Solitaire Machine Tools Ltd — Declaration of Voting Results & Voting Rights Announcements 2022

Mar 11, 2022

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SOLITAIRE MACHINE TOOLS LTD

March 11, 2022

To, The Manager BSE Limited Corporate Relationship Department Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.

Security ID: SOLIMAC; BSE Code: 522152

Sub.: Declaration of Result of Postal Ballot by remote e-voting process

Dear Sir / Madam,

This has reference to our letter dated January 21, 2022 wherein, we have submitted the Postal Ballot Notice along with the explanatory statement seeking consent of the Members by way of Special Resolution to be passed through Postal Ballot, by way of remote e-voting only, with respect to the following business item:

Sr. No.	Particulars
1.	Approval for Shifting of Registered Office of the Company from Mumbai in the State of Maharashtra to Vadodara in the State of Gujarat.

Pursuant to Regulation 44(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and , we would like to inform you that the above said Resolution has been passed by the Members of the Company with requisite majority and deemed to be passed on the last date specified for the e-voting i.e. March 10, 2022. Accordingly, we are enclosing herewith the following:

1. Declaration of results of Postal Ballot enclosed as Annexure I ; and

2. Details of Voting Results as prescribed under Regulation 44 of the Listing Regulations alongwith Report of the Scrutinizer on the remote e-voting, enclosed as Annexure II.

The aforesaid documents are also being made available on the website of the Company at www.smtgrinders.com and on the website of e-voting agency i.e. Link Intime India Private Limited at https://instavote.linkintime.co.in/ .

The Exchange is hereby requested to take note of and disseminate the same.

Thanking you,

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Encl: A/a

CIN No. L28932MH1967PLC013747 Office : 3/A, Arun Chambers, Tardeo Rd., Mumbai-400 034. India. Tel. : 022-66602156 Reply to: Plant I: 292, Dharamsinh Desai Marg, Chhani Road, Vadodara-390002. India Mob.: 9904408538 E-mail: sales@smtgrinders.com Plant II : A-24/25, Krishna Industrial Estate, Near B.I.D.C., Gorwa, Vadodara- 390016.

Website : www.smtgrinders.com

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SOLITAIRE MACHINE TOOLS LTD

Annexure I

Declaration of Results of Postal Ballot

Pursuant to Section 110 of the Companies Act, 2013, read with Rule 20 and Rule 22 of the Companies (Management and Administration), Rules, 2014 and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulation 2015, consent of the Members of the Company was sought by way of Special Resolution as set out in the Postal Ballot Notice dated January 21, 2022 by means of voting through electronic mode (e-voting).

Postal Ballot Notice containing the Special Resolution was sent to all the Members of the Company and last date of e-voting was Thursday, March 10, 2022. Mrs. Chandanbala O. Mehta (FCS: 6122 & C.P. No.: 6400) of M/s. Chandanbala Jain & Associates, Practicing Company Secretaries was appointed as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.

The Scrutinizer has submitted the Report. On the basis of the report of the Scrutinizer on the e-voting done by the Members, it is hereby declared that the Special Resolution as set out in the Postal Ballot Notice dated January 21, 2022 have been passed by the Members of the Company with requisite majority.

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CIN No. L28932MH1967PLC013747 Office : 3/A, Arun Chambers, Tardeo Rd., Mumbai-400 034. India. Tel. : 022-66602156 Reply to: Plant I: 292, Dharamsinh Desai Marg, Chhani Road, Vadodara-390002. India Mob.: 9904408538 E-mail: sales@smtgrinders.com Plant II : A-24/25, Krishna Industrial Estate, Near B.I.D.C., Gorwa, Vadodara- 390016. Website : www.smtgrinders.com

SOLITAIRE MACHINE TOOLS LIMITED

Annexure II

Annexure II
Date of the Postal Ballot	Voting Start date: February 09, 2022 Votingend date: March 10,2022
Total number of Shareholders on record date(i.e. on January28,2022)	4041
No. of shareholders present in the meeting either in person or through proxy: Promoters and Promoter Group: Public:	Not Applicable
No. of Shareholders attended the meeting through Video Conferencing: Promoters and Promoter Group: Public:	Not Applicable

Resolution: Approval for Shifting of Registered Office of the Company from Mumbai in the State of Maharashtra to Vadodara in the State of Gujarat.

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Resolution Required: Special
(Ordinary/Special)
Whether promoter/ promoter No
group are interested in the
agenda/resolution?
Category Mode No. of No. of % of No. of No. of % of votes % of votes
of Shares votes votes Votes votes in favour against on
voting held Polled polled on in Against on votes votes
outstand favour polled polled
ing
shares
(1) (2) (3) (4) (5) (6) (7)
(2)/(1) (4)/(2)100 (5)/(2)
100 100
Promoter & E- 2050560 767643 37.43 767643 0 100.00 0.00
Promoter Group voting
Poll N.A. N.A. N.A. N.A. N.A. N.A.
Postal N.A. N.A. N.A. N.A. N.A. N.A.
Ballot
Total 767643 37.43 767643 0 100.00 0.00
Public Institutions E- 0
voting
Poll N.A. N.A. N.A. N.A. N.A. N.A.
Postal N.A. N.A. N.A. N.A. N.A. N.A.
Ballot
Total
Public Non E- 2491616 4630 0.18 3046 1584 65.78 34.21
Institutions voting
Poll N.A. N.A. N.A. N.A. N.A. N.A.
Postal N.A. N.A. N.A. N.A. N.A. N.A.
Ballot
Total 4630 0.18 3046 1584 65.78 34.21
Total 772273 17.02 770689 1584 99.79 0.21
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Scrutinizer’s Report on Postal Ballot and Remote e-Voting

[Pursuant to Sections 108 and 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014]

To, The Chairman

Solitaire Machine Tools Limited

Shop 3-A, Floor- Bas, Plot 731, Part 3, Arun Chamber, Pandit Madan Mohan Malviya Marg, Tardeo, Mumbai -400 034.

Dear Sir,

I, Chandanbala O. Mehta, Proprietor of M/s. Chandanbala Jain & Associates, Practicing Company Secretaries having office at No. 3, 1st Floor, 20/24 Morarji Velji Bldg., Dr. M.B. Velkar Street (Kolbhat Lane), Chira Bazar, Mumbai 400 002, have been appointed as a Scrutinizer of Solitaire Machine Tools Limited (“the Company”) pursuant to the provisions of Sections 108 and 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, for the purpose of scrutinizing the e-voting and Postal Ballot process in a fair and transparent manner and ascertaining the requisite majority on e-voting and Postal Ballot carried out as per the provisions of the Companies Act, 2013 on the Special Resolution as proposed in the Postal Ballot Notice dated January 21, 2022.

In view of the current extraordinary circumstances due to COVID-19 pandemic and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs (the “MCA”) for holding general meetings / conducting postal ballot through e- voting vide General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021 and 20/2021 dated December 08, 2021 (“General Circulars”) has advised the Companies to take all decisions requiring members approval, other than items of ordinary business or business where any person has a right to be heard, through the mechanism of Postal Ballot/Evoting in accordance with the provisions of the Act and rules made thereunder, without holding a General Meeting that requires physical presence of members at a common venue.

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The management of the company is responsible to ensure the compliance with the requirements of the Companies Act, 2013 and Rules relating to postal ballot on the resolution contained in the notice of postal ballot. Our responsibility is to make a Scrutinizer's Report of the votes cast "in favour” or "against" the resolution, based on report generated from the e-voting system provided by Link Intime India Private Limited, the authorised agency to provide e-voting facilities engaged by the Company in accordance with the framework set out in “General Circulars” issued by the “MCA”.

Further to the above, we submit herewith our Report as under:

1. The members of the company whose names were recorded in the Register of Members or in the Register of Beneficial Owners maintained in the Depositories as on the cut-off date i.e. January 28, 2022 were entitled to vote on the Special Resolution in the notice.

2. Due to the outbreak of COVID-19 pandemic, the MCA vide its General Circulars, has permitted to conduct the Postal Ballot by sending the Notice in electronic form only. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would take place through the process of remote e-voting only.

3. The company has published on February 08, 2022, an advertisement about the dispatch of Postal Ballot Notice in The Free Press Journal (English) and Navshakti (Marathi).

4. Only the votes exercised through e-voting facility from Wednesday, February 09, 2022 (09:00 a.m. IST) till Thursday, March 10, 2022 (05:00 p.m. IST) were considered for our scrutiny since no physical postal ballot forms were received till 05:00 p.m. on Thursday, March 10, 2022 due to the ongoing nationwide lockdown in view of COVID-19.

5. After the closure of voting period on March 10, 2022, we have unblocked the electronic votes on March 10, 2022 at 05:25 p.m. in the presence of two witnesses Ms. Tanvi Vyas and Ms. Namrata Joshi, not in the employment of the Company.

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1. The details containing the list of the shareholders who casted their vote electronically for the Special Resolution was downloaded from the e-voting website of Link Intime India Private Limited (http://www.instavote. linkintime.co.in/). None of the physical postal ballot forms were received from the post office ongoing threat posed by COVID – 19.

2. We have scrutinized and counted the votes casted through remote e-voting facility and their particulars have been recorded in accordance with the Companies (Management and Administration) Rules, 2014.

3. The results of the voting are as under:

4. Resolution No. 1 (Special Resolution): Approval for Shifting of Registered Office of the Company from Mumbai in the State of Maharashtra to Vadodara in the State of Gujarat.

Particulars	Number of Shares (Through Remote e-voting)	Number of Shares (Through postal ballot)	Total No. of Shares	% of total Net valid votes (in percentage)	Result
Total No. of votes received	772273	0	772273	Not Applicable	Passed by requisite Majority
Less: No. of Invalid votes	0	0	0
Net valid votes	772273	0	772273
Votes in favour of the resolution	770689	0	770689	99.79
Votes against the resolution	1584	0	1584	0.21
Total				100.00

The registers, electronic data and all other incidental papers and relevant records relating to e-voting process (remote e-voting) which are in our safe custody will be handed over to the Compliance Officer of the Company for safe keeping as soon as possible.

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You may accordingly declare the result of the voting by Postal Ballot.

Thanking you,

Yours faithfully, For Chandanbala Jain & Associates Practicing Company Secretaries

Digitally signed by CHANDANBALA OJAS MEHTA CHANDANBA DN: c=IN, o=Personal, postalCode=400026, st=Maharashtra, 2.5.4.20=88546511023e94653bfb2fec25b0781600 4b18a8ef7988ca92cf60c08395f4db, LA OJAS pseudonym=FA27EFAD1CA973A92B01DD4893F41460023A6C27, serialNumber=21877c5112d9e1ab30e0c09f1bf83 6dc98b32a7852a8cda9e7efe5316e0daeab, MEHTA cn=CHANDANBALA OJAS MEHTA Date: 2022.03.10 19:31:03 +05'30'

Chandanbala O. Mehta Proprietor CP No.: 6400 (FCS: 6122)

Date: March 10, 2022 Place: Mumbai

UDIN: F006122C002879113

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