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Suprajit Engineering Ltd. Regulatory Filings 2021

Sep 5, 2021

61232_rns_2021-09-05_5906d2a1-b219-4377-9c64-e56d0abbf546.pdf

Regulatory Filings

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Registered & Corporate Office : #100, Bommasandra Industrial Area, Bengaluru - 560 099. Tel: +91-80-43421100, Fax: +91-80-27833279 E-mail: [email protected] Web : http://www.suprajit.com Corporate Identity Number (CIN) : L29199KA l 985PLC006934

September 04, 2021

BSE Limited Department of Corporate Services P. J. Towers, 25th Floor, Dalal Street, Mumbai- 400 001 Ref: 532509

National Stock Exchange of India Ltd -Exchange Plaza, C-1, Block-G, Bandra Kurla Complex, Bandra (E) Mumbai- 400 051 Ref: SUPRAJIT

Dear Sirs,

Sub: 36th Annual General Meeting -Voting Results and Scrutinizer's Report

Pursuant to the Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the voting results and Scrutinizer's Report on the Resolutions passed by the Members at the Thirty Sixth (36th) Annual General Meeting ('AGM') of the Company held on September 03, 2021. All the Resolutions were passed with requisite majority.

Further, pursuant to provisions of Section 108 of the Companies Act, 2013 and Rules made there under, the result of the voting is being hosted on the website of the Company and CDSL.

Please take the same on your records.

Thanking you, Yours faithfully, For Suprajit Engineering Limited

�0-.0C\X

Medappa �da J CFO & Company Secretary

Encl: as above

General information about company
Scrip code 532509
NSE Symbol SUPRAJIT
MSEI Symbol NA
ISIN INE399C01030
Name of the company SUPRAJIT ENGINEERING LIMITED
Type of meeting AGM
Date of the meeting / last day of receipt of postal ballot forms (in case of Postal Ballot) 03-09-2021
Start time of the meeting 2:30 PM
End time of the meeting 3:15 PM

Resolution(1)
Resolution required: (Ordinary / Special) Ordinary
in the agenda/resolution? Whether promoter/promoter group are interested No
Description of resolution considered To receive, consider and adopt the Financial Statements of the Company which include
Audited standalone and consolidated Balance Sheet as at March 31, 2021, the
standalone and consolidated Statement of Profit and Loss including the Statement of
other Comprehensive Income and Cash Flow of the Company as on that date together
with the Auditors' Report thereon and Report of the Board of Directors.
Category Mode of
voting		 No. of
% of Votes polled
No. of
No. of
No. of
votes
on outstanding
votes – in
votes –
shares held
polled
shares
favour
against		 % of votes in
favour on votes
polled		 % of Votes
against on votes
polled
(1) (2) (3)=[(2)/(1)]*100 (4) (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100
E-Voting 61242079 99.9638 61242079 0 100 0
Promoter Poll
and
Promoter
Group		 Postal
Ballot (if
applicable)		 61264233
Total 61264233 61242079 99.9638 61242079 0 100 0
E-Voting 18951251 76.4668 18951251 0 100 0
Poll
Public
Institutions		 Postal
Ballot (if
applicable)		 24783630
Total 24783630 18951251 76.4668 18951251 0 100 0
E-Voting 546164 1.0438 546063 101 99.9815 0.0185
Poll 12365 0.0236 12365 0 100 0
Public
Non
Institutions		 Postal
Ballot (if
applicable)		 52324610
Total 52324610 558529 1.0674 558428 101 99.9819 0.0181
Total 138372473 80751859 58.3583 80751758 101 99.9999 0.0001
Whether resolution is Pass or Not. Yes
Disclosure of notes on resolution

Resolution(2)
Resolution required: (Ordinary / Special) Ordinary
Whether promoter/promoter group are interested in the
agenda/resolution?		 No
Description of resolution considered To appoint Mr. Mohan Srinivasan Nagamangala (holding DIN:01916468),
Director who retires by rotation and being eligible, offers himself for re
appointment
Category Mode of
voting		 No. of
shares held		 No. of
votes
polled		 % of Votes polled
on outstanding
shares		 No. of
No. of
votes – in
votes –
favour
against		 % of votes in
favour on votes
polled		 % of Votes
against on votes
polled
(1) (2) (3)=[(2)/(1)]*100 (4) (5) (6)=
[(4)/(2)]*100		 (7)=
[(5)/(2)]*100
E-Voting 61242079 99.9638 61242079 0 100 0
Poll
Promoter and
Promoter
Group		 Postal Ballot
(if
applicable)		 61264233
Total 61264233 61242079 99.9638 61242079 0 100 0
E-Voting 18951251 76.4668 18951251 0 100 0
Poll
Public
Institutions		 Postal Ballot
(if
applicable)		 24783630
Total 24783630 18951251 76.4668 18951251 0 100 0
E-Voting 527277 1.0077 526550 727 99.8621 0.1379
Poll 12365 0.0236 12365 0 100 0
Public- Non
Institutions		 Postal Ballot
(if
applicable)		 52324610
Total 52324610 539642 1.0313 538915 727 99.8653 0.1347
Total 138372473 80732972 58.3447 80732245 727 99.9991 0.0009
Whether resolution is Pass or Not. Yes
Disclosure of notes on resolution

Voting.html

Resolution(3)
Resolution required: (Ordinary / Special) Ordinary
Whether promoter/promoter group are interested in the
agenda/resolution?		 No
Description of resolution considered To confirm the payment of Interim Dividend of Re. 0.75 (75%) and to declare
Final Dividend of Re. 1.00( 100%) for the financial year 2020-21.
Mode of
Category
voting		 No. of
shares held		 No. of
votes
polled		 % of Votes polled
on outstanding
shares		 No. of
votes – in
favour		 No. of
votes –
against		 % of votes in
favour on votes
polled		 % of Votes
against on votes
polled
(1) (2) (3)=[(2)/(1)]*100 (4) (5) (6)=
[(4)/(2)]*100		 (7)=
[(5)/(2)]*100
E-Voting 61242079 99.9638 61242079 0 100 0
Poll
Promoter and
Promoter
Group		 Postal Ballot
(if
applicable)		 61264233
Total 61264233 61242079 99.9638 61242079 0 100 0
E-Voting 18951251 76.4668 18951251 0 100 0
Poll
Public
Institutions		 Postal Ballot
(if
applicable)		 24783630
Total 24783630 18951251 76.4668 18951251 0 100 0
E-Voting 546164 1.0438 545963 201 99.9632 0.0368
Poll 12415 0.0237 12415 0 100 0
Public- Non
Institutions		 Postal Ballot
(if
applicable)		 52324610
Total 52324610 558579 1.0675 558378 201 99.964 0.036
Total 138372473 80751909 58.3584 80751708 201 99.9998 0.0002
Whether resolution is Pass or Not. Yes
Disclosure of notes on resolution

Resolution(4)
Resolution required: (Ordinary / Special) Special
agenda/resolution? Whether promoter/promoter group are interested in the No
Description of resolution considered Approval for continuation of Directorship of Mr. Muthuswamy Lakshminarayan
(DIN: 00064750) as an Independent Director of the Company
Mode of
Category
voting		 No. of
shares held		 No. of
votes
polled		 % of Votes polled
on outstanding
shares		 No. of
votes – in
favour		 No. of
votes –
against		 % of votes in
favour on votes
polled		 % of Votes
against on votes
polled
(1) (2) (3)=[(2)/(1)]*100 (4) (5) (6)=
[(4)/(2)]*100		 (7)=
[(5)/(2)]*100
E-Voting 61242079 99.9638 61242079 0 100 0
Poll
Promoter and
Promoter
Group		 Postal Ballot
(if
applicable)		 61264233
Total 61264233 61242079 99.9638 61242079 0 100 0
E-Voting 18951251 76.4668 18944393 6858 99.9638 0.0362
Poll
Public
Institutions		 Postal Ballot
(if
applicable)		 24783630
Total 24783630 18951251 76.4668 18944393 6858 99.9638 0.0362
E-Voting 546150 1.0438 543033 3117 99.4293 0.5707
Poll 12415 0.0237 12415 0 100 0
Public- Non
Institutions		 Postal Ballot
(if
applicable)		 52324610
Total 52324610 558565 1.0675 555448 3117 99.442 0.558
Total 138372473 80751895 58.3584 80741920 9975 99.9876 0.0124
Whether resolution is Pass or Not. Yes
Disclosure of notes on resolution

Resolution(5)
Resolution required: (Ordinary / Special) Ordinary
agenda/resolution? Whether promoter/promoter group are interested in the No
Description of resolution considered To ratify the remuneration payable to Messrs G N V and Associates, Cost
Accountants, Cost Auditors of the Company for the financial year 2021-22
Category No. of
Mode of
No. of
votes
voting
shares held
polled		 % of Votes polled
on outstanding
shares		 No. of
votes – in
favour		 No. of
votes –
against		 % of votes in
favour on votes
polled		 % of Votes
against on votes
polled
(1) (2) (3)=[(2)/(1)]*100 (4) (5) (6)=
[(4)/(2)]*100		 (7)=
[(5)/(2)]*100
E-Voting 61242079 99.9638 61242079 0 100 0
Poll
Promoter and
Promoter
Group		 Postal Ballot
(if
applicable)		 61264233
Total 61264233 61242079 99.9638 61242079 0 100 0
E-Voting 18951251 76.4668 18951251 0 100 0
Poll
Public
Institutions		 Postal Ballot
(if
applicable)		 24783630
Total 24783630 18951251 76.4668 18951251 0 100 0
E-Voting 543575 1.0389 540543 3032 99.4422 0.5578
Poll 12415 0.0237 12415 0 100 0
Public- Non
Institutions		 Postal Ballot
(if
applicable)		 52324610
Total 52324610 555990 1.0626 552958 3032 99.4547 0.5453
Total 138372473 80749320 58.3565 80746288 3032 99.9962 0.0038
Whether resolution is Pass or Not. Yes
Disclosure of notes on resolution

PARAMESHWAR G. BHAT

B.Com., LLB, ML, MBA, FCS Company Secretary

496/4, II Floor, 10th Cross Near Bashyam Circle, Sadashivanagar, Bangalore - 560 080 Tel: +91 80 23610847 Telefax: +91 80 41231106 e-mail: [email protected] [email protected]

SCRUTINIZER'S REPORT

[Pursuant to Sections 108 & 109 of the Companies Act, 2013 and the Companies (Management & Administration) Rules, 2014]

To

Mr. K. Ajith Kumar Rai Chairman of the 36th Annual General Meeting Suprajit Engineering Limited Plot No.100& 101, Bommasandra Industrial Area, Bengaluru - 560099

Dear Sir,

I, Parameshwar G. Bhat, Company Secretary in Whole-Time Practice (FCS No. 8860, CP No. 11004), having office at # 496/4, 2nd Floor, 10th Cross, Near Bashyam Circle. Sadashivanagar, Bengaluru-560 080, duly appointed as Scrutinizer by Suprajit Engineering Limited ('the Company') for the purpose of scrutinizing the e-voting prior to the AGM ('remote e-voting') and electronic voting ('e-voting) at the 36th Annual General Meeting held on Friday, 3rd September 2021 at 2.30 pm IST held through Video Conferencing ('VC')/Other Audio Visual Means ('OAVM'), pursuant to Sections 108 and 109 of the Companies Act, 2013 (the Act), read with Rules 20 and 21 of the Companies (Management & Administration) Rules, 2014 (the Rules) as amended from time to time and the provisions of Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015(the Listing Regulations), hereby furnish my Report to you.

The notice dated 29th May 2021, as confirmed by the Company was sent to the Shareholders in respect of the below mentioned resolutions passed at the AGM of the Company through electronic mode to those Members whose email addresses are registered with the Company/Depositories, in compliance with the MCA Circular No. 02/2021 dated 13th January, 2021 read with Circular No.14/2020 dated 8th April, 2020, Circular No. 17/2020 dated 13th April, 2020 and Circular No. 20/2020 dated 5th May, 2020 (collectively referred to as "MCA Circulars") and SEBI Circulars dated 12th May, 2020 and 15th January, 2021.

The Management of the Company is responsible to ensure compliance of the requirements of the Companies Act, 2013 and Rules made there under relating to voting through remote e-voting and e-voting at the Annual General Meeting for the

resolutions proposed in the Notice of 36th Annual General Meeting. My responsibility as a Scrutinizer is to ensure that the voting process both through remote e-voting and evoting at the AGM are conducted in a fair and transparent manner and is restricted to make a Scrutinizer's Report for the votes casts in "favour" or "against" the resolutions proposed in the Notice convening the 36thAnnual General Meeting of the Company.

The e-voting facility both for remote e-voting and e-voting at the AGM were provided by Central Depository Services Limited (CDSL).

In terms of the aforesaid Notice and as per the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, the remote e-voting was kept open for Three days from 31st August, 2021 (9.00 A.M. IST) till 2nd September, 2021 (5.00 P.M. IST) and Members were requested to cast their votes electronically conveying their assent or dissent in respect of the resolutions on the e-voting platform.

After declaration of voting by the Chairman, the Shareholders present at the AGM through VC/OAVM voted through e-voting facility at the AGM provided by CDSL at the AGM.

The Members holding Equity Shares as on the "cut-off date" i.e. 27th August, 2021 were entitled to vote on the Resolutions proposed in the Notice calling the 36thAnnual General Meeting.

At the end of the voting period on 2nd September, 2021 (5.00 P.M. IST), the voting portal of CSDL was blocked forthwith.

After the conclusion of e-voting at the AGM, the votes cast under remote e-voting and votes cast through e-voting at the AGM were unblocked on 3rdSeptember, 2021, in presence of Mr. S. R. Ravinand and Mr. Aditya Hegde who acted as witnesses as prescribed under sub-rule 3(xii) of Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and thereafter the votes cast there under were counted.

Thereafter, the details containing inter alia, the list of the members, who voted "for" or "against" each of the resolution that were put to vote, were derived from the report generated from the e-voting portal of CSDL i.e. www.evotingindia.comand based on such reports

  • a. 157(folio wise) members have cast their votes through remote e-voting.
  • b. 3(folio wise) members have cast their votes through e-voting at the Annual General Meeting.

The brief analysis of the results of the remote e-voting and e-voting at the Annual General Meeting are as under:

ORDINARY BUSINESS:

Item No.1: Adoption of Financial Statements for the year ended March 31, 2021 and the Reports of the Board of Directors and Auditors thereon:

Particulars No. of votes contained in
Remote e-voting e-voting at the
AGM		 Total on
votes		 Valid
No of
member
s voted		 No. of
Votes cast
(shares)		 No of
member
s voted		 No. of
Votes
cast
(shares)		 No of
member
s voted		 No. of
Votes cast
(shares)
Assent 154 80739393 2 12365 156 80751758 99.99
Dissent $\overline{2}$ 101 $\Omega$ 0 $\overline{2}$ 101 0.01
Total 156 80739494 $\overline{2}$ 12365 158 80751859 100
Abstained
/ Invalid		 522141 1 50 $\overline{2}$ 522191 NA

Item No. 2: Appointment of Mr. Mohan Srinivasan Nagamangala (holding DIN: 01916468), Director who retires by rotation and being eligible, offers himself for reappointment:

Ordinary Resolution:

Particulars No. of votes contained in Percentage
Remote e-voting e-voting at the
AGM		 Total Valid
on
votes
No of
member
s voted		 No. of
Votes cast
(shares)		 No of
member
s voted		 No. of
Votes
cast
(shares)		 No of
member
s voted		 No. of
Votes cast
(shares)
Assent 148 80719880 $\overline{2}$ 12365 150 80732245 99.99
Dissent 5 727 0 0 5 727 0.01
Total 153 80720607 2 12365 155 80732972 100
Abstained
/ Invalid		 4 541028 50 5 541078 NA

$BhatC$ ameshWa FCS-8860* CP-11004 Bangalore

Item No. 3: Confirmation of payment of Interim Dividend of Re. 0.75 (75%) and declaration of Final Dividend of Re. 1.00(100%) for the financial year 2020-21:

Ordinary Resolution:

Particulars No. of votes contained in Percentage
Remote e-voting e-voting at the
AGM		 Total on
votes		 Valid
No of
member
s voted		 No. of
Votes cast
(shares)		 No of
member
s voted		 No. of
Votes
cast
(shares)		 No of
member
s voted		 No. of
Votes cast
(shares)
Assent 153 80739293 3 12415 156 80751708 99.99
Dissent 3 201 O $\Omega$ 3 201 0.01
Total 156 80739494 3 12415 159 80751909 100
Abstained
/ Invalid		 522141 $\Omega$ $\mathbf{0}$ 522141 NA

SPECIAL BUSINESS:

Item No. 4: Approval for continuation of Directorship of Mr. Muthuswamy Lakshminarayan (DIN: 00064750) as an Independent Director of the Company:

Special Resolution:

Particulars No. of votes contained in Percentage
Remote e-voting e-voting at the
AGM		 Total Valid
on
votes
No of
member
s voted		 No. of
Votes cast
(shares)		 No of
member
s voted		 No. of
Votes
cast
(shares)		 No of
member
s voted		 No. of
Votes cast
(shares)
Assent 145 80729505 3 12415 148 80741920 99.99
Dissent 10 9975 $\mathbf 0$ $\mathbf{O}$ 10 9975 0.01
Total 155 80739480 3 12415 158 80751895 100
Abstained
/ Invalid		 $\overline{2}$ 522155 0 0 $\overline{2}$ 522155 NA

Item No. 5: Ratifying the remuneration payable to Messrs G N V and Associates, Cost Accountants, Cost Auditors of the Company for the financial year 2021-22:

Ordinary Resolution:


Particulars		 No. of votes contained in Percentage
Remote e-voting e-voting at the
AGM		 Total Valid
on
votes
No of
member
s voted		 No. of
Votes cast
(shares)		 No of
member
s voted		 No. of
Votes
cast
(shares)		 No of
member
s voted		 No. of
Votes cast
(shares)
Assent 147 80733873 3 12415 150 80746288 99.99
Dissent 7 3032 $\Omega$ 0 7 3032 0.01
Total 154 80736905 3 12415 157 80749320 100
Abstained
/ Invalid		 3 524730 0 0 3 524730 NA

The vote cast by one Body Corporate/Fund where the resolution/POA is not available has been taken as invalid. Based on the foregoing, the Resolutions No. from 1 to 5 in respect of 36thAnnual General Meeting maybe deemed to have been passed by requisite majority.

All the relevant records relating to remote e-voting and e-voting are under my safe custody and will be handed over to the Chairman or Company Secretary for preserving safely.

ghat* Con

FCS-8860

CP-11004

A esh

Thanking You Yours Sincerely

Parameshwar G.Bhat Company Secretary Membership No.: FCS No.: 8860 CP No.: 11004 UDIN: F008860C000895372

Date: 04.09.2021 Place: Bangalore

Witnesses: S. Relamin
S. R. Ravinand

Aditya Hegde

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