Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

SRF Ltd. Declaration of Voting Results & Voting Rights Announcements 2020

Aug 17, 2020

61903_rns_2020-08-17_cee4dd33-189d-4dde-8e55-991542029f5f.pdf

Declaration of Voting Results & Voting Rights Announcements

Open in viewer

Opens in your device viewer

The Corporate Relationship Department, BSE Limited 1 st Floor , New Trading Ring Rotunda Building, P.J. Towers Dalal Street, Mumbai 400 001

National Stock Exchange of India Limited "Exchange Plaza" Bandra-Kurla Complex Bandra (E) Mumbai 400 051

Scrip Code- 503806

Scrip Code-SRF

SRF/SEC/BSE/NSE 17.08.2020

Dear Sir,

Sub: Annual General Meeting Voting Results and Report under Regulation 44(3) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

In compliance with Regulation 44 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are pleased to submit the voting results (mode of voting was by way of Remote E-Voting and Evoting at Annual General Meeting) as per Annexure I, on the business transacted as per notice dated July 08, 2020 of the 49th Annual General Meeting (AGM) of the Company held on August 17, 2020 at 11:00 a.m. through Video Conferencing/ Other Audio Visual Means.

Based on the consolidated report of the Scrutinizer attached, all the resolutions set out in the Notice of 49th AGM have been dully approved by the shareholders with requisite majority.

Thanking you,

.

Yours faithfully,

For SRF Limited

Rajat Lakhanpal Vice President (Corporate Compliances) & Company Secretary Membership No. – ACS- 12725 (Address-32-C MIG Flats, Pocket-C, Phase-III, Ashok Vihar, New Delhi- 110052)

Annex 1
SRF L MITED
Date of the AGM/EGM 17-08-2020
Total number of shareholders on record date 66344
No. of shareholders preseit in the meeting either in person or through proxy:
Promoters and Promoter Group: Not applicable
Public: Not applicable
No. of Shareholders attended the meeting through Video Conferencirg
Promoters and Promoter Group: 3
Public: 75
Resolution No. 1
Resolution required: (Ordinary/ Special) ORDINARY - Consideration and adoption of AuditEj Financial Statements for the financial year 2019-2020.
Whether promoter/ promoter group are interested in the
agenda/resolution? No
Category Mode cfVoting No. of sharesheld (1) No. o'l votespolled (2) % of otesPolled onoutstandingshares(3)=[(2)/(1)]*100 No. of Votes- in favour(4) No. of Votes- against (5) % of Votes infavour onvotes polled(6)=[(4)/(2)]*100 % of Votesagainst onvotes polled(7)=[(5)/(2)]*100 Votes Invalid Votes Abstained
Promoter and Promoter Group E-Voting 3,00,76,500 100.0000 3,00,76,500 0 100.0000 0.0000 0 0
Poll 3,00,76,500 0 0.0000 0 0 0.0000 0.0000 0 0
Postal Ballot
(if applicab a) OI C.,)- 200 0 0 0.0000 0.0000 0 0
Total 3,0'; 76,500, )0 4 )00. 3,00,76,500 0 100.0000 0.0000 0 0
Public- Institutions E-Voting 1,14,71,114l 1.0140 1,14,71,114 0 100.0000 0.0000 0 7,33,891
PollPostal Ballot 1,88,00,790 0 0.0000 0 0 0.0000 0.0000 0 0
(if applicab a) 01 0.4000 0 0 0.0000 0.0000 0 0
Total 1,14,71,114 611314 1,14,71,114 0 100.0000 0.0000 0 733891
Public- Non Institutions E-Voting 7,862 0.0914 7,860 2 99.9745 0.0254 0 3
Poll 18,845 0.2190 18,845 0 100.0000 0.0000 0 0
Postal Ballot(if applicab,e) 86,03,210 0I 0.0000 0 0 0.0000 0.0000 0 0
total 26,7071 , 34 26,705 2 99.9925 0.0075 0 3
Total 5,74,80.500L 1 74,32), ) '7 7-77 4,15,74,319 Z 100.0000 0.0000 0 733894

Resolution No.
Resolution required: (Ordinary/ Special) ORDINARY - Re-appointment of Mr. Pramod Gopaldas Gujarathi as Director who retires by rotation.
Whether promoter/ promoter group are interested in theagenda/resolution? No
Category % of Votes
Polled on % of Votes in % of Votes
outstanding favour on against on
shares No. of Votes votes polled votes polled
Mode of No. of shares No. of votes (3)=[(2)/(1)]* - in favour No. of Votes (6)=[(4)/(2)]* (7)=[(5)/(2}]* Votes
Voting held (1) polled (2) 100 (4) - against (5) 100 100 Votes Invalid Abstained
Promoter and Promoter Group E-Voting 3,00,76,500 100.0000 3,00,76,500 0 100.0000 0.0000 0 0
Poll 0 0.0000 0 0 0.0000 0.0000
3,00,76,500
Postal Ballot
(if applicable) 0 0.0000 0 0 0.0000 0.0000
Total 3,00,76,500 100:0000 3,00,76,500 0 100.0000 0.0000 0
Public- Institutions E-Voting 1,08,22,278 57.5629 1,08,10,847 11,431 99.8943 0.1056 0 13,82,727
Poll 0 0.0000 0 0 0.0000 0.0000
1,88,00,790
Postal Ballot
[if applicable) 0 0.0000 0 0 0.0000 0.0000
Total 1,08,22,278 57.5629 1,08,10,847 11,431 99.8944 0.1056 0 1382727
Public- Non Institutions E-Voting 7,865 0.0914 7,828 37 99.5295 0.4704
poll 18,845 0.2190 18,845 0 100.0000 0.0000 0
86,03,210
Postal Ballot
;if applicable) 0 0.0000 0 0 0.0000 0.0000 0
Total 26,710 0.3104 26,673 37 99.8615 0.1385 0
' ,, Total 5,74,80,500 4,09,25,488 71.1989 4,09,14,020 11,468 99.9720 0.0280 1382727

Resolution No.
SPECIAL. - Re-appointment of Mr. Pramod Gopaldas Gujarathi DIN 00418958 as a Whole-Time Director, designated as Director Safety Environment
Resolution required: (Ordinary/ Special) and Occupier.
Whether promoter/ proMoter group are interested in theagenda/resolution? No
% of Votes
Polled on % of Votes in % of Votes
outstanding favour on against on
shares No. of Votes votes polled votes polled
Mode of No. of shares No. of votes (3)=[(2)/(1)]* - in favour No. of Votes (6)=[(4)/(2)]* (7)=((5)/(2)]* Votes
Category Voting held (1) polled (2) 100 (4) - against (5) 100 100 Votes Invalid Abstained
E-Voting 3,00,76,500 100.0000 3,00,76,500 0 100.0000 0.0000
Poll 0 0.0000 0 0 0.0000 0.0000
3,00,76,500
Postal Ballot
Promoter and Promoter Group (if applicable) 0 0.0000 0 0 0.0000 0.0000
Total 3,00,76,500 100.0000 3,00,76,500 0 100.0000 0.0000 0 0
E-Voting 79,59,322 42.3350 54,63,656 24,95,666 68.6447 31.3552 0 42,45,683
Poll 0 0.0000 0 0 0.0000 0.0000
1,88,00,790
Postal Ballot
Public- Institutions (if applicable) 0 0.0000 0 0 0.0000 0.0000
Total 79,59,322 42.335 54,63,656 24,95,666 68.6447 31.3553 0 4245683
E-Voting 7,865 0.0914 7,828 37 99.5295 0.4704
Poll 18,845 0.2190 18,845 0 100.0000 0.0000
86,03,210
Postal Ballot
Public- Non Institutions (if applicable) 0 0.0000 0 0 0.0000 0.0000
Total 26,710 0.3104 26,673 37 99.8615 0.1385 0 0,
total 5,74,80,500 3,80,62,532 66.2182 3,5 3

Resolution No.
Resolution required: (Ordinary/ Special) ORDINARY - Re-appointment of Mr. Ashish Bharat Ram DIN 00671567 as Managing Director.
Whether promoter/ promoter group are interested in theagenda/resolution? No
% of Votes
Polled on % of Votes in % of Votes
outstanding favour on against on
shares No. of Votes votes polled votes polled
Mode cf No. of shares No. of votes (3)=[(2)/(1)]* - in favour No. of Votes (6)=[(4)/(2))* (7)=[(5)/(2)]* Votes
Category Voting held (1) polled (2) 100 (4) - against (5) 100 100 Votes Invalid Abstained
E-Voting 3,00,49,000 99.9086 3,00,49,000 0 100.0000 0.0000 0 27,500
Poll 0 0.0000 0 0 0.0000 0.0000
3,00,76,500
Postal Ballot
Promoter and Promoter Group (if applicable) 0 0.0000 0 0 0.0000 0.0000
Total 3,00,49,000 99.9086 3,00,49,000 0 100.0000 0.0000 0 27500
E-Voting 79,59,322 42.3350 56,98,430 22,60,892 71.5944 28.4055 0 42,45,683
Poll 0 0.0000 0 0 0.0000 0.0000
1,88,00,790
Postal Eallot
Public- Institutions (if appli:able) 0 0.0000 0 0 0.0000 0.0000
Total 79,59,322 42.335. 56,98,430 22,60,892 71.5944 28.4056 0 4245683
E-Voting 7,865 0.0914 7,828 37 99.5295 0.4704 0 0
Poll 18,845 0.2190 18,845 0 100.0000 0.0000
86,03,210
Postal Ballot
Public- Non Institutions (if applicable) 0 0.0000 0 0 0.0000 0.0000
Total 26,710 0.3104 26,673 37 99.8615 0.1385 0 0
,'i , ','-tY ,.Y4' '° ;"Z'',:,t. Total 5,74,80,500 3,80,35,032 66.1703 3,57,74,103 22,60,929 94.0557 5.9443 0 4273183

Resolution No.
Resolution required: (Ordinary/ Special) ORDINARY - Ratification of Remuneration of Cost Auditors for financial year 2020-2021.
Whether promoter/ promoter group are interested in theagenda/resolution? No
% of Votes
Polled on % of Votes in % of Votes
outstanding favour on against on
shares No. of Votes votes polled votes polled
Mode of No. of shares No. of votes (3)=[(2)/(1)]* - in favour No. of Votes (6)=[(4)/(2)]* (7)=((5)/(2)]* Votes
Category Voting held (1) polled (2) 100 (4) - against (5) 100 100 Votes Invalid Abstained
E-Voting 3,00,76,500 100.0000 3,00,76,500 0 100.0000 0.0000
Pcll 0 0.0000 0 0 0.0000 0.0000
3,00,76,500
Postal Ballot
Promoter and Promoter 3roup (if applicable) 0 0.0000 0 0 0.0000 0.0000 0
Total 3,00,76,500 100.0000 3,00,76,500 0 100.0000 0.0000
E-Vctirg 1,21,75,985 64.7632 1,21,75,985 0 100.0000 0.0000 0 29,020
Poll 0 0.0000 0 0 0.0000 0.0000 0 0
1,88,00,790
Postal Ballot
Public- Institutions (if applicable) 0 0.0000 0 0 0.0000 0.0000 0 0
Total 1,21,75,985 64.7632 1,21,75,985 0 100.0000 0.0000 0 29020
E-Voting 7,865 0.0914 7,860 5 99.9364 0.0635
Poll 18,845 0.2190 18,845 0 100.0000 0.0000
86,03,210
-.Postal Ballo
Public- Non Institutions (if appl cable: 0.0000 0 0 0.0000 0.0000
Total 26,710 0.3104 26,705 5 99.9813 0.0187
Total 5,74,80,500 4,22,79,195 73.5540 4,22,79,190 5 100.0000 0.0000 0 29020

Resolution No.
Resolution required: (Ordinary/ Special) SPECIAL - Offer or invitation to subscribe to Redeemable Non-Convertible Debentures of the Company on private placement.
Whether promoter/ proritioter group are interested in theagenda/resolution? No
Category Mode ofVoting No. of sharesheld (1) No. of votespolled (2) % of VotesPolled onoutstandingshares(3)=[(2)/(1)]*100 No. of Votes- in favour(4) No. of Votes-against (5) % of Votes infavour onvotes polled(6)=[(4)/(2)]*100 % of Votesagainst onvotes polled(7)=[(5)/(2)]*100 Votes Invalid VotesAbstained
E-Voting 3,00,76,500 100.0000 3,00,76,500 0 100.0000 0.0000
Poll 0 0.0000 0 0 0.0000 0.0000
Postal Ballot 3,00,76,500
Promoter and Promoter Group (if applicable) 0 0.0000 0 0 0.0000 0.0000
Total 3,00,76,500 1004000 3,00,76,500 0 100.0000 0.0000 0 0
E-Voting 1,21,75,985 64.7632 1,21,75,985 0 100.0000 0.0000 0 29,020
Poll 0 0.0000 0 0 0.0000 0.0000 0 0
Postal Ballot 1,88,00,790 0
Public- Institutions (if applicable) 01)21,75,985 0.0000 64.7632 1,21,75,985 00 0.00001004000 0.00000.0000 0 29020
TotalE-Voting >7,865 0.0914 7,839 26 99.6694 0.3305
Poll 18,845 0.2190 18,645 200 98.9387 1.0612
86,03,210
Public- Non Institutions Postal Ballot(if applicable) 0 0.0000 0 0 0.0000 0.0000 C 0
Total 26,710 0.3104 26,484 226 99.1539 0.8461
Total 5,74,80,500 4,22,79,195 715540 4,22,78,969 226 99.9995 0.0005 0 29020

Arvind Kohli e; ,Associates Company Secretaries

199, Sector 7, Urban Estate, Gurgaon 122001 Telephone: +(91)124-4005260,98-110-22619 e-mail: arvindkohliAgmail.com

August 17, 2020

To,

The Chairman SRF Limited CIN: L18101DL1970PLC005197 The Galleria, DLF Mayur Vihar, Unit No. 236 & 237, 2nd Floor, Mayur Place, Mayur Vihar Phase I Extn, Delhi — 110091

Dear Sir,

We thank you for appointing us as the Scrutinizer for remote e-voting process and voting by your Members during the 49thAnnual General Meeting of your Company held on Monday,l7th August,2020 through Video Conferencing ("VC")/ Other Audio-Visual Means("OAVM").

We are pleased to submit the Scrutinizer's Report, which is comprehensive and selfexplanatory in all respects

For ARVIND KOHLI & ASSOCIATES Company Secretaries

ARVIND KOHLI FCS 4434, CP 2818 SCRUTINIZER Date : August 17, 2020 Place : Gurugram UDIN No.- F004434B000584420

Arvind Kohli & Associates Company Secretaries

199, Sector 7, Urban Estate, Gurgaon 122001 Telephone: +(91 )124-4005260,98-110-22619 e-mail: arvindkohliRgmail.com

SCRUTINIZER'SREPORT

Name of the Company SRF Limited
Meeting 49th Annual General Meeting
Day, Date & Time Monday, August 17, 2020 at 11:00 a .m.
Deemed Venue Registered Office situated at:The Galleria, DLF Mayur Vihar, Unit No. 236 & 237,2nd Floor, Mayur Place, Mayur Vihar Phase I Extn,Delhi — 110091
Mode Video Conferencing ("VC")/ Other Audio-VisualMeans("OAVM")

Appointment as Scrutinizer

We were appointed as the Scrutinizer for Scrutinizing the remote e-voting as well as the e-voting at the Annual General Meeting (AGM) under the provisions of Section 108 of the Coy cipaiies Act, 2013 read with Rule 20 of the Compai.lios (Managefrient and Administration) Rules, 2014 (as amended from time to time) and General Circular Nos. 14/2020, 17/2020, 20/2020 & 22/2020 issued by the Ministry of Corporate Affairs on April 08, 2020, April 13, 2020, May 05, 2020 and June 15, 2020 respectively and SEBI Circular dated May 12, 2020 (MCA & SEBI Circulars) on the resolution(s) mentioned in Notice dated July 08, 2020 for 49th AGM of the Company held on Monday, August17, 2020 at 11:00 A.M. through Video Canferencing (VC) / Other Audio Visual Means(OAVM) facility.

Our responsibility as a Scrutinizer was to ensure that the voting process was conducted in a fair and transparent manner and submit a Scrutinizer's report on the voting on the resolutions based on the reports generated from the electronic voting system.

2. Dispatch of Notice convening the AGM

2.1 Pursuant to General Circulars as mentioned above issued by the Ministry of Corporate Affairs and as per the provisions of Rule 20 of the Companies (Management & Administration) Rules, 2014, advertisement was published in Financial Express (English Newspaper) and Jansatta (vernacular newspaper), having electronic editions on July 22, 2020 and July 25, 2020 specifying the date and time of the AGM, availability of the notice on Company's website and website of the Stock Exchanges, manner of registration of e-mail ids by the members (both physical and demat) who re yet to register their e-mail ids with the Company, manner of voting through remote -voting or through e-voting system at the AGM etc.

Arvind Kohli & Associates Company Secretaries

199, Sector 7, Urban Estate, Gurgaon 122001 Telephone: +(91)124-4005260,98-110-22619 e-mail: arvindkohliAgmail.com

  • 2.2 The Company hosted the notice of AGM on its website, website of the KFin Technologies Private Limited, the Registrar and Share Transfer Agents ("RTA") of the Company and the agency providing the platform for remote e-voting and e-voting during the AGM and also intimated the same to BSE Limited and National Stock Exchange of India Limited on July 22, 2020.
  • 2.3 The Company informed that on the basis of the Register of Members and the list of Beneficial Owners made available by KFin Technologies Private Limited ("RTA"), and the depositories viz., National Securities Depository Limited `NSDL") and Central Depository Services (India) Limited ("CDSL") respectively, the Company completed dispatch of Notice of AGM in electronic mode through their RTA.

Cut-off Date

Voting rights were reckoned as on Monday, August 10, 2020, being the cut-off date for the purpose of deciding the entitlements of members for remote e-voting and evoting during the AGM.

Process of Remote e-voting and E-voting during AGM

The remote e-voting period commenced on Friday, August 14, 2020 at 09:00 A.M. and ended on Sunday, August 16, 2020 at 05:00 P.M. via e-voting platform on the designated portal / webpage provided by KFin Technologies Private Limited (KFINTECH). The Company had also provided e-voting facility to the Members who attended through VC/OAVM during the AGM to enable those Members to cast their votes, who had not cast their vote earlier through remote e-voting.

Attendance during AGM

The attendance of 78 members was registered who attended the AGM through VC/OAVM without physical presence of members at common venue as per MCA Circulars.

Counting Process

After completion of e-voting during the AGM, the data of e-voting was diligently scrutinized. Thereafter, data of e-voting were reconciled with the records maintained by the Registrar and Share Transfer Agent of the Company and the Authorizations lodged with the Company. Detailed registers were maintained containing the summary of results of remote e-voting and e-voting during AGM.

7. Results

  • 7.1 We observed that:
    • a) 26 members had cast their votes through e-voting during the AGM;

297 members had cast their votes through remote e-voting.

Arvind Kohli & Associates Company Secretaries

199, Sector 7, Urban Estate, Gurgaon 122001 Telephone: +(91)124-4005260,98-110-22619 e-mail: arvindkohliAgmail.com

  • 7.2 Consolidated results with respect to each item on the agenda as set out in the Notice of the AGM dated July 8, 2020 is enclosed.
  • 7.3 Based on the aforesaid results, we report that 6 Resolutions as set out in Item Nos. 1 to 6 of the Notice of the AGM dated July 8, 2020 have been passed with the requisite majority.

For ARVIND KOHLI & ASSOCIATES Company Secretaries

ARVIND KOHLI FCS 4434, CP 2818 SCRUTINIZER

Date : August 17, 2020 Place : Gurugram

UDIN No.- F004434B000584420

Company Secretaries

SEC

M. Nn COP Nic 2

Item No.1: To receive, consider and adopt the standalone and consolidated audited financial statements of the Company for the financial Year ended March 31, 2020 along with the Reports of the Auditors' and Board of Directors' thereon

Particulars Remote e-voting Voting at the AGM Total
Number Votes Number Votes Number Votes Percentage
Assent 280 41555474 26 18845 306 41574319 100
Dissent 1 2 NIL NIL 1 2 NIL
Total 281 41555476 26 18845 307 41574321 100

Based on the aforesaid result, we report that the Ordinary Resolution as set out in Item No.1 of the Notice of the AGM dated July 8, 2020 has been passed with requisite majority.

Item No. 2: To appoint a Director in place of Mr. Pramod Gopaldas Gujarathi (DIN 00418958), who retires by rotation and being eligible, offers himself for re-election

Particulars Remote e-voting Voting at the AGM Total
Number Votes Number Votes Number Votes Percentage
Assent 281 40895175 26 18845 307 40914020 99.972
Dissent 3 11468 NIL NIL 3 11468 0.028
Total 284 40906643 26 18845 310 40925488 100

Based on the aforesaid result, we report that the Ordinary Resolution as set out in Item No. 2 of the Notice of the AGM dated July 8, 2020 has been passed with requisite majority.

Item No. 3: Re-appointment of Mr Pramod Gopaldas Gujarathi (DIN 00418958) as a Whole-Time Director, designated as "Director (Safety &Environment) and Occupier"

Particulars Remote e-voting Voting at the AGM Total
Number Votes Number Votes Number Votes Percentage
Assent 165 35547984 26 18845 191 35566829 93.4432
Dissent 107 2495703 NIL NIL 107 2495703 6.5568
Total 272 38043687 26 18845 298 38062532 100

Based on the aforesaid result, we report that the Special Resolution as set out in Item No.3 of the Notice of the AGM dated July 8, 2020 has been passed with requisite majority.

Item No 4:Re-appointment of Mr. Ashish Bharat Ram (DIN: 00671567) as Managing Director

Particulars Remote e-voting Voting at the AGM Total Percentage
Number Votes Number Votes Number Votes
Assent 174 35755258 26 18845 200 35774103 94.0557
Dissent • 96 2260929 NIL NIL 96 2260929 5.9443
Total 270 38016187 26 18845 296 38035032 100

B on the aforesaid result, we report that the Ordinary Resolution as set out in Item No.4 of the Notice of the AGM dated July 8, 2020 has been passed with requisite majority.

ArvinC Koh & Associates A " 199, Sector 7, Urban Estate, Gurgaon 122001 Company Secretaries Telephone: +(91)124-4005260,98-110-22619 e-mail: arvindkohliftamail.com

Particulars Remote e-voting Voting at the AGM Total Percentage
Number Votes Number Votes Number Votes
Assent 289 42260345 26 18845 315 42279190 100
Dissent 2 5 NIL NIL 2 5 NIL
Total 291 42260350 26 18845 317 42279195 100

Based on the aforesaid result, we report that the Ordinary Resolution as set out in Item No.5 of the Notice of the AGM dated July 8, 2020 has been passed with requisite majority.

Item No.6: Offer or invitation to subscribe to Redeemable Non-Convertible Debentures of the Company on private placement

Particulars Remote e-voting Voting at the AGM Total Percentage
Number Votes Number Votes Number Votes
Assent 287 42260324 25 18645 312 42278969 99.9995
Dissent 4 26 1 200 5 226 0.0005
Total 291 42260350 26 18845 317 42279195 100

Based on the aforesaid result, we report that the Special Resolution as set out in Item No.6 of the Notice of the AGM dated July 8, 2020 has been passed with requisite majority.

For ARVIND KOHL! & ASSOCIATES Company Secretaries

ARVINDKOHLI FCS 4434, CP 2818 SCRUTINIZER Date : August 17, 2020 Place : Gurugram UDIN No. - F004434B000584420

(

For SRF Libiited

Rajat Lakhanpal Vice President (Corporate Cornp lances) & Company Secretary Membership No. — ACS- 12725 (Address-32-C MIG Flats, Pocket-C, Phase-III, Ashok Vihar, New Delhi- 110052)