=[(4)/(2)] *100 |
% of Votes against on votes polled (7)=[(5)/(2)]*100 |
|
| Promoter and | E-Voting | 138230536 | 100.0000 | 138230536 | 0 | 100.0000 | 0.0000 | ||
| Promoter Group | Poll | 138230536 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |
| Postal Ballot (if applicable) |
- | - | - | - | - | - | |||
| Total | 138230536 | 100.0000 | 138230536 | 0 | 100.0000 | 0.0000 | |||
| Public- Institutions | E-Voting | 47643599 | 91.4552 | 47643599 | 0 | 100.0000 | 0.0000 | ||
| Poll | 52095038 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
| Postal Ballot (it applicable) |
- | - | - | - | - | - | |||
| Total | 47643599 | 91.4552 | 47643599 | 0 | 100.0000 | 0.0000 | |||
| Public- Non | E-Voting | 1,89,50,196 | 12.9778 | 18949099 | 1097 | 99.9942 | 0.0058 | ||
| Institutions | Poll | 146020105 | 5,76,885 | 0.3951 | 576860 | 25 | 99.9957 | 0.0043 | |
| Postal Ballot (if applicable) |
- | - | - | - | - | - | |||
| Total | 19527081 | 13.3729 | 19525959 | 1122 | 99.9943 | 0.0057 | |||
| Total | 336345679 | 205401216 | 61.0685 | 205400094 | 1122 | 99.9995 | 0.0005 |
Result: Qn t^e basis of the above results, the Chairman declared that the Ordinary Resolution as set out in the Item No.7 of the notice dated February 27, 2019 has been duly passed by the members with the requisite majority.
ITEMNO.8 : To appoint Mr. N. Radhakrishna Reddy (DIN: 00021052) as the Managing Director of the Company for a period of 3 years i.e., from March 31, 2019 to March 30, 2022.
| Resolution required: (Ordinary/ Special) | Special Resolution | |||||||
|---|---|---|---|---|---|---|---|---|
| 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 | No. of Votes- in | No. of Votes | % of Votes in favour | % of Votes against |
| (1) | (2) | outstanding shares | favour | against | on votes polled | on votes polled | ||
| (3)=[(2)/(l)]* 100 | (4) | (5) | (6)=[(4)/(2)] *100 | (7)=[(5)/(2)]*100 | ||||
| Promoter and | E-Voting | 138230536 | 100.0000 | 138230536 | 0 | 100.0000 | 0.0000 | |
| Promoter Group | Poll | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |
| Postal Ballot (if | 138230536 | |||||||
| applicable) | - | - | - | - | - | - | ||
| Total | 138230536 | 100.0000 | 138230536 | 0 | 100.0000 | 0.0000 | ||
| Public- Institutions | E-Voting | 47643599 | 91.4552 | 47643599 | 0 | 100.0000 | 0.0000 | |
| Poll | 52095038 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |
| Postal Ballot (if | ||||||||
| applicable) | - | - | - | - | - | - | ||
| Total | 47643599 | 91.4552 | 47643599 | 0 | 100.0000 | 0.0000 | ||
| Public- Non | E-Voting | 1,89,50,196 | 12.9778 | 18948422 | 1774 | 99.9906 | 0.0094 | |
| Institutions | Poll | 5,76,885 | 0.3951 | 576860 | 25 | 99.9957 | 0.0043 | |
| Postal Ballot (if | 146020105 | |||||||
| applicable) | - | - | - | - | - | - | ||
| Total | 19527081 | 13.3729 | 19525282 | 1799 | 99.9908 | 0.0092 | ||
| Total | 336345679 | 205401216 | 61.0685 | 205399417 | 1799 | 99.9991 | 0.0009 |
Result: On the basis of the above results, the Chairman declared that the Special Resolution as set out in the Item No.8 of the notice dated February 27, 2019 has been duly passed by the members with the requisite majority.
ITEM NO.9 : Authorisation to the Board of Directors to pay Commission to the Non-Executive Directors of the Company under Section 197 and 198 of the Companies Act, 2013.
| Resolution required: (Ordinary/ Special) | Special Resolution | |||||||
|---|---|---|---|---|---|---|---|---|
| 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 | No. of Votes — in | No. of Votes — | % of Votes in favour | % of Votes against |
| (1) | (2) | outstanding shares | favour | against | on votes polled | on votes polled | ||
| (3)=[(2)/(l)]* 100 | (4) | (5) | (6)=[(4)/(2)] *100 | (7)=[(5)/(2)]*100 | ||||
| Promoter and | E-Voting | 138230536 | 100.0000 | 138230536 | 0 | 100.0000 | 0.0000 | |
| Promoter Group | Poll | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |
| Postal Ballot (if | 138230536 | |||||||
| applicable) | - | - | - | - | - | - | ||
| Total | 138230536 | 100.0000 | 138230536 | 0 | 100.0000 | 0.0000 | ||
| Public- Institutions | E-Voting | 47643599 | 91.4552 | 35705429 | 11938170 | 74.9428 | 25.0572 | |
| Poll | 52095038 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |
| Postal Ballot (if | ||||||||
| applicable) | - | - | - | - | - | - | ||
| Total | 47643599 | 91.4552 | 35705429 | 11938170 | 74.9428 | 25.0572 | ||
| Public- Non | E-Voting | 1,89,50,034 | 12.9777 | 18947558 | 2476 | 99.9869 | 0.0131 | |
| Institutions | Poll | 5,76,885 | 0.3951 | 576860 | 25 | 99.9957 | 0.0043 | |
| Postal Ballot (if | 146020105 | |||||||
| applicable) | - | - | - | - | - | - | ||
| Total | 19526919 | 13.3728 | 19524418 | 2501 | 99.9872 | 0.0128 | ||
| Total | 336345679 | 205401054 | 61.0684 | 193460383 | 11940671 | 94.1867 | 5.8133 |
Result: Qn the basis of the above results, the Chairman declared that the Special Resolution as set out in the ItemNo.9 of the notice dated February 27, 2019 has been duly passed by the members with the requisite majority.
Place: Hyderabad Date: May 9, 2019
For Rain Industries Limited
S. Venkat Ramana Reddy Company Secretary M.No. A14143