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Tilaknagar Industries Ltd AGM Information 2019
60357_rns_2019-09-24_3803ab27-c338-44c9-b4dd-1f2481fa00ec.pdf
AGM Information
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ONLINE FILING
Ref: TI/NSE/COMP/ 2019-2 0/46
September 24, 2019
To, The Manager (Listing), National Stock Exchange of India Ltd., Exchange Plaza, Plot no. C/ 1, G Block, Bandra - Kurla Complex, Bandra (E), Mumbai - 400 051 · Ph No.: 022 26598235/36 Fax No.:022 26598120/237 /238
Sub: Minutes of the 84th Annual General Meeting Ref: Scrip Code - TI
Dear Sir/Madam,
Please find enclosed herewith copy of the Minutes of the 84th Annu al General Meeting held on Wednesday, September 11, 2019.
Kindly acknowledge the receipt and take the same on your record.
Thanking you,
Yours faithfully,
Corp. Office: Industrial Assurance Building, 3rd Floor, Churchgate, Mumbai, Maharashtra - 400 020, Indio P +91 (22) 2283 1716/18 F +91 (22) 2204 6904 E [email protected]
Regd. Office: P.O. Tilaknagar, Tai. Shmampur, Dist Ahmednagor, Maharashtra - 413 720, Indio P +91 (2422) 265 123 I 265 032 F +91 (2422) 265 135 E [email protected]
MINUTE BOOK PAGE NO. 2, t> g
56 Members were present in person (in cluding authorized representatives in terms of Section 1 13 of the Companies Act, 2013) and 25 Members holding 23,77,593 Equity Shares of the Company (representing 1.90 % of the paid-up equity share capital of the Company) were presen t through proxies.
IN ATTENDANCE:
Mr. Gaurav Tha kur Company Secret ary
Mr. Kishor Parikh, Rep. of M/s. M. M. Parikh & Co. - Statutory Auditors, Mr. Himmat Sharma, Re p. of M/s. Harshil Shah & Company - proposed Statutory Au ditors, Mrs. Ragini Chokshi, Rep. of M/s. Ragini Chokshi & Co. - Secretarial Auditors, Advocate R. T. RajGuroo, Scrutinizer alongwith his assistant, Mr. Pradyumansinh Vala were also present at the 84th Annual General Meeting (AGM).
In accordance with Article 75 of the Articles of Association, Mr. Amit Dahanukar, Chairman & Managing Director of the Company took the Chair. The Chairman welcomed all the Members present a t the AGM and introduced the Board of Directors, Senior Management Team, Statutory Auditors, proposed Statutory Auditors, Secretarial Auditors and Scrutinizer to them.
The Chairman informed the Members present that Dr. Ravindra Bapat, Independent Director and Mr. Satish Chand Mathur, Additional (Non-Executive and Independent) Directo r were not able to attend the Meeting due to their personal commitments.
The Chairman, after ascertaining that the requisite quorum as per Section 103 of the Companies Act, 2013 was present, called the Meeting to order at 10.30 a.m. The quorum was present at the commencement of the Meeting as well as at the time of consideration of each item of business.
The Chairman announced that the documents mentioned in the AGM Notice (iµcluding certificate given by the Statutory Auditors with respec to implementation of the ESOP Schemes of the Company), the Statutory Registers r, quired to be placed
,, - CHAIRMAN'S INITIALS
·'* ..
HELD AT __________ ____ _____ ON-------TIME-------
in the Meeting pursuant to the prov1s1ons of the Companies Act, 2013 along with Reports of the Statutory and Secretarial Auditors were available for inspection by the Members during the continuance of the Meeting.
The Notice convening the Meeting was taken as read with the permission of the Members. At the instruction of the Chairman , Company Secretary read out the observations in the Secretarial and Statutory Auditors' Report along with explanations given by the Board of Directors thereon.
The Chairman informed the Members that during the financial year 2018-19, the Company faced challenges in terms of increase in price of raw materials, delayed payment from the Corporations and non-availability of bank finance resulting in liquidity crunch. Due to which, the Company was unable to meet, in full, the demand of its brands in key profitable States. The Company had been actively exploring the possibilities to arrive at compromise/settlement with the existing lenders and also considering the feasibility of raising additional capital from affiliates or other investors for funding its working capital requirements.
The Chairman apprised the Members that despite the challenges faced by the Company, it had enhanced its position in the existing and new markets, strengthened its presence across broader geographic areas and improved its processes and resource utilization for achieving cost efficiencies du ring the financial year 2018-19. The Company had also adopted new logo and done online promotions through social media to allure the millennials and enhance brand visibility amongst the consumers. The consistent execution of its long-term strategy, enhanced focus on its premium products and brand development along with strengthening of distribution network had helped the Company to build and sustain strong brands and create positive impact on the society.
The Chairman gave the Members the opportunity to share their comments/observations on the performance of the Company. The Members appreciated the initiatives taken by the management for the revival and growth of the Company and pledged their support to the management.
The Chairman thanked the Members for their support and invited Mr. Kishorekumar G. Mhatre, Independent Director and Maj Gen Dilawar Singh(Retd.), Additional (Nonexecutive and Independent) Director of the Company to address the Members present. They thanked all the Members for their continued support to the management during the challenging time faced by the Company in recent years. Maj Gen Dilawar Singh(Retd.) then requested the Chairman to continue the proceedings of the Meeting.
Thereafter, the Chairman informed the Members that in accordance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 20 14, the Company had provided remote e-voting facility through CDSL e-voting platform from Sunday, September 08, 2019 at 10.00 a.m. to Tuesday, September 10, 2019 upto 5.00 p.m. to the Members as on the cut-off date of Wednesday, September 04, 20 l 9 in respect of the business as set out in item nos. 1 to 6 of the AGM Notice dated Au ~st 09, 2019.
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MINUTE BOOK PAGE NO. _3=-'t...::O;___
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ON -------TIME----- -
The Chairman requested the Members who had not exercised their vote through remote e-voting, to cast their votes through Ballot Form once all the resolutions were proposed and seconded and informed them that the Meeting would stand concluded post completion of the poll process.
The Chairman informed the Members that Advocate R. T. RajGuroo was appointed as Scrutinizer by the Board of Directors on August 09, 2019 to scrutinize the voting process (including remote e-voting) in a fair and transparent manner.
The Members were further informed that the consolidated results of voting (remote e-voting and voting at the AGM venue) in respect of all the business as set out in item nos. 1 to 6 of the AGM Notice of the Company would be declared on or before September 13, 2019. The voting results along with the Consolidated Scrutinizer's Report would be submitted to the Stock Exchanges i.e. BSE & NSE within the prescribed timelines and would also be uploaded on the Company's and CDSL's website.
Thereafter, the Chairman conducted the proceedings with respect to the following items of business as per the Notice dated August 09, 2019 convening the 84th AGM except item no. 2 in which he was interested and the same was conducted by Mr. Kishorekumar G. Mhatre:
| No. | Resolution Resolutions | ResolutionType |
|---|---|---|
| ORDINARY BUSINESS | ||
| 1. | receive,consider and adopt theaudited financialTostatements (standalone and consolidated) of the Companyfor the financial year ended March 31, 2019 , Auditors'Report thereon and the Directors' Report | Ordinary |
| 2. | To appoint a Director in place of Mr. Amit Dahanukar(DIN: 00305636), who retires by rotation and bemg eligible,offers himself for re-appointment | Ordinary |
| 3. | To appoint M/s. Harshil Shah &Company, CharteredAccountants (!CAI Firm Registration No. 141179W) as theStatutory Auditors of the Company to fill the casual vacancycaused due to resignation of the existing Statutory Auditorsi.e. M/s. M. M. Parikh & Co., Chartered Accountants (!CAIandtheirFirmRegistration107557W)toNo.fixremuneration | Ordinary |
| SPECIAL BUSINESS | ||
| I4.--- | AppointmentofMajGenDilawarSingh(Retd.)(DIN:-+-:08216047·1asan:::.lnde~:oendentDirec tors::::.ofthe:::::Compa=ntY'----+--------1 | Ordinary |
| 5. | Appointment of Mr. Satish Chand Mathur(DIN: 03641285)as an Independent Director of the Company | Ordinary |
| 6. | Approval of the remuneration payable to the Cost Auditorfor the financial vear 2019-20 | Ordinary |
The Members were apprised of the background and implications of the Ordinary and Special business as set out in item nos. 1 to 6 of the AGM Notice and same were proposed and seconded by the Members present in the Meeting.
1-1 FL[) /\ T ____ --------·----···--·---··-·-------ON _______ TIME-------
The Chairman then requested Advocate R. T. RajGuroo to explain the poll process to the Members and conduct the voting process through Ballot Form.
Advocate R. T. RajGuroo then conducted the poll process in accordance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 . He explained the poll procedure to the Members. The empty Ballot Box was then locked and sealed in the presence of the Members and Ballot Forms were distributed t o the eligible Members and Proxy Holders present.
Advocate R T. RajGuroo requested all the Members and Proxy Holders, present and entitled to vote, to· participate in the poll, by putting the duly completed Ballot Forms in the Ballot Box kept at the AGM venue. After casting of votes by the eligible Members and Proxy Holders present, Advocate R. T. RajGuroo closed the poll and took custody of the Ballot Box.
There being no other business, the Meeting concluded with a vote of thanks to the Chair at 12.05 p.m.
SUMMARY OF THE SCRUTINIZER,S REPORT AND RESULTS OF VOTING:
The consolidated results of the remote e-voting and voting at the AGM venue through poll process on the resolutions as set out in item nos. 1 to 6 of the AGM Notice dated August 09, 2019 as contained in the Consolidated Scrutinizer's Report dated September 12, 20 19 are recorded hereunder as a part of the proceedings of AGM.
A) ORDINARY BUSINESS
ITEM N0.1 - ORDINARY RESOLUTION
To receive, consider and adopt the audited financial statements (standalone and consolidated) of the Company for the financial year ended March 31, 2019, Auditors' Report thereon and the Directors' Report
Proposed by: Mr. Mohan Kamalakar Patil Seconded by: Mr. Dipak Laxman Deshpande
"RESOLVED THAT the audited financial statements of the Company for the financial year ended March 31 , 2019 including the balance sheet as at March 31, 2019 and statement of profit and loss for the financial year ended on that date together with the notes forming part thereof, the cash flow statement for the financial year ended March 31, 2019, statement of changes in equity of the Company alongwith the explanatory notes annexed to or forming part thereof, the audited consolidated financial statements of the Company for the financial year ended March 31, 20 19 and the Statutory Auditors' Report thereon alongwith the Directors' Report as laid before the 84th Annual General Meeting be and are hereby received, approved and adopted."
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CHAIRMA) -J'S INITIALS
HELD AT ___ ___________ _ _ __ ON _______ TIME -------
Mode of Voting: Remote E-voting and Poll Conducted at the AGM venue:
| Particulars | Number of Members whocasted their votes throughremote e-voting and poll | No. of equityshares | |
|---|---|---|---|
| Total Number of votes casted | 89 | 7, 15, 16 ,200 | |
| Less : Invalid No. of votes casted | 0 | 0 | |
| Valid No. of votes casted (Net) | 89 | 7, l 5, 16,200 |
Summary of Remote E-Voting and Poll:
| Promoter/Public | Mode ofVoting | No.ofshares held | No. ofvotespolled | % of Votesoutstandingshares | No. o fPolled on Votes-infavo ur | No. ofVotes -against | % ofVotesinfavouronvotesnolled | % ofVotesagainstonvotespolled |
|---|---|---|---|---|---|---|---|---|
| 2 | 13 Js(12)/ 11)}*100 | 4 | 5 | 16)•[14)/12)}*100 | 17)=[15)/12)}*100 | |||
| Promoterand | E-Voting | 6,85.71,668 | 0 | 0.00 | 0 | 0 | 0.00 | 0.00 |
| PromoterGroup | Poll | 6,80,JJ,387 | 99.22 | 6,80,JJ,387 | 0 | 100.00 | 0.00 | |
| Public-Institutional | E-Voting | 33,807 | 0 | 0.00 | 0 | 0 | 0.00 | 0.00 |
| holders | Poll | 0 | 0.00 | 0 | 0 | 0.00 | 0.00 | |
| Public-Others | E-Voting5.65.28.290 | 13.16.377 | 2.3) | IJ.16, 112 | 265 | 99.98 | 0.02 | |
| Poll | 2 1.66.4) 6 | J.83 | 2 1.66.436 | 0 | 100.00 | 0.00 | ||
| ~-·Total | II | 12,51.JJ.765 | 7,15,16,200I | 57. IS | 7,15.1 5.935I | 265 | 100.00 | 0.00 |
ITEM NO. 2 - ORDINARY RESOLUTION
To appoint a Director in place of Mr. Amit Dahanukar (DIN: 00305636), who retires by rotation and being eligible, offers himself for re-appointment
Proposed by: Mr. C.V. Bijlani Seconded by: Mr. Anil Sitaram Pathare
"RESOLVED THAT pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mr. Amit Dahanukar (DIN: 00305636), who retires by rotation a t the 84th Annual General Meeting and being eligible h a s offered himself for re-appoin tment, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation."
Mode of Voting: Remote E-voting and Poll Conducted at the AGM venue:
,..,
| Particulars | Number of Members whocasted their votes throughremote e-voting and poll | No. of equityshares |
|---|---|---|
| Total Number of votes casted | 89 | 7, 15,16,200 |
| Less : Invalid No. of votes casted | 0 | 0 |
| Valid No. of votes casted (Net) | 89 | 7 ,1 5,1 6,200 |
MINUTE BOOK
PAGE NO. 313
$-$ TIME $-$
HELD AT
Summary of Remote E-Voting and Poll:
| Promoter/Public | Mode ofVoting | No. ofshares held | No. ofvotespolled | % of VotesPolled onoutstandingshares | No. of$Votes - in$favour | No. ofVotes -against | $%$ ofVotesinfavouronvotespolled | $%$ ofVotesagainstonvotespolled |
|---|---|---|---|---|---|---|---|---|
| 1 | $\overline{a}$ | $(3)$ =$[(2)/(1)]^*$100 | 4 | 5 | $(6)=$$[(4)/(2)]^*$100 | $(7)=$$[(5)/(2)]^*$100 | ||
| Promoterand | E-Voting | 6,85,71,668 | $\theta$ | 0.00 | $\theta$ | $\mathbf{0}$ | 0.00 | 0.00 |
| PromoterGroup | Poll | 6,80,33,387 | 99.22 | 6,80,33,387 | $\Omega$ | 100.00 | 0.00 | |
| Public-Institutional | E-Voting | 33,807 | $\mathbf{0}$ | 0.00 | $\mathbf{0}$ | $\theta$ | 0.00 | 0.00 |
| holders | Poll | $\theta$ | 0.00 | $\theta$ | $\Omega$ | 0.00 | 0.00 | |
| Public-Others | E-Voting | 5,65,28,290 | 13,16,377 | 2.33 | 13,16,112 | 265 | 99.98 | 0.02 |
| Poll | 21,66,436 | 3.83 | 21,66,436 | $\Omega$ | 100.00 | 0.00 | ||
| Total | 12,51,33,765 | 7,15,16,200 | 57.15 | 7,15,15,935 | 265 | 100.00 | 0.00 |
$ON$
ITEM NO. 3 - ORDINARY RESOLUTION
To appoint M/s. Harshil Shah & Company, Chartered Accountants (ICAI Firm Registration No. 141179W) as the Statutory Auditors of the Company to fill the casual vacancy caused due to resignation of the existing Statutory Auditors i.e. M/s. M. M. Parikh & Co., Chartered Accountants (ICAI Firm Registration No. 107557W) and to fix their remuneration
Proposed by: Mr. Keshav Appasaheb Dhaygude Seconded by: Mr. Bapurao Dagaji Chavan
"RESOLVED THAT pursuant to the provisions of Sections 139, 142 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification or re-enactment thereof, for the time being in force), M/s. Harshil Shah & Company, Chartered Accountants (ICAI Firm Registration No. 141179W) be and are hereby appointed as the Statutory Auditors of the Company to fill the casual vacancy caused due to resignation of the existing Statutory Auditors i.e. M/s. M. M. Parikh & Co., Chartered Accountants (ICAI Firm Registration No. 107557W) to hold office from the conclusion of the 84th Annual General Meeting until the conclusion of the 89th Annual General Meeting at a remuneration of Rs. 11,00,000/- (Rupees Eleven Lacs Only) per annum plus tax as applicable and re-imbursement of out of pocket expenses as may be incurred by them for conducting the Statutory Audit."
Mode of Voting: Remote E-voting and Poll Conducted at the AGM venue:
| Particulars | Number of Members whocasted their votes throughremote e-voting and poll | No. of equityshares |
|---|---|---|
| Total Number of votes casted | 89 | 7.15,16,200 |
| Less: Invalid No. of votes casted | ||
| Valid No. of votes casted (Net) | 89 | 7.15,16,200 |
CHAIRMAN'S INITIALS
M!N U l r. JjUUl.
HELD AT ___________________ ON------- TIME -------
Summary of Remote E-Voting and Poll:
| Promoter/Public | Mode ofVoting | No. ofshares held | No. ofvotespolled | % of Votesoutstandingshares | No. ofPolled on Votes- infavour | No. ofVotes -against | % ofVotesinfavo uronvote anolled | % orVotesagainstonvotespolled |
|---|---|---|---|---|---|---|---|---|
| 2 | (3)a[(2)/(1)]*100 | 4 | 5 | (6)=((41/(2))*100 | (7)=((5)/(2})*100 | |||
| Promoterand | E-Voting | 6,85,7 1,668 | 0 | 0.00 | 0 | 0 | 0.00 | 0.00 |
| ~Promoter | Poll | 6,80,33.387 | 99.22 | 6.80,33,387 | 0 | 100.00 | 0.00 | |
| Public-Institutional | E-Voting | 33,807 | 0 | 0.00 | 0 | 0 | 0.00 | 0.00 |
| holders | Poll | 0 | 0.00 | 0 | 0 | 0.00 | 0.00 | |
| Public-Others | E-Voting | 5.65.28.290 | I 3.16,377 | 2.33 | 13,16,107 | 270 | 99.98 | 0.02 |
| Poll | 21.66,436 | 383 | 21,66.436 | 0 | 100.00 | 0.00 | ||
| Total | 12,51,33,765 | 7,15, 16,200 | 57.15 | 7,15,15,930 | 270 | 100.00 | 0.00 |
B) SPECIAL BUSINESS
I
ITEM NO. 4 - ORDINARY RESOLUTION
Appointment of Maj Gen Dilawar Singh (Retd.)(DIN: 08216047) as an Independent Director of the Company
Proposed by: Mr. Mohan Kamalakar Patil Seconded by: Mr. Ashok Bhikaji Tribhuvan
"RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5 ("the Listing Regulations")(including any statutory modification or re-enactment thereof, for the time being in force), Maj Gen Dilawar Singh(Retd.)(DIN: 08216047), who was appointed as an Additional Director (Non-Executive and Independent) of the Company by the Board of Directors with effect from October 3 1, 2018 in terms of Section 161(1) of the Companies Act, 201 3 and who holds office up to the date of the 841h Annual General Meeting and in respect of whom the Company has received a notice in writing from a Member proposing his candidature for the office of the Director under Section 160 of the Companies Act, 2013, be and is hereby appointed as an Independent Director of the Company for a period of S(Five) consecutive years commencing from October 31, 2018 and expiring on October 30, 2023 (both days inclusive), not liable to retire by rotation."
Mode of Voting: Remote E-voting and Poll Conducted a t the AGM venue:
| Particulars | Number of Members whocasted their votes t hroughremote e-voting and poll | No. of equityshares |
|---|---|---|
| Total Number of votes casted | 89 | 7,15,16,200 |
| Less : Invalid No. of votes casted | 0 | 0 |
| Valid No. of votes casted (Net) | 89 | 7,15,16,200 |
| L |
.7
MINUTE BOOK PAGE NO. -3~S"~
HELD AT ON TIME
Summary of Remote E-Voting and Poll:
| Promoter/Public | Mode ofVoting | No.ofshares held | No.ofvotespolled | % ofVoteaoutstandJngshare a | No. ofPolled on Votea -Infavour | No. ofVotes -against | % ofVotesInfavouronvotespolled | % ofVotesagainstonvote apolled |
|---|---|---|---|---|---|---|---|---|
| I | l | 2 | (3)•[(2)/(1))*100 | 4 | 5 | (6)•((4)/(2)]•100 | (7)•[(5)/(21)*100 | |
| Promoter andPromoter | E-Voting | 6.85.7 1.668 | 0 | 0.00 | 0 | 0 | 0.00 | 0.00 |
| Group | Poll | 6.80.33.387 | 99.22 | 6.80.33,387 | 0 | 100.00 | 0.00 | |
| Public-Institutional | --·-E-Voting | 33.807 | 0 | 0.00 | 0 | 0 | 0.00 | 0.00 |
| holders | Poll | 0 | 000 | 0 | 0 | 0.00 | 0.00 | |
| Public-Others | E-Voting | 5.65.28.290 | I 3.16.3 77 | 2 J3 | 13.16.372 | 5 | 100.00 | 0.00 |
| Poll | 21.66.436 | H3 | 21.66.436 | 0 | 100.00 I | 0.00 | ||
| ~-- | 12.51,33.765 | 7,15.16,200 | 57.15 | 7,15,16,195 | s | 100.00 | 0.00 |
ITEM NO. 5 - ORDINARY RESOLUTION
Appointment of Mr. Satish Chand Mathur(DIN: 03641285) as an Independent Director of the Company
Proposed by: Mr. C. V. Bijlani Seconded by: Mr. Pramod Chhaburao Maghade
~ CHAIRMA1'i'S INITIALS ,
"RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations")(including any statutory modification or re-enactment thereof, for the time being in force), Mr. Satish Chand Mathur(DIN: 03641285), who was appointed as an Additional Director (Non-Executive and Independent) of the Company by the Board of Directors with effect from October 31, 2018 in terms of Section 161(1) of the Companies Act, 2013 and who holds office up to the date of the 841h Annual General Meeting and in respect of whom the Company has received a notice in writing from a Member proposing his candidature for the office of the Director under Section 160 of the Companies Act, 2013, be and is hereby appointed as an Independent Director of the Company for a period of S(Five) consecutive years commencing from October 31, 2018 and expiring on October 30, 2023 (both days inclusive), not liable to retire by rotation."
Mode of Voting: Remote E-voting and Poll Conducted at the AGM venue:
| Particulars | Number of Members whocasted their votes throughremote e-voting and poll | No . of equityshares |
|---|---|---|
| Total Number of votes casted | 89 | 7,15,16,200 |
| Less : Invalid No. of votes casted | 0 | 0 |
| Valid No. of votes casted (Net) | 89 | 7,15,16,200 |
0: -
MINUTE BOOK PAGE NO. 31~
H ELD AT ____________ _ _ ______ ON _______ TIME-------
Summary of Remote E-Voting and Poll:
| Promoter/Public | Mode ofVoting | No. ofshares he ld | No. ofvotespolled | % of Votesoutstandingshare a | No. ofPolled on Votes - infavour | No. ofVotes -against | % ofVotes infavour o nvote aDolled | % ofVotesagainston votespolled |
|---|---|---|---|---|---|---|---|---|
| 12(3)•[(2)/(1)]*100 | 4 | 5 | (6)•((4)/(2)]*100 | (7)=((5)/ (2)]*100 | ||||
| Prom otera nd | E-Voting | 6,85. 71,668 | 0 | 0.00 | 0 | 0 | 0.00 | 0.00 |
| P romoterGrouL | Poll | 6,80.33.387 | 99.22 | 6,80,33.387 | 0 | 100.00 | 0.00 | |
| Public-Institu tion | E-Votmg | 33807 | 0 | 0.00 | 0I | 0 | 0.00 | 0.00 |
| a l h olders | Poll | 0 | 0.00 | 0 I | 0 | 0.00 | 0.00 | |
| Public-Others | E-Voting | 5.65.28.290 | 13,16.377 | 2.33 | 13,16.372 | 5 | 100.00 | 0.00 |
| Poll | 21,66.436 | 3.83 | 2 1.66,436 | 0 | 100.00 | 0.00 | ||
| Total | 12,51,33,765 | 7,15,16,200 | 57.15 | 7,15,16,195 | 5 | 100.00 | o.oo | |
ITEM NO. 6 - ORDINARY RESOLUTION
Approval of the remuneration payable to the Cost Auditor for the financial year 2 019-20
Propos ed by: Mr. Keshav Appasaheb Dhaygude Seconded by: Mr. Vilas Namdeo Maghade
"RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification or re-enactment thereof, for the time being in force), CMA Dr. Netra Shashikant Apte having Membership No. 1 1865 and Firm Registration No. 102229 appointed as Cost Auditor, by the Board of Directors based on the recommendation of the Audit Committee, for conducting the audit of cost accounting records maintained by the Company relating to manufacturing of the products covered under the Companies (Cost Records and Audit) Rules, 2014 (including any statutory modification or re-enactment thereof, for the time being in force) be paid a remuneration of Rs. 1,50,000 /- (Rupees One Lac Fifty Thousand Only) plus tax as applicable and re-imbursement of out of pocket expenses as may be incurred by the Cost Auditor for conducting the Cost Audit for the financial year 2019-20;
RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to the above mentioned resolution."
Mode of Voting: Remote E-voting a n d Poll Conducted at the AGM venue:
| Part iculars | Number of Members whocasted their votes throughremote e-voting and poll | No. of equityshares |
|---|---|---|
| Tot a l Number of votes caste d | 89 | 7,15,16,200 |
| Less : Inva lid No. of vot e s casted | 0 | 0 |
| Valid No. of vo tes casted (Net) | 89 | 7,15,16,200 |
| I | ||
MINUTE BOOK
$TIME$
HELD AT_
Summary of Remote E-Voting and Poll:
| Mode ofPromoter/VotingPublic | No. ofshares held | No. ofvotespolled | % of VotesPolled onoutstandingshares | No. of$Votes - in$favour | No. ofVotes -against | $%$ ofVotes infavour onvotespolled | $%$ ofVotesagainston votespolled | |
|---|---|---|---|---|---|---|---|---|
| 1 | $\overline{2}$ | $(3) =$$[(2)/(1)]^*$100 | 4 | 5 | $(6)=$$[(4)/(2)]^{*}$100 | $(7)$ =$[(5)/(2)]^*$100 | ||
| Promoterand | E Voting | 6,85,71,668 | $\theta$ | 0.00 | $\theta$ | $\theta$ | 0.00 | 0.00 |
| PromoterGroup | Poll | 6,80,33,387 | 99.22 | 6,80,33,387 | $\theta$ | 100.00 | 0.00 | |
| Public-Institutio | E-Voting | 33,807 | $\overline{0}$ | 0.00 | $\theta$ | 0 | 0.00 | 0.00 |
| nalholders | Poll | $\theta$ | 0.00 | $\theta$ | $\Omega$ | 0.00 | 0.00 | |
| Public-Others | E-Voting | 5,65,28,290 | 13,16,377 | 2.33 | 13, 16, 107 | 270 | 99.98 | 0.02 |
| Poll | 21,66,436 | 3.83 | 21,66,436 | $\theta$ | 100.00 | 0.00 | ||
| Total | 12,51,33,765 | 7,15,16,200 | 57.15 | 7,15,15,930 | 270 | 100.00 | 0.00 |
$-ON$
Notes:
IIV · LINIBAXY
The votes polled does not include invalid votes. $1.$
$\overline{2}$ . All the abovementioned Resolutions have been passed with requisite majority on September 11, 2019 i.e. the date of the Annual General Meeting.
The Chairman, on the basis of the Consolidated Scrutinizer's Report, declared on September 12, 2019 that all the Resolutions as set out in item nos. 1 to 6 of the AGM Notice dated August 09, 2019 had been duly passed by requisite majority on September 11, 2019 i.e. date of Annual General Meeting of the Company.
The voting results alongwith the Consolidated Scrutinizer's Report were submitted to the Stock Exchanges i.e. BSE & NSE within the prescribed timelines and were also uploaded on the Company's and CDSL's website.
Date of Entry: September 23, 2019
AndalamentsCHAIRMANSeptember 24,2019