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SIS LIMITED AGM Information 2019
60900_rns_2019-06-28_82a6a22f-380c-4021-8bf8-7ed300cf6187.pdf
AGM Information
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Date: June 28, 2019
National Stock Exchange of India Limited BSE Limited Exchange Plaza Phiroze Jeejeebhoy Towers C-1, Block G, Bandra Kurla Complex, Dalal Street Bandra (E), Mumbai-400051 Mumbai-400001
NSE Symbol: SIS BSE Code: 540673
Dear Sir/Madam,
Sub: Intimation/submission of proceedings of 35 th Annual General Meeting
We wish to inform you that the 35 th Annual General Meeting (AGM) of the Members of the Company was held on June 28, 2019 and the business mentioned in the Notice dated May 2, 2019 was transacted.
In this regard, please find the enclosed the brief proceedings of AGM as required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
This is for your information and records.
Thanking you.
Summary of proceedings of the 35 th Annual General Meeting of Security and Intelligence Services (India) Limited
The 35 th Annual General Meeting ('AGM') of the members of Security and Intelligence Services (India) Limited ('the Company') was held on Friday, June 28, 2019 at 12:30 PM at Hotel Maurya, Fraser Road, South Gandhi Maidan, Patna - 800 001, Bihar.
The following Directors were present:
| 1. | Mr. Ravindra Kishore Sinha | Chairman | ||||
|---|---|---|---|---|---|---|
| 2. | Mrs. Rita Kishore Sinha | Non-Executive Director | ||||
| 3. | Mr. Rituraj Kishore Sinha | Managing Director | ||||
| 4. | Mr. Uday Singh | Non-Executive Director | ||||
| 5. | Mr. Arvind Kumar Prasad | Director –Finance | ||||
| 6. | Mr.AmrendraPrasad | Independent Directorand Chairman of the Audit | ||||
| Verma | CommitteeandStakeholders'Relationship | |||||
| Committee | ||||||
| 7. | Mr. TCA Ranganathan | IndependentDirectorandChairmanofthe | ||||
| Nomination and Remuneration Committee | ||||||
| 8. | Mr.RajanKrishnanath | Independent Director | ||||
In attendance:
| 1 | Mr. Devesh Desai | Chief Financial Officer |
|---|---|---|
| 2 | Mr. Brajesh Kumar | CFO (Security Solutionsand Facility Management) |
| 3 | Ms. Pushpalatha K | Company Secretary and Compliance Officer |
By invitation:
| 1 | Mr. D K Saxena | Partner, Saxena and Saxena, Statutory Auditors | ||||
|---|---|---|---|---|---|---|
| 2 | Mr. Sudhir V Hulyalkar | CompanyAuditors | Secretary | in | Practice, | Secretarial |
Members present:
-
- In person 74
-
- By Proxy 2
Address for correspondence: #106, 1st Floor, Ramanashree Arcade, 18 MG Road, Bangalore 560 001 Karnataka Registered office: Annapoorna Bhawan, Patliputra Telephone Exchange Road, Kurji, Patna 800 010 Bihar Website: www.sisindia.com Tel: +91 80 2559 0801 CIN: 1752308R1 985P1C002083
The meeting commenced at 12:30 p.m. (IST) and concluded around 1:30 p.m. (IST)
The Chairman, Mr. Ravindra Kishore Sinha chaired the meeting.
The requisite quorum being present, the Chairman called the meeting to order. The Chairman addressed the members and spoke about the business performance of the Company and its subsidiaries, its associates and joint ventures for FY19, acquisitions during FY19, achievements etc.
The Chairman informed the members that the Statutory Auditor's Report, Secretarial Audit Report, Register of Directors and Key Managerial Personnel and their shareholding, Register of Contracts or Arrangements in which directors are interested and Register of proxies were available for inspection.
With the consent of the members, the Notice convening the meeting was taken as read. It was informed to the members that there were no qualifications, reservations or adverse remarks in the auditor's report and the auditors have issued unmodified opinion on both the standalone and consolidated financial statements. It was further informed that there were no observations, reservations or adverse remarks in the secretarial audit report.
Mr. D K Saxena, Partner of Saxena and Saxena, Statutory Auditors read the Auditor's Report.
The Chairman informed the members that remote e-voting facility has been provided to all the members to cast their vote electronically on all the resolutions set forth in the Notice and there would be no voting by show of hands at the meeting. Members who were present at the AGM and had not cast their votes electronically were provided an opportunity to cast their votes at the meeting by way of physical ballot. It was further informed that there would no voting by show of hands.
The Chairman then informed that the Board of Directors had appointed Mr. Suryakant Kumar, Practising Company Secretary as the Scrutinizer to conduct the remote e-voting and also voting at the meeting through ballot process.
The following items of business, as per the Notice of AGM dated May 2, 2019 were transacted at the meeting and passed with requisite majority:
-
- To receive, consider and adopt:
- a. the audited financial statements of the Company for the financial year ended March 31, 2019 and the reports of the Board of Directors and the Auditors thereon; and
- b. the audited consolidated financial statements of the Company for the financial year ended March 31, 2019 and the report of the Auditors thereon.
Address for correspondence: #106, 1st Floor, Ramanashree Arcade, 18 MG Road, Bangalore 560 001 Karnataka Registered office: Annapoorna Bhawan, Patliputra Telephone Exchange Road, Kurji, Patna 800 010 Bihar Website: www.sisindia.com Tel: +91 80 2559 0801 CIN: 1752308R1 985P1C002083
-
- To declare dividend of INR 3.50 per equity share for the financial year ended March 31, 2019.
-
- To appoint a Director in place of Mr. Uday Singh (DIN: 02858520), who retires by rotation and, being eligible, offers himself for re-appointment.
-
- To appoint a Director in place of Mr. Arvind Kumar Prasad (DIN: 02865273), who retires by rotation and, being eligible, offers himself for re-appointment.
-
- Re-appointment of Mr. Ravindra Kishore Sinha (DIN: 00945635), as Chairman of the Company and to fix his remuneration.
-
- Approval for continuation of directorship of Mr. Devdas Apte (DIN: 03350583), as Non-Executive Director of the Company.
-
- Re-appointment of Mr. Tirumalai Cunnavakaum Anandanpillai Ranganathan (DIN: 03091352), as an Independent Director of the Company for a period of 5 years.
-
- Revision in the remuneration of Mr. Rituraj Kishore Sinha (DIN: 00477256), Managing Director of the Company.
-
- Revision in the remuneration of Mr. Arvind Kumar Prasad (DIN: 02865273), Director-Finance of the Company.
The Chairman authorized the Company Secretary to declare the voting results, intimate the stock exchanges and place the same on the website of the Company.
The details of the voting results (combined results of remote e-voting and ballot at AGM) on all the resolutions as set out in the Notice of AGM are enclosed.
| Date of the AGM | June 28, 2019 |
|---|---|
| Total number of shareholders on record date (June 21, 2018) | 10327 |
| No. of shareholders present in the meeting either in person orthrough proxy: | |
| Promoters and Promoter Group: | |
| Public: | 69 |
| No. of Shareholders attended the meeting through VideoConferencing | Not applicable |
| Promoters and Promoter Group: | Not applicable |
| Public: | Not applicable |
| Resolution No. | 01 | |||||||
|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary/ | Ordinary | |||||||
| Special) | and the Auditors thereon: andAuditors thereon. | To receive, consider and adopt:a) the audited financial statements of the Company for the financial year ended March 31, 2019 and the reports of the Board of Directorsb) the audited consolidated financial statements of the Company for the financial year ended March 31, 2019 and the report of the | ||||||
| Whether promoter/ promoter group | No | |||||||
| are interested in the | ||||||||
| agenda/resolution? | ||||||||
| Category | Mode of Voting | No.οfshares held(1) | No.οfvotes polled(2) | %ofVotesPolledonoutstandingshares$(3)=[(2)/(1)]^*$100 | No.0fVotes$-$ infavour(4) | No. ofVotes-against(5) | %ofVotesinpolled$(6)=[(4)/(2)]$$*100$ | % of Votesagainst onfavour on votes polledvotes (7)=[(5)/(2)]*100l |
| Promoter and Promoter Group | E-Voting | |||||||
| Poll | 5,45,00,873 | 5,44,81,998 | 99.97 | 5,44,81,998 | 100.00 | 0.00 | ||
| Postal Ballot (if applicable) | ||||||||
| Total | 5,45,00,873 | 5,44,81,998 | 99.97 | 5,44,81,998 | $\mathbf{0}$ | 100.00 | 0.00 | |
| Public-Institutions | E-Voting | 54,19,649 | 46.70 | 54,19,649 | $\Omega$ | 100.00 | 0.00 | |
| Poll | 1,16,04,702 | |||||||
| Postal Ballot (if applicable) | ||||||||
| Total | 1,16,04,702 | 54,19,649 | 46.70 | 54,19,649 | $\mathbf{0}$ | 100.00 | 0.00 | |
| Public- Non Institutions | E-Voting | 16,88,629 | 23.41 | 16,88,629 | $\Omega$ | 100.00 | 0.00 | |
| Poll | 72,12,862 | 5,57,839 | 7.73 | 5,57,839 | 100.00 | 0.00 | ||
| Postal Ballot (if applicable) | ||||||||
| Total | 72,12,862 | 22,46,468 | 31.15 | 22,46,468 | $\mathbf{0}$ | 100.00 | 0.00 | |
| Total | 7,33,18,437 | 6,21,48,115 | 84.76 | 6,21,48,115 | $\mathbf{0}$ | 100.00 | 0.00 |
$|d$ $7 - 3$ Pushpalatha KCompany Secretary
| Date of the AGM | June 28, 2019 |
|---|---|
| Total number of shareholders on record date (June 21, 2018) | 10327 |
| No. of shareholders present in the meeting either in person orthrough proxy: | |
| Promoters and Promoter Group: | |
| Public: | 69 |
| No. of Shareholders attended the meeting through Video | Not applicable |
| Conferencing | |
| Promoters and Promoter Group: | Not applicable |
| Public: | Not applicable |
| Resolution No. | 02 | |||||||
|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary/ | Ordinary | |||||||
| Special) | To declare dividend of INR 3.50 per equity share for the financial year ended March 31, 2019 | |||||||
| Whether promoter/ promoter groupare interested in theagenda/resolution? | No | |||||||
| Category | Mode of Voting | No.ofshares held(1) | No.ofvotes polled(2) | %ofVotesPolledonoutstandingshares$(3)=[(2)/(1)]^*$100 | No.οfVotes– inlfavour(4) | No. ofVotes-against(5) | %oflVotes-inlfavouronlvotespolled$(6)=[(4)/(2)]$*100 | % of Votesagainst onvotes polled$(7)=[(5)/(2)]^*$100 |
| Promoter and Promoter Group | E-Votina | |||||||
| Poll | 5,45,00,873 | 5,44,81,998 | 99.97 | 5,44,81,998 | 0 | 100.00 | 0.00 | |
| Postal Ballot (if applicable) | ||||||||
| Total | 5,45,00,873 | 5,44,81,998 | 99.97 | 5,44,81,998 | 0 | 100.00 | 0.00 | |
| Public- Institutions | E-Voting | 59,33,309 | 51.13 | 59,33,309 | $\Omega$ | 100.00 | 0.00 | |
| Poll | 1,16,04,702 | |||||||
| Postal Ballot (if applicable) | ||||||||
| Total | 1,16,04,702 | 59,33,309 | 51.13 | 59,33,309 | 0 | 100.00 | 0.00 | |
| Public- Non Institutions | E-Voting | 16,88,629 | 23.41 | 16,88,629 | 0 | 100.00 | 0.00 | |
| Poll | 72,12,862 | 5,57,839 | 7.73 | 5,57,839 | 0 | 100.00 | 0.00 | |
| Postal Ballot (if applicable) | ||||||||
| Total | 72,12,862 | 22,46,468 | 31.15 | 22,46,468 | 0 | 100.00 | 0.00 | |
| Total | 7,33,18,437 | 6,26,61,775 | 85.47 | 6,26,61,775 | $\bf{0}$ | 100.00 | 0.00 |
ى: ا Pushpalatha KCompany Secretary
| Date of the AGM | June 28, 2019 |
|---|---|
| Total number of shareholders on record date (June 21, 2018) | 10327 |
| No. of shareholders present in the meeting either in person orthrough proxy: | |
| Promoters and Promoter Group: | |
| Public: | 69 |
| No. of Shareholders attended the meeting through Video | Not applicable |
| Conferencing | |
| Promoters and Promoter Group: | Not applicable |
| Public: | Not applicable |
| Resolution No. | 03 | |||||||
|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary/ | Ordinarv | |||||||
| Special) | To appoint a Director in place of Mr. Uday Singh (DIN: 02858520), who retires by rotation and, being eligible, offers himself for re-appointment | |||||||
| Whether promoter/ promoter groupare interested in theagenda/resolution? | No | |||||||
| Category | Mode of Voting | No.οfshares held(1) | No.ofvotes polled(2) | %ofVotesPolledonoutstandingshares$(3)=[(2)/(1)]^*$100 | No.ofVotes$-$ inlfavour(4) | No. ofVotes-against(5) | %ofVotesinlfavour onlvotespolled$(6)=[(4)/(2)]$*100 | % of Votesagainst onvotes polled$(7)=[(5)/(2)]^*$100 |
| Promoter and Promoter Group | E-Voting | |||||||
| Poll | 5,45,00,873 | 5,44,81,998 | 99.97 | 5,44,81,998 | $\Omega$ | 100.00 | 0.00 | |
| Postal Ballot (if applicable) | ||||||||
| Total | 5,45,00,873 | 5,44,81,998 | 99.97 | 5,44,81,998 | $\bf{0}$ | 100.00 | 0.00 | |
| Public-Institutions | E-Voting | 56,86,621 | 49.00 | 56,86,621 | 100.00 | 0.00 | ||
| Poll | 1,16,04,702 | |||||||
| Postal Ballot (if applicable) | ||||||||
| Total | 1,16,04,702 | 56,86,621 | 49.00 | 56,86,621 | $\bf{0}$ | 100.00 | 0.00 | |
| Public- Non Institutions | E-Voting | 16,88,629 | 23.41 | 16,88,629 | $\Omega$ | 100.00 | 0.00 | |
| Poll | 72,12,862 | 5,57,839 | 7.73 | 5,57,839 | $\Omega$ | 100.00 | 0.00 | |
| Postal Ballot (if applicable) | ||||||||
| Total | 72,12,862 | 22,46,468 | 31.15 | 22,46,468 | 0 | 100.00 | 0.00 | |
| Total | 7,33,18,437 | 6,24,15,087 | 85.13 | 6,24,15,087 | $\bf{0}$ | 100.00 | 0.00 |
ها ا $\Rightarrow$ Pushpalatha KCompany Secretary
| Date of the AGM | June 28, 2019 |
|---|---|
| Total number of shareholders on record date (June 21, 2018) | 10327 |
| No. of shareholders present in the meeting either in person orthrough proxy: | |
| Promoters and Promoter Group: | |
| Public: | 69 |
| No. of Shareholders attended the meeting through Video | Not applicable |
| Conferencing | |
| Promoters and Promoter Group: | Not applicable |
| Public: | Not applicable |
| Resolution No. | 04 | |||||||
|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary/ | Ordinary | |||||||
| Special) | To appoint a Director in place of Mr. Arvind Kumar Prasad (DIN: 02865273), who retires by rotation and, being eligible, offers himself for | |||||||
| re-appointment | ||||||||
| Whether promoter/ promoter group | No | |||||||
| are interested in the | ||||||||
| agenda/resolution? | ||||||||
| Category | Mode of Voting | No.oflshares held(1) | No.ofvotes polled(2) | %ofVotesPolledonoutstanding | No.0fVotes$-$ infavour(4) | No. ofVotes-Iagainst(5) | %ofVotesinfavour onvotespolled | % of Votesagainst onvotes polled(7)=[(5)/(2)]*100 |
| shares$(3)=[(2)/(1)]^*$100 | $(6)=[(4)/(2)]$$*100$ | |||||||
| Promoter and Promoter Group | E-Voting | |||||||
| Poll | 5,45,00,873 | 5,44,81,998 | 99.97 | 5,44,81,998 | $\Omega$ | 100.00 | 0.00 | |
| Postal Ballot (if applicable) | ||||||||
| Total | 5,45,00,873 | 5,44,81,998 | 99.97 | 5,44,81,998 | 0 | 100.00 | 0.00 | |
| Public-Institutions | E-Voting | 59,33,309 | 51.13 | 59,33,309 | $\Omega$ | 100.00 | 0.00 | |
| Poll | 1,16,04,702 | |||||||
| Postal Ballot (if applicable) | ||||||||
| Total | 1,16,04,702 | 59,33,309 | 51.13 | 59,33,309 | $\mathbf{0}$ | 100.00 | 0.00 | |
| Public- Non Institutions | E-Voting | 16,88,629 | 23.41 | 16,88,629 | $\Omega$ | 100.00 | 0.00 | |
| Poll | 72,12,862 | 5,57,839 | 7.73 | 5,57,839 | $\Omega$ | 100.00 | 0.00 | |
| Postal Ballot (if applicable) | ||||||||
| Total | 72,12,862 | 22,46,468 | 31.15 | 22,46,468 | 0 | 100.00 | 0.00 | |
| Total | 7,33,18,437 | 6,26,61,775 | 85.47 | 6,26,61,775 | $\mathbf{0}$ | 100.00 | 0.00 |
هه ا Pushpalatha KCompany Secretary
| Date of the AGM | June 28, 2019 |
|---|---|
| Total number of shareholders on record date (June 21, 2018) | 10327 |
| No. of shareholders present in the meeting either in person orthrough proxy: | |
| Promoters and Promoter Group: | |
| Public: | 69 |
| No. of Shareholders attended the meeting through Video | Not applicable |
| Conferencing | |
| Promoters and Promoter Group: | Not applicable |
| Public: | Not applicable |
| Resolution No. | 05 | |||||||
|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary/ | Special | |||||||
| Special) | Re-appointment of Mr. Ravindra Kishore Sinha (DIN: 00945635), as Chairman of the Company and to fix his remuneration | |||||||
| Whether promoter/ promoter group | No | |||||||
| are interested in the | ||||||||
| agenda/resolution? | ||||||||
| Category | Mode of Voting | No.оfshares held(1) | No.ofvotes polled(2) | %ofVotesPolledonoutstandingshares$(3)=[(2)/(1)]^*$100 | No.0fVotes– inlfavour(4) | No. ofVotes-Iagainst(5) | %оfVotesinlfavour onvotespolled$(6)=[(4)/(2)]$$*100$ | % of Votesagainst onvotes polled$(7)=[(5)/(2)]^*$100 |
| Promoter and Promoter Group | E-Voting | |||||||
| Poll | 5,45,00,873 | 5,44,81,998 | 99.97 | 5,44,81,998 | $\overline{0}$ | 100.00 | 0.00 | |
| Postal Ballot (if applicable) | ||||||||
| Total | 5,45,00,873 | 5,44,81,998 | 99.97 | 5,44,81,998 | $\mathbf{0}$ | 100.00 | 0.00 | |
| Public- Institutions | E-Voting | 56,86,621 | 49.00 | 56,86,621 | $\Omega$ | 100.00 | 0.00 | |
| Poll | 1,16,04,702 | |||||||
| Postal Ballot (if applicable) | ||||||||
| Total | 1,16,04,702 | 56,86,621 | 49.00 | 56,86,621 | $\mathbf{0}$ | 100.00 | 0.00 | |
| Public- Non Institutions | E-Voting | 16,88,629 | 23.41 | 16,88,629 | $\overline{0}$ | 100.00 | 0.00 | |
| Poll | 72,12,862 | 5,57,839 | 7.73 | 5,57,839 | $\Omega$ | 100.00 | 0.00 | |
| Postal Ballot (if applicable) | ||||||||
| Total | 72,12,862 | 22,46,468 | 31.15 | 22,46,468 | 0 | 100.00 | 0.00 | |
| Total | 7,33,18,437 | 6,24,15,087 | 85.13 | 6,24,15,087 | 0 | 100.00 | 0.00 |
ى: ا Pushpalatha KCompany Secretary
| Date of the AGM | June 28, 2019 |
|---|---|
| Total number of shareholders on record date (June 21, 2018) | 10327 |
| No. of shareholders present in the meeting either in person orthrough proxy: | |
| Promoters and Promoter Group: | |
| Public: | 69 |
| No. of Shareholders attended the meeting through Video | Not applicable |
| Conferencing | |
| Promoters and Promoter Group: | Not applicable |
| Public: | Not applicable |
| Resolution No. | 06 | |||||||
|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary/ | Special | |||||||
| Special) | Approval for continuation of directorship of Mr. Devdas Apte (DIN: 03350583), as Non-Executive Director of the Company | |||||||
| Whether promoter/ promoter group | No | |||||||
| are interested in the | ||||||||
| agenda/resolution? | ||||||||
| Category | Mode of Voting | No.ofshares held | ofNo.votes polled | %ofVotes | No.оfVotes$-$ in | No. ofVotes-I | %ofVotesinl | % of Votesagainst on |
| (1) | (2) | Polled | favour | against | favour on | votes polled | ||
| on | (4) | (5) | votes | (7)=[(5)/(2)]* | ||||
| outstanding | polled | 100 | ||||||
| shares | $(6)=[(4)/(2)]$ | |||||||
| $(3)=[(2)/(1)]^*$100 | *100 | |||||||
| Promoter and Promoter Group | E-Voting | |||||||
| Poll | 5,45,00,873 | 5,44,81,998 | 99.97 | 5,44,81,998 | $\overline{0}$ | 100.00 | 0.00 | |
| Postal Ballot (if applicable) | ||||||||
| Total | 5,45,00,873 | 5,44,81,998 | 99.97 | 5,44,81,998 | 0 | 100.00 | 0.00 | |
| Public-Institutions | E-Voting | 44,92,961 | 38.72 | 44,92,961 | $\Omega$ | 100.00 | 0.00 | |
| Poll | 1,16,04,702 | |||||||
| Postal Ballot (if applicable) | ||||||||
| Total | 1,16,04,702 | 44,92,961 | 38.72 | 44,92,961 | $\mathbf{0}$ | 100.00 | 0.00 | |
| Public- Non Institutions | E-Voting | 16,88,629 | 23.41 | 14,46,519 | 2,42,110 | 85.66 | 14.34 | |
| Poll | 72,12,862 | 5,57,839 | 7.73 | 5,57,839 | 100.00 | 0.00 | ||
| Postal Ballot (if applicable) | ||||||||
| Total | 72,12,862 | 22,46,468 | 31.15 | 20,04,358 | $\mathbf 0$ | 89.22 | 0.00 | |
| Total | 7,33,18,437 | 6,12,21,427 | 83.50 | 6,09,79,317 | $\mathbf 0$ | 99.60 | 0.00 |
ى: ا Pushpalatha KCompany Secretary
| Date of the AGM | June 28, 2019 |
|---|---|
| Total number of shareholders on record date (June 21, 2018) | 10327 |
| No. of shareholders present in the meeting either in person orthrough proxy: | |
| Promoters and Promoter Group: | |
| Public: | 69 |
| No. of Shareholders attended the meeting through Video | Not applicable |
| Conferencing | |
| Promoters and Promoter Group: | Not applicable |
| Public: | Not applicable |
| Resolution No. | 07 | |||||||
|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary/Special) | SpecialRe-appointment of Mr. Tirumalai Cunnavakaum Anandanpillai Ranganathan (DIN: 03091352), as an Independent Director of theCompany for a period of 5 years | |||||||
| Whether promoter/ promoter groupare interested in theagenda/resolution? | No | |||||||
| Category | Mode of Voting | No.оfshares held(1) | No.οfvotes polled(2) | %ofVotesPolledonoutstandingshares$(3)=[(2)/(1)]^*$100 | No.0fVotes— infavour(4) | No. ofVotes-against(5) | %оfVotesinfavour onvotespolled$(6)=[(4)/(2)]$*100 | % of Votesagainst onvotes polled(7)=[(5)/(2)]*100 |
| Promoter and Promoter Group | E-VotingPollPostal Ballot (if applicable) | 5,45,00,873 | 5,44,81,998 | 99.97 | 5,44,81,998 | 0 | 100.00 | 0.00 |
| Public-Institutions | TotalE-VotingPoll | 5,45,00,8731,16,04,702 | 5,44,81,99856,86,621 | 99.9749.00 | 5,44,81,99856,86,621 | $\mathbf{0}$0 | 100.00100.00 | 0.000.00 |
| Postal Ballot (if applicable)Total | 1,16,04,702 | 56,86,621 | 49.00 | 56,86,621 | $\mathbf{0}$ | 100.00 | 0.00 | |
| Public- Non Institutions | E-VotingPollPostal Ballot (if applicable) | 72,12,862 | 16,88,6295,57,839 | 23.417.73 | 16,88,6295,57,839 | 00 | 100.00100.00 | 0.000.00 |
| Total | Total | 72,12,8627,33,18,437 | 22,46,4686,24,15,087 | 31.1585.13 | 22,46,4686,24,15,087 | $\mathbf{0}$$\mathbf{0}$ | 100.00100.00 | 0.000.00 |
ى: ا Pushpalatha KCompany Secretary
| Date of the AGM | June 28, 2019 |
|---|---|
| Total number of shareholders on record date (June 21, 2018) | 10327 |
| No. of shareholders present in the meeting either in person orthrough proxy: | |
| Promoters and Promoter Group: | |
| Public: | 69 |
| No. of Shareholders attended the meeting through VideoConferencing | Not applicable |
| Promoters and Promoter Group: | Not applicable |
| Public: | Not applicable |
| Resolution No. | 08 | |||||||
|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary/ | Special | |||||||
| Special) | Revision in the remuneration of Mr. Rituraj Kishore Sinha (DIN: 00477256), Managing Director of the Company | |||||||
| Whether promoter/ promoter group | No | |||||||
| are interested in the | ||||||||
| agenda/resolution? | ||||||||
| Category | Mode of Voting | No.of | No.οf | %of | No.оf | No. of | %οf | % of Votes |
| shares held | votes polled | Votes | Votes– inl | Votes- | Votesin | against on | ||
| (1) | (2) | Polled | favour | against | favour on | votes polled | ||
| on | (4) | (5) | votes | $(7)=[(5)/(2)]^*$ | ||||
| outstanding | polled | 100 | ||||||
| shares | $(6)=[(4)/(2)]$ | |||||||
| $(3)=[(2)/(1)]^*$ | $*100$ | |||||||
| 100 | ||||||||
| Promoter and Promoter Group | E-Voting | |||||||
| Poll | 5,45,00,873 | 5,44,81,998 | 99.97 | 5,44,81,998 | $\Omega$ | 100.00 | 0.00 | |
| Postal Ballot (if applicable) | ||||||||
| Total | 5,45,00,873 | 5,44,81,998 | 99.97 | 5,44,81,998 | 0 | 100.00 | 0.00 | |
| Public-Institutions | E-Voting | 56,86,621 | 49.00 | 56,86,621 | 0 | 100.00 | 0.00 | |
| Poll | 1,16,04,702 | |||||||
| Postal Ballot (if applicable) | ||||||||
| Total | 1,16,04,702 | 56,86,621 | 49.00 | 56,86,621 | 0 | 100.00 | 0.00 | |
| Public- Non Institutions | E-Voting | 16,88,629 | 23.41 | 16,88,629 | $\overline{0}$ | 100.00 | 0.00 | |
| Poll | 72,12,862 | 5,57,839 | 7.73 | 5,57,839 | 0 | 100.00 | 0.00 | |
| Postal Ballot (if applicable) | ||||||||
| Total | 72,12,862 | 22,46,468 | 31.15 | 22,46,468 | 0 | 100.00 | 0.00 | |
| Total | 7,33,18,437 | 6,24,15,087 | 85.13 | 6,24,15,087 | 0 | 100.00 | 0.00 |
$12$ $\triangleleft$ $\Rightarrow$ Pushpalatha KCompany Secretary
| Date of the AGM | June 28, 2019 |
|---|---|
| Total number of shareholders on record date (June 21, 2018) | 10327 |
| No. of shareholders present in the meeting either in person orthrough proxy: | |
| Promoters and Promoter Group: | |
| Public: | 69 |
| No. of Shareholders attended the meeting through VideoConferencing | Not applicable |
| Promoters and Promoter Group: | Not applicable |
| Public: | Not applicable |
| Resolution No. | 09 | |||||||
|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary/ | Special | |||||||
| Special) | Revision in the remuneration of Mr. Arvind Kumar Prasad (DIN: 02865273), Director-Finance of the Company | |||||||
| Whether promoter/ promoter group | No | |||||||
| are interested in the | ||||||||
| agenda/resolution? | ||||||||
| Category | Mode of Voting | No.of | No.of | %of | No.of | No. of | %οf | % of Votes |
| shares held | votes polled | Votes | Votes$-$ in | Votes- | Votesin | against on | ||
| (1) | (2) | Polled | favour | against | favouron | votes polled | ||
| on | (4) | (5) | votes | $(7)=[(5)/(2)]^*$ | ||||
| outstanding | polled | 100 | ||||||
| shares | $(6)=[(4)/(2)]$ | |||||||
| $(3)=[(2)/(1)]^*$ | $*100$ | |||||||
| 100 | ||||||||
| Promoter and Promoter Group | E-Voting | |||||||
| Poll | 5,45,00,873 | 5,44,81,998 | 99.97 | 5,44,81,998 | 0 | 100.00 | 0.00 | |
| Postal Ballot (if applicable) | ||||||||
| Total | 5,45,00,873 | 5,44,81,998 | 99.97 | 5,44,81,998 | 0 | 100.00 | 0.00 | |
| Public-Institutions | E-Voting | 56,86,621 | 49.00 | 56,86,621 | 0 | 100.00 | 0.00 | |
| Poll | 1,16,04,702 | |||||||
| Postal Ballot (if applicable) | ||||||||
| Total | 1,16,04,702 | 56,86,621 | 49.00 | 56,86,621 | 0 | 100.00 | 0.00 | |
| Public- Non Institutions | E-Voting | 16,88,629 | 23.41 | 16,88,629 | $\overline{0}$ | 100.00 | 0.00 | |
| Poll | 72,12,862 | 5,57,839 | 7.73 | 5,57,839 | 0 | 100.00 | 0.00 | |
| Postal Ballot (if applicable) | ||||||||
| Total | 72,12,862 | 22,46,468 | 31.15 | 22,46,468 | 0 | 100.00 | 0.00 | |
| Total | 7,33,18,437 | 6,24,15,087 | 85.13 | 6,24,15,087 | 0 | 100.00 | 0.00 |
$12$ $\triangleleft$ $\Rightarrow$ Pushpalatha KCompany Secretary
Suryakant Kumar us Practising Company Secretary 113, Grand Plaza, Frazer Road, Patna-800001 Email: [email protected] Contact No. 09304534667
REPORT OF SCRUTINIZER
[Pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules. 2014]
To, The Chairman Security and Intelligence Services (India) Limited
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 and voting by poll at the 35th Annual General Meeting ("AGM") of Security and Intelligence Services (India) Limited held on Friday, the 28th day~of June, 2019 at 12:30 p.m. at Hotel Maurya, Fraser Road, South Gandhi Maidan, Patna - 800 001.
I, Suryakant Kumar, Practising Company Secretary,appointed as the Scrutinizer by the Board of Directors of Security and Intelligence Services (India) Limited (lithe Company"), pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, to conduct the e-voting process (remote e-voting) and voting by poll at the AGM in respect of the resolutions placed before the members at the 35th AGM of the Company held on Friday, June 28, 2019 at 12:30 p.m., submit my report as under:
-
- The notice dated May 2, 2019 along with statement setting out material facts under Section 102 of the Companies Act, 2013 were sent to the members in respect of the resolutions placed at the AGM of the Company.
-
- The Company had availed the e-voting facility offered by Central Depository Services (India) Limited ("CDSL") for providing remote e-voting to the members.
-
- The Company has also prov,ided voting facility by poll to the members present at the AGM, who did not cast their vote earlier through remote e-voting facility.
-
- The membersof the Company holding shares as on June 21, 2019 ("cut-off date") were entitled to vote on the resolutions set out in the Notice of AGM.
-
- The remote e-voting period remained open from 9:00 a.m. Tuesday, June 25, 2019upto 5:00 p.m. Thursday, June 27, 2019.
-
- After the time fixed for the voting at the meeting by the Chairman, two poll boxes kept for polling were locked in my presence.
•
Suryakant Kumar us Practising Company Secretary 113, Grand Plaza, Frazer Road, Patna-800001 Email: [email protected] Contact No. 09304534667
-
- The locked poll boxes were subsequently opened in my presence and poll papers were diligently scrutinized by me. The poll papers were reconciled with the records maintained by the Company/Registrar and Transfer Agents of the Company and the authorizations/proxies ,lodged with the Company.
-
- Thereafter, the votes cast through remote e-voting were unblocked by me in the presence of two witnesses not in the employment of the Company and I have scrutinized and reviewed the remote e-voting and votes tendered therein based on the data downloaded from the e-voting system of COSL.
-
- The compliance with the provisions of the Companies Act. 2013 and the rules made thereunder relating to voting through electronic means (by remote e-voting) and voting by pollat the AGM is the responsibility of the Management. My responsibility as a Scrutinizer is to ensure that the voting process,botn through remote e-voting and poll at the meeting are conducted in a fair and transparent manner and render consolidated Scrutinizers' Report of the total votes· cast in favour or against if any, to the Chairman on the resolutions, based on the reports generated from the e-voting system of COSL and voting by poll at the meeting.
I now submit my consolidated report on the result of the remote e-voting and voting by poll at the meeting in respect of the resolutions mentioned below:
Resolution No. 1-Ordinary Resolution
To receive, consider and adopt:
- a) the audited financial statements of the Company for the financial year ended March 31, 2019 andlthe reports of the Board of Directors and the Auditors thereon; and
- b) the audited consolidated financial statements of the Company for the financial year ended March 31, 2019 and the report of the Auditors thereon.
| Mode of voting | ofNumbermembers voted | Number of votescast by them | % of total numberof valid votes cast |
|---|---|---|---|
| Remote e-voting | 22 | 7,108,278 | |
| Voting by poll | 75 | 55,039,837 | |
| Total | 97 | 62,148,115 | 100.00 |
.. (i) Voted in favour of the resolution:
.
...
Suryakant Kumar us Practising Company Secretary 113, Grand Plaza, Frazer Road, Patna-800001 Email: [email protected] Contact No. 09304534667
(ii) Voted against the resolution:
| Mode of voting | ofNumber | Number of votes | % of total number |
|---|---|---|---|
| members voted | cast by them | of valid votes cast | |
| Remote e-voting | NA | INA | |
| Voting by poll | INA | NA | |
| Total | NA | NA | NA |
(iii} Invalid votes:
| Number of members whose | Number of votes cast by |
|---|---|
| votes were declared invalid | them |
| NA | NA |
Resolution No.2 - Ordinary Resolution
To declare dividend of INR 3.50 per equity share for the financial year ended March 31, 2019.
| Mode of voting | ofNumber | Number of votes | % of total number |
|---|---|---|---|
| members voted | cast by them | of valid votes cast | |
| I Remote e-voting | 25 | 7,621,938 | |
| Voting by poll | 75 | 55,039,837 | |
| Total | 100~ | 62,661,775 | ! 100.00 |
(i) Voted in favour of the resolution:
(ii) Voted against the resolution:
| Mode of voting | ofNumber | Number of votes | % of total number |
|---|---|---|---|
| members voted | cast by them | of valid votes cast | |
| II Remote e-voting | NA | NA | |
| Voting by poll | NA | NA | |
| Total | NA | NA | NA |
us Practising Company Secretary 113, Grand Plaza, Frazer Road, Patna-800001 Email: [email protected] Contact No. 09304534667
I
(iii) Invalid votes:
| Number of memberswhosevotes were declared invalid | Number of votes cast bythem |
|---|---|
| NA | I NA |
Resolution No.3 - Ordinary Resolution
To appoint a Director in place of Mr. Uday Singh (DIN: 02858520), who retires by rotation and, being eligible, offers himself for re-appointment.
(i) Voted in favour of the resolution:
| Mode of voting | ofNumbermembers voted | Number of votescast by them | % of total numberof valid votes cast |
|---|---|---|---|
| Remote e-voting | 24 | 7,375,250 | |
| Voting by poll | 75 | 55,039,837 | |
| Total | 99 | 62,415,087 | 100.00 |
(ii) Voted against the resolution:
| Mode of voting | ofNumber | Number of votes | % of total number |
|---|---|---|---|
| members voted | cast by them | of valid votes cast | |
| I Remote e-voting | NA | NA | |
| Voting by poll | NA | NA | |
| Total | NA | -NA | NA |
| Number of members whose | Number of votes cast by |
|---|---|
| votes were declared invaHd | them |
| NA | NA |
..
Practising Company Secretary 113, Grand Plaza, Frazer Road, Patna-800001 Email: [email protected] Contact No. 09304534667
Resolution No.4 - Ordinary Resolution~
.. To appoint a Director in place of Mr. Arvind Kumar Prasad (DIN: 02865273), who retires by rotation and, being eligible, offers himself for re-appointment.
(i) Voted in favour of the resolution :
| Mode of voting | Numberof | Number of votes ~ % of total number ' | |
|---|---|---|---|
| members voted | cast by them | I of valid votes cast | |
| Remote e-voting | 25 | 7,621,938 | II |
| Voting by poll | 75 | 55,039,837 | |
| Total | 100 | 62,661,775 | 100.00 |
(ii) Voted against the resolution:
| Mode of voting | ofNumber | Number of votes | % of total number |
|---|---|---|---|
| members voted | cast by them | of va lid votes cast | |
| Remote e-voting | NA | NA | |
| Voting by poll | NA | NA | |
| Total | NA | NA | NA |
| Number of members whose | Number of votes cast by |
|---|---|
| votes were declared invalid | them |
| NA | NA |
•
Suryakant Kumar us Practising Company Secretary 113, Grand Plaza, Frazer Road, Patna-800001 Email: [email protected] Contact No. 09304534667
Resolution No.5 - Special Resolution
Re-appointment of Mr. Ravindra Kishore Sinha (DIN: 00945635), as Chairman of the Company and to fix his remuneration
----:;=-==------", ---- -- =- ---
(i) Voted in favour of the resolution:
~
| Mode of voting | ofNumbermembers voted | Number of votescast by them | % of total numberof valid votes cast |
|---|---|---|---|
| Remote e-voting | 24 | 7,375,250 | |
| Voting by poll | 75 | 55,039,837 | |
| Total | 99 | 62,415,087 | 100.00 |
(ii) Voted against the resolution:
| Mode of voting | ofNumbermembers voted | Number of votescast by them | % of total numberof valid votes cast | |
|---|---|---|---|---|
| Remote e-voting | NA | NA | ||
| I Voting by poll | NA | NA | - | |
| Total | NA | NA | NA |
| Number of memberswhosevotes were declared invalid | Number of votes cast bythem |
|---|---|
| NA | NA |
..
..
-.
Suryakant Kumar us Practising Company Secretary 113, Grand Plaza, Frazer Road, Patna-800001 Email: [email protected] Contact No. 09304534667
,Resolution No.6 - Special Resolution
Approval for continuation of directorship of Mr. Devdas Apte (DIN: 03350583), as Non-Executive Director of the Company
(i) Voted in favour of the r~solution:
| Mode of voting | ofNumbermembers voted | Number of votescast by them | % of total numberof valid votes cast |
|---|---|---|---|
| Remote e-voting | 19 | 5,939,480 | |
| Voting by poll | I175 | 55,039,837 | |
| Total | 94 | 60,979,317 | 99.60 |
(ii) Voted against the resolution:
| Mode of voting | ofNumber | Number of votes | % of total number |
|---|---|---|---|
| I | members voted | cast by them | of va lid votes cast |
| Remote e-voting | 1" | 242,110 | ,I |
| Voting by poll | NA | NA | |
| Total | 1 | 242,110 | 0.40 |
| I Number of memberswhosevotes were declared invalid | Number of votes cast bythem |
|---|---|
| NA | NA |
..
Practising Company Secretary . - 113, Grand Plaza, Frazer Road, Patna-800001 Email: [email protected] Contact No. 09304534667
Resolution No.7 - Special Resolution
Re-appointment of Mr. Tirumalai Cunnavakaum Anandanpillai Ranganathan (DIN: 03091352), as an Independent Director of the Company for a period of 5 years
(i) Voted in favour of the resolution:
| Mode of voting | -.NumberImembers voted | of I, Number of votescast by them | % of total numberof valid votes cast |
|---|---|---|---|
| Remote e-voting | 24 | 7,375,250 | |
| Voting by poll | 75 | 55,039,837 | |
| Total 199 | 62,415,087 | 100.00 |
(ii) Voted against the resolution:
| Mode of voting | ofNumber | Number of votes | % of total number |
|---|---|---|---|
| members voted | cast by them | of valid votes cast | |
| Remote e-voting | NA-. | NA | |
| Voting by poll | NA | NA | |
| Total | NAIi | INA | NA |
| Number of members whose | Number of votes cast by |
|---|---|
| votes were declared invalid | them |
| NA | NA |
Practising Company Secretary 113, Grand_Plaza, Frazer Road, Patna-800001 Email: suryakant_csf@rediffmail~om Contact No. 093045346l)7
Resolution No.8 - Special Resolution
Revision in the remuneration of Mr. Rituraj Kishore Sinha (DIN: 00477256), Managing Director of the Company
(i) Voted in favour of the resolution:
| I Mode of voting | ofNumber | Number of votes | % of total number |
|---|---|---|---|
| members voted | cast by them | of valid votes cast | |
| Remote e-voting | 24 | 7,375,250 | |
| Voting by poll | 75 | 55,039,837 | |
| Total | 99 | 62,415,087 | 100.00 |
(ii) Voted against the resolution:
| Mode of voting | ofNumber | Number of votes | I % of total number |
|---|---|---|---|
| members voted | cast by them | of valid votes cast | |
| Remote e-voting | NA | NA | |
| Voting by poll | NA | NA | I |
| Total | NA~ | NA | II NA |
| Number of members whose | Number of votes cast by |
|---|---|
| votes were declared invalid | them |
| NA | NA |
.
Practising Company Secretary 113, Grand Plaza, Frazer Road, Patna-800001 Email: [email protected] Contact No. 09304534667
Resolution No.9 - Special Resolution
Revision in the remuneration of Mr. Arvind Kumar Prasad (DIN: 02865273), Director- Finance of the Company
(i) Voted in favour of the resolution:
| Mode of voting | of,I NumberI members votedI | Number of votescast by them | % of total numberof valid votes cast I |
|---|---|---|---|
| Remote e-voting | 24 | 7,375,250 | |
| Voting by poll' | ~.75 | 55,039,837 | |
| Total | 99 | 62,415,087 | 100.00 |
(ii) Voted against the resolution:
| Mode of voting | Number | of l Number of votes I % of total number | |
|---|---|---|---|
| members voted | cast by them | I of valid votes cast | |
| Remote e-voting | NA | NA | ! |
| Voting by poll | I NA | NA | |
| Total | NA | INAI | NAI |
| Invalid votes:(iii) | - | |
|---|---|---|
| Number of members whosevotes were declared invalid | Number of votes cast bythem | |
| NA | NA |
Practising Company Secretary 113, Grand Plaza, Frazer Road, Patna-800001 Email: [email protected] Contact No. 09304534667
- The registers and all other papers relating to voting by electronic means and poll papers shall remain in my custody until the Chairman considers, approves and signs the minutes and thereafter the same shall be handed over to the Company Secretary for preserving safely.
Thanking you Yours Sincerely,
j\Al~
Suryakant Kumar ACS 27610, CP No. 10207 Scrutin izer
Date : 28.06.2019 - Place : Patna
Witnesses:
I 1. Name: f'1c:.1'lD~~"" I( U~ Signature: 1Pr- /.A--;.