capitalindia · implications were briefed by mr. rachit malhotra: ordinary business 1. adoption of:...

September 27, 2019

Ref No.: CIFL/BSE-33/2019-20

To,

Manager - Listing,

BSE Limited,

Phiroze Jeejeebhoy Towers,

Dalal Street, Mumbai- 400001

CAPITALINDIA Rediscover Business

Ref.:- Scrip Code - BSE - 530879

Subject: Intimation in compliance with the Securities Exchange Board of India {Listing Obligation and

Disclosure Requirements) Regulations. 2015 {"SEBI LODR") Outcome & Proceedings of

the 25th Annual General Meeting of Capital India Finance Limited

Dear Sir/Madam,

We wish to inform that the 25th Annual General Meeting (" AGM or meeting") of the members of

Capital India Finance Limited ("Company"), was held today at 09:00 A.M. at " Magnolia" Habitat World,

at India Habitat Centre, Lodhi Road, New Delhi - 110003. The meeting was concluded at 09:35 A.M.

In regard to the aforesaid meeting, we are enclosing herewith:

a) a summary of the proceedings of the AGM of the Company in compliance Regulation 30 of

the SEBI LODR read with circular vide no. CIR/CFD/CMD/4/2015 dated September 9, 2015

issued by the Securities and Exchange Board of India ("SEBI ") as "Annexure - A";

b) Voting Results in compliance with the Regulation 44 of the SEBI LODR read with circular vide

no. CIR/CFD/CMD/8/2015 dated November 4, 2015 issued by SEBI as "Annexure - B"; and

c) Consolidated Scrutinizer's Report pursuant to the provisions of Section 108 of the Companies

Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014

dated September 27, 2019 on remote e-voting and voting through polling paper issued by

M/s Arun Gupta & Associates, Company Secretaries as "Annexure - C".

The aforesaid information can also be accessed from the website of the Company at

www.capitalindia.com.

Kindly take the aforesaid information on record and oblige.

Thanking you,

Encl: As above

Corporate office

A-1402, One Bkc, 14th Floor,

G - Block, Bandra Kurla Complex,

Bandra (East) Mumbai,

Maharashtra- 400051

P : +91 22 4503 6000

E : [email protected]

CIN No: L74899DL1994PLC128577

Register ed Offi ce :

2nd Floor, DLF Centre,

Sansad Marg,

New Delhi - 110001

P : +91 11 4954 6000

W : www.capitalindia.com

( Capital India Finance Ltd - Formerly known as Bhilwara Tex-Fin Ltd )

1


Annexure-A

Summary of the Proceedings of the 251h Annual General Meeting ("AG M ") of the Members of Capital India Finance Limited ("Company").

Day: Friday

Date: September 27, 2019 Time: Commenced at 9:00 A.M. and Concluded at 09:35 A.M.

Venue: "Magnolia" Habitat World, at India Habitat Centre, Lodhi Road, New Delhi-110003

PRESENT:

Directors

1. Mr. Vinod Somani, Chairman & Independent Director2. Mr. Yogendra Pal Singh, Independent Director3. Mr. Keshav Porwal, Managing Director

4. Mr. Amit Sahai Kulshreshtha, Executive Director & Chief Executive Officer5. Mr. Vineet Kumar Saxena, Non-Executive Director

Invitees

1. Mr. Abhishek Lakhotia representative of M/s Deloitte Haskins & Sells LLP, Chartered

Accountants, Statutory Auditors of the Company2. Mr. Arun Kumar Gupta, representative of M/s Arun Gupta & Associates, Company

Secretaries in the capacity of Scrutinizer

In Attendance

1. Mr. Rachit Malhotra, Company Secretary & Compliance Officer

Members

In Person (including authorised representatives)

Through Proxy

50 (including authorised representative) representing 21,27,006 equity shares (2.74% of the total paid-up capital of the Company)

Nil

Mr. Vinod Somani, Independent Director (being Chairman of the Board) chaired the meeting.

Mr. Rachit Malhotra, Company Secretary & Compliance Officer extended a warm welcome to

the Directors, Officers, Members and others present in the meeting. He then introduced the Directors sitting on the dais.

He informed that:

a) Ms. Shraddha Suresh Kamat, Woman Non-Executive Director could not attend themeeting due to her pre-occupation;

b) M/s Naveen Garg & Associates, Company Secretaries, Secretarial Auditors could notattend the meeting due to their pre-occupation;

Corporate office :


G Block, Bandra Kurla Complex,

Bandra (East) Mumbai,

Maha1·ashtra- 400051

P : +91 22 4503 6000


CIN No: L74899DL 1994PLC128577

Registered Offi ce :

2nd Floor, DLF CentI·e,

Sansad Marg,

New Delhi 110001

P : +9'1 11 4954 6000

W: www.capitalinclia.corn

( Capital India Finance Ltd Formerly known as Bhilwara Tex-Fin Ltd)

2


c) Mr. Vinod Somani, Chairman of Audit Committee, Nomination & RemunerationCommittee and Stakeholders Relationship Committee is attending the meeting and is

available for addressing the queries of members of the Company; and

d) the Statutory Registers, Proxy Registers and other documents are made available for

inspection by the members.

With the permission of the Chairman, Mr. Rachit Malhotra confirmed the presence of requisite

quorum and called the meeting to order.

He thanked the members for their continued support and trust they have shown in the Company

and continued with the proceedings of the meeting.

He informed that the Notice convening the AGM and Annual Report for the financial year 2018-19 were sent to all the members and to those entitled, through e-mail and through registered

post on August 31, 2019. Pursuant to the provisions of the Companies Act, 2013 and rules made

thereunder read with the Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015, the Company has provided remote e-voting facility

to the members of the Compariy to cast their vote electronically on all the resolution specified in

the Notice convening the AGM. The remote e-voting commenced on September 24, 2019 at

09:00 AM. and ended on September 26, 2019 at 05:00 P.M.

He further informed that the Company had engaged Karvy Fintech Private Limited (formerly known as KCPL Advisory Services Private Limited) as authorised agency to provide remote e

voting facility.

Upon request by the Company Secretary, Mr. Neeraj Toshniwal, Chief Financial Officer read out

the Auditors' Report(s) and informed the members that the reports did not contain any

qualification, observation or comment on any financial transactions or matters which have any

adverse effect on the functioning of the Company.

Mr. Rachit .Malhotra informed that the Secretarial Auditor's Report for the financial year 2018-19

did not contain any qualification, observation or comment on any matters which have any adverse

effect on the functioning of the Company.

With the consent of members present, Notice convening the AGM together with Audited

Financial Statements (both on standalone and consolidated basis) for the financial year 2018-19,

Auditors' Reports and Boards' Report were taken as read.

Thereafter, the following business items as set out in the Notice convening the AGM and their

implications were briefed by Mr. Rachit Malhotra:

Ordinary Business

1. Adoption of:

a) the audited standalone financial statements of the Company for the financial year ended

on March 31, 2019, including the audited Balance Sheet as at March 31, 2019, the

Statement of Profit and Loss and Cash Flow Statement for the financial year ended on

that date and the reports of the Board of the Directors and the Auditors thereon; and

Corporate office :


G - Block, Bandra l<urla Complex,

Bandra (East) Mun1bai,

Maharashtra- 400051

P : +91 22 45036000


CIN No: L74899DL1994PLC128577

Registered Offi ce :


Sansad Marg,

New Delhi 110001

P : +91 11 4954 6000

W: www.capitalindia.com

( Capital India Finance Ltd Formerly known as Bhilwara Tex-Fin Ltd)

3

ii


b) the audited consolidated financial statements of the Company for the financial year

ended on March 31, 2019, including the audited Balance Sheet as at March 31, 2019,

the Statement of Profit and Loss and Cash Flow Statement for the financial year ended

on that date and the report of the Auditors thereon.

2. Declaration of dividend on equity shares of the Company for the financial year ended on

March 31, 2019 at the rate of Rs. 0.40/- (Forty Paisa only) per equity share;

3. Re-appointment of Mr. Amit Sahai Kulshreshtha (DIN: 07869849), who retires by rotation,

and being eligible, offers himself for re-appointment as a Director;

Special Business

4. Appointment of Mr. Yogendra Pal Singh as an Independent Director of the Company;

5. Revision in the remuneration of Mr. Keshav Porwal, Managing Director of the Company;

6. Revision in the remuneration of Mr. Amit Sahai Kulshreshtha, Executive Director & Chief

Executive Officer of the Company;

7. Issue of non-convertible debentures and other debt securities for an amount not exceeding

Rs. 10,00,00,00,000/- (Rupees One Thousand Crores only); and

8. Issuance of securities for an aggregate amount of Rs. 500,00,00,000/- (Rupees Five

Hundred Crores only) or its equivalent thereof.

He informed the members that M/s Arun Gupta & Associates, Company Secretaries were

appointed as the scrutinizer (" Scrutinizer") for the purpose of scrutinizing the votes casted

(through remote e-voting and polling papers) in a fair and transparent manner.

It was informed that the members present, either in person or through proxy, and who did not

cast their vote by remote e-voting, may cast their vote at the meeting through polling paper on

the resolutions set out therein and put the same in the Ballot Box.

He then informed that the Scrutinizer shall consider the votes cast through remote e

voting/polling papers and then prepare the consolidated report of voting on all the resolutions and

submit the same to the Chairman.

The Chairman authorised Mr. Rachit Malhotra, Company Secretary & Compliance Officer to

receive the Scrutinizer's Report and announce the result of the voting.

With the permission of the Chairman, Mr. Rachit Malhotra concluded the meeting at 09:35 A.M.

and Mr. Keshav Porwal, Managing Director gave a vote of thanks to the Chair, Members,

Directors and Officers for attending the AGM.

Corporate office :


G - Block, Sandra Kurla Complex,

Ba11d1'a (East) Mumbai,

Maharashtra- 400051

P : +91 22 4503 6000

E : info@capi talindia.com

CIN No: L74899DL1994PLC128577

Registered Office :

2nd Floor, DLF Cenlre,

Sansad Marg,

New Delhi 110001

P : +91 11 4954 6000

W: www.capitalindia.com

( Capital India Finance Ltd Fom1erly known as Bhilwara Tex-rein Ltd)

4


DECLARATION OF VOTING RESULTS OF REMOTE E-VOTING AND VOTING THROUGH POLLING PAPERS AT 251H ANNUAL GENERAL MEETING ("AGM") OF THE MEMBERS OF CAPITAL INDIA FINANCE LIMITED HELD ON FRIDAY, SEPTEMBER 27, 2019 AT 9.00 A.M. AT "MAGNOLIA" HABITAT WORLD, AT INDIA HABITAT CENTRE, LODHI ROAD, NEW DELHl-110003 PURSUANT TO REGULATION 44 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENT) REGULATIONS, 2015

SI. Particulars Description No

a Date of AGM Friday, September 27, 2019 b Total Number of shareholders on record date 667

i.e. September 20, 2019

C No of shareholders present in the meeting either in person or through proxy:

Promoters and Promoters Group: -

Public: 50 (Fifty) (including 1 (one) authorised representative) representing 21,27,006 equity shares (2.74% of the total paid-up capital of the Company)

d No. of shareholders attended the meeting �ideo conferencing facility was not provided. through Video conferencing:

Promoters and Promoters Group:

Public:

SUMMARY OF RESOLUTIONS PASSED AT THE AGM

S. No. Resolution

1 To consider and adopt a) the audited standalone financial statements of the

Company for the financial year ended on March 31,2019, including the audited Balance Sheet as atMarch 31, 2019, the Statement of Profit and Lossand Cash Flow Statement for the financial yearended on that date and the reports of the Board ofthe Directors and the Auditors thereon;

b) the audited consolidated financial statements of theCompany for the financial year ended on March 31,2019, including the audited Balance Sheet as atMarch 31, 2019, the Statement of Profit and Lossand Cash Flow Statement for the financial yearended on that date and the report of the Auditorsthereon.

Corporate office :

A-1402, One Bkc, 14th Flom,

Registe1·ed Offi ce


Sansad Marg, G - Block, Sandra Kurla Complex,

Sandra (East) Mumbai,

Maharashtra- 400051

P : +91 22 4503 6000


CIN No: L74899DL 1994PLC128577

New Delhi 1·10001

P : +91 11 49S4 6000

W : www.capitalindia.com

( Capital India Finance Ltd Formerly known as Bhilvva1-a Tex-Fin Ltd)

Ordinary/ Special

Resolution

Ordinary

Mode of Voting

Remote E-Voting and Poll at AGM

Annexure - B

5

2 To declare dividend on equity shares of the Company for Ordinary Remote E-Voting

the financial year ended on March 31, 2019. and Poll at AGM

3 To re-appoint Mr. Amit Sahai Kulshreshtha Ordinary Remote E-Voting (DIN:07869849), who retires by rotation, and being and Poll at AGM

eligible, offers himself for re-appointment as a Director.

4 To consider and approve the appointment of Mr. Ordinary Remote E-Voting

Yogendra Pal Singh as an Independent Director of the and Poll at AGM

Company.

5 To consider and approve the revision in the remuneration Special Remote E-Voting of Mr. Keshav Porwal, Managing Director of the and Poll at AGM Company.

6 To consider and approve the revision in the remuneration Special Remote E-Voting

of Mr. Amit Sahai Kulshreshtha, Executive Director & and Poll at AGM

Chief Executive Officer of the Company.

7 To consider and approve the issue of non-convertible Special Remote E-Voting

debentures and other debt securities for an amount not and Poll at AGM

exceeding Rs.10,00,00,00,000/- (Rupees One Thousand

Crores only).

8 To consider and approve issuance of securities for an Special Remote E-Voting

aggregate amount not exceeding Rs.500,00,00,000/- and Poll at AGM

(Rupees Five Hundred Crore Only) or its equivalent

thereof.

6

AGENDA WISE VOTING RESULT

Agenda No. 1: To consider and adopt: a) the audited standalone financial statements of the Company for the financial year ended on March 31, 2019, including the audited Balance Sheet as

at March 31, 2019, the Statement of Profit and Loss and Cash Flow Statement for the financial year ended on that date and the reports of the Board of the Directors and the Auditors thereon;

b) the audited consolidated financial statements of the Company for the financial year ended on March 31, 2019, including the audited Balance Sheetas at March 31, 2019, the Statement of Profit and Loss and Cash Flow Statement for the financial year ended on that date and the report of the Auditors thereon.

Resolution required Ordinary Resolution

Whether Promoter/Promoter I No group are interested in the agenda/resolution?

Category

Promoter and Promoter Group

Public- Institutions

Public- Non Institutions

Mode of Voting

E-VotingPoll Postal Ballot (if applicable) Total E-VotingPoll Postal Ballot (if a2_plicable) Total

No. of I No. of votes shares held polled

(1) (2)

56775720 56775720 0

0

56775720 56775720

0 0

0 0

0 0

E-Voting I 20958540 18399799 PollPostal Ballot (if a2_plicable) Total I 20958540

101 0

18399900

% of Votes Polled on

outstanding shares

(3)=[(2)/(1 )]* 100 100.00

0.00 0.00

100.00

0.00 0.00 0.00

0.00

87.79 0.00 0.00

87.79

No. of No. of % of Votes in % of Votes Votes - in Votes - favour on votes against on

favour against polled votes polled (6)=[(4)/(2)]* 100 (7)=[(5)/(2)]*100

(4) (5)56775720 0 100.00 0.00

0 0 0.00 0.00 0 0 0.00 0.00

56775720 0 100.00 0.00

0 0 0.00 0.00 0 0 0.00 0.00 0 0 0.00 0.00

0 0 0.00 0.00

18399799 0 100.00 0.00 101 0 0.00 0.00

0 0 0.00 0.00

18399900 0 100.00

7

Agenda No. 2: To declare dividend on equity shares of the Company for the financial year ended on March 31, 2019

Resolution required

Whether promoter/Promoter group are interested in the agenda/resolution? Category




Ordinary Resolution

No

I Mode of Voting

I E-Voting I Poll

Postal Ballot (if applicable) Total

I E-Voting Poll Postal Ballot (if applicable)

1 Total

I E-Voting Poll Postal Ballot (if applicable) Total

I No. of I No. of votes Ishares held polled

(1) I (2) I

56775720 56775720 0 0

56775720 56775720 0 0

0 0

0 20958540 18399799

101 0

I 20958540 I 18399900 I

% of Votes No. of No. of Polled on Votes - in Votes-

outstanding favour against shares

(3)=[(2)/(1 )]* 100 (4) (5)100.00 56775720

0.00 0 0.00 0

100.00 56775720 0.00 0 0.00 0 0.00 0

0.00 0 87.79 18399799

0.00 101 0.00 0

87 .79 I 18399900 I

% of Votes in % of Votes favour on votes against on

polled votes polled (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100

0 100.00 0.00 0 0.00 0.00 0 0.00 0.00

0 100.00 0.00 0 0.00 0.00 0 0.00 0.00 0 0.00 0.00

0 0.00 0.00 0 100.00 0.00 0 0.00 0.00 0 0.00 0.00

al 100.001��0.00

8

Agenda No. 3: To re-appoint Mr. Amit Sahai Kulshreshtha (DIN:07869849), who retires by rotation, and being eligible, offers himself for re-appointment as a Director

Resolution required

Whether Promoter/Promoter group are interested in the agenda/resolution?

Category




Ordinary Resolution

No

I

I Mode of Voting

J E-VotingI Poll




I No. of I No. of votes Ishares held polled

(1) I (2) I56775720 56775720

0 0

% of Votes Polled on

outstanding shares

(3)=[(2)/(1 )]* 100 100.00

0.00 0.00

-56775720 -56775720 �-�100.00-0 0 0.00

0 0.00 0 0.00

No. of Votes-in

favour

(4) 56775720

0 0

56775720-0 0 0

No. of Votes-against

(5) 0 0 0

----

0 0 0 0

% of Votes in % of Votes favour on votes against on

polled votes polled (6)=[(4)/(2)]* 100 (7)=[(5)/(2)]*100

100.00 0.00 0.00

� - - 100--:0o -� 0.00 0.00 0.00

- - -

0.00 0.00 0.00

0.00 0.00 0.00 0.00

- � -· -- -- �---�--· -·----�------ -�---- --- - -

0 0.00 0 0 0.00 0.00 20958540 18399799 87.79 18399799 0 100.00 0.00

101 0.00 101 0 0.00 0.00 0 0.00 0 0 0.00 0.00

I 20958540 I 18399900 I 87 .79 I 18399900 I ol 100.00 r--o.oo

9

Agenda No. 4: To consider and approve the appointment of Mr. Yogendra Pal Singh as an Independent Director of the Company.

Resolution required


Category




Ordinary Resolution

No

I Mode of Voting

J E-VotingI Poll


I E-VotingPollPostal Ballot (if applicable) Total


I No. of I No. of votes I shares held polled

(1) I (2) I56775720 56775720

0 0

56775720 56775720 0 0

0 0

0 20958540 18399799

101 0

I 20958540 I 18399900 I

% of Votes No. of No. of % of Votes in Polled on Votes-in Votes- favour on votes

outstanding favour against polled shares (6)=[(4)/(2)]*100

(3)=[(2)/(1)] * 100 (4) (5)100.00 56775720 0 100.00

0.00 0 0 0.00 0.00 0 0 0.00

100.00 56775720 0 100.00 0.00 0 0 0.00 0.00 0 0 0.00 0.00 0 0 0.00

0.00 0 0 0.00 87.79 18399799 0 100.00

0.00 101 0 0.00 0.00 0 0 0.00

87 .79 I 18399900 I OI 100.00 I

% of Votes against on

votes polled (7)=[(5)/(2)]*100

0.00 0.00 0.00

0.00 0.00 0.00 0.00

0.00 0.00 0.00 0.00

0.00

10

Agenda No. 5: To consider and approve the revision in the remuneration of Mr. Keshav Porwal, Managing Director of the Company

Resolution required


Category




Special Resolution

No

I Mode of Voting

I E-Voting I Poll




I No. of I No. of votes

I shares held polled

(1) I (2) I

56775720 56775720 0 0

56775720 56775720 0 0

0 0

0 20958540 18399799

101 0

I 20953540 , 13399900 I

% of Votes No. of Polled on Votes-in

outstanding favour shares

(3)=[(2)/(1 )]* 100 (4) 100.00 56775720

0.00 0 0.00 0

100.00 56775720 0.00 0 0.00 0 0.00 0

0.00 0 87.79 18399799

0.00 101 0.00 0

87.79 I 13399900 I

No. of % of Votes in Votes- favour on votes against polled

{6)=[(4)/(2)]*100 (5)

0 100.00 0 0.00 0 0.00

0 100.00 0 0.00 0 0.00 0 0.00

0 0.00 0 100.00 0 0.00 0 0.00

% of Votes against on

votes polled (7)=[(5)/(2)]*100

0.00 0.00 0.00

0.00 0.00 0.00 0.00

-·--·· - -··-

0.00 0.00 0.00 0.00

oT��100.001----

- -

0.00

11

Agenda No. 6: To consider and approve the revision in the remuneration of Mr. Amit Sahai Kulshreshtha, Executive Director & Chief Executive Officer of the Company

Resolution required


Category




Special Resolution

No

I Mode of Voting

J E-Voting

I Poll

Postal Ballot (if applicable)

Total

I E-Voting

Poll


I E-Voting

Poll

Postal Ballot(if applicable)Total

I No. of I No. of votes I shares held polled

(1) I (2) I56775720 56775720

0

0

56775720 56775720

0 0

0

0

0

20958540 18399799

101

0

I 20958540 I 18399900 I

% of Votes No. of No. of % of Votes in % of Votes Polled on Votes-in Votes- favour on votes against on

outstanding favour against polled votes polled shares (6)=[(4)/(2)]* 100 (7)=[(5)/(2)]*100

(3)=[(2)/(1 )]* 100 (4) (5)100.00 56775720 0 100.00 0.00

0.00 0 0 0.00 0.00

0.00 0 0 0.00 0.00

100.00 56775720 0 100.00 0.00

0.00 0 0 0.00 0.00

0.00 0 0 0.00 0.00

0.00 0 0 0.00 0.00

0.00 0 0 0.00 0.00

87.79 18399799 0 100.00 0.00

0.00 101 0 0.00 0.00

0.00 0 0 0.00 0.00

87 .79 I 18399900 I 0I 100.00 I 0.00

12

Agenda No. 7: To consider and approve the issue of non-convertible debentures and other debt securities for an amount not exceeding Rs.10,00,00,00,000/- (Rupees One Thousand Crores only).

Resolution required


Category




Special Resolution

No

I I Mode of

Voting

I E-VotingI Poll


I E-VotingPoll Postal Ballot (if applicable) Total

I E-VotingPoll Postal Ballot (if applicable) Total

I No. of I

No. of votes I shares held polled

(1) I (2) I56775720 56775720

0 0

56775720 56775720 0 0

0 0

0 20958540 18399799

101 0

I 20958540 I 18399900 I

% of Votes No. of No. of % of Votes in % of Votes Polled on Votes-in Votes- favour on votes against on

outstanding favour against polled votes polled shares (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100

(3)=[(2)/(1 )]* 100 (4) (5)100.00 56775720 0 100.00 0.00

0.00 0 0 0.00 0.00 0.00 0 0 0.00 0.00

100.00 56775720 0 100.00 0.00 0.00 0 0 0.00 0.00 0.00 0 0 0.00 0.00 0.00 0 0 0.00 0.00

- -- --

0.00 0 0 0.00 0.00 87.79 18399799 0 100.00 0.00

0.00 101 0 0.00 0.00 0.00 0 0 0.00 0.00

87.79 I 18399900 I ol 10O.ooT -- - 0.00

13

Agenda No. 8: To consider and approve issuance of securities for an aggregate amount not exceeding Rs.500,00,00,000/- (Rupees Five Hundred Crore Only) or its equivalent thereof.

Resolution required

Whether

promoter/Promoter group

are interested in the

agenda/resolution?

Category

Promoter and Promoter

Group



Special Resolution

No

I Mode of

Voting

J E-Voting

I Poll

Postal Ballot

(if applicable)

Total

I E-Voting

Poll

Postal Ballot

(if applicable)

Total

I E-Voting

Poll

Postal Ballot

(if applicable)

Total

INo. of I No. of votes I

shares held polled

(1) I (2) I56775720 56775720

0

0

56775720 56775720

0 0

0

0

0

20958540 18399799

101

0

I 20958540 I 18399900 I

% of Votes No. of No. of % of Votes in % of Votes

Polled on Votes- in Votes- favour on votes against on

outstanding favour against polled votes polled

shares (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100

(3)=[(2)/(1)]* 100 (4) (5)

100.00 56775720 0 100.00 0.00

0.00 0 0 0.00 0.00

0.00 0 0 0.00 0.00

100.00 56775720 0 100.00 0.00

0.00 0 0 0.00 0.00

0.00 0 0 0.00 0.00

0.00 0 0 0.00 0.00

0.00 0 0 0.00 0.00

87.79 18399799 0 100.00 0.00

0.00 101 0 0.00 0.00

0.00 0 0 0.00 0.00

87. 79 I 18399900 I OJ 100.00 I 0.00

14

IV 1/\ A PrW(fSSJO!lt\l 1(,lM

l. '-JI l

Consolidated Scrutinizer's Report

[Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended and

Regulation 44 of the SEB/ (Listing Obligation and Dis,c/osure Requirement)

Regulations, 2015 as amended}

To,

The Chairman Capital India Finance Limited 2nd Floor, DLF Center, Sansad Marg, New Delhi-110001

Sub: Consolidated Scrutinizer Report on voting through electronic means and Poll

conducted at the 25th Annual General Meeting of the ·Members of Capital India

Finance Limited ("Company") Held on Friday, zih September, 2019 at 09:00 A.M.

at "Magnolia" Habitat World, at India Habitat Centre, Lodhi Road, New Delhi-

110003

Dear Sir,

I, Arun l<umar Gupta, Proprietor of M/s Arun Gupta & Associates, Company Secretaries, hacJ,� been appointed as the Scrutinizer by the Board of Directors of the Company pursuant to Section 108 of the Companies Act, 2013 nhe Act") read with Rule 20 & 21 of the Companies (Management and Administration) Rules, 2014 as amended and Regulation 44 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 to scrutinize the Remote e-voting process carried out during September 24, 2019 (09.00 A.M.) to September 26, 2019 (05.00 P.M.) and physical poll process at the 25th

Annual General Meeting (AGM) held on Friday, zih day of September, 2019 at 09:00 A.M. at "Magnolia" Habitat World, at India Habitat Centre, Lodhi Road, New Delhi-110003 submit my reportas under:

1) The management of the Company is responsible to ensure the compliance withthe requirements of the Companies Act, 2013 and related Rules in respect ofvoting through electronic means i.e. Remote e-voting and Poll on the Resolutionscontained in the Notice to the 25th Annual General Meeting of the Campa ."x,a & .t1

Us>l !J>o�-

2) As Scrutinizer for Remote e-voting process and for Poll conducted a I � my responsibility is to provide the Scrutinizer's report in respect of V

Office: 59, Ground Floor, Street No. 3, Madan Park, East Punjabi Bagh, New Delhi - 110026

Contact: +91-9818845037, +91-9650001537, +91-11-28316719

E-mail: [email protected], [email protected]

Annexure - C

15

"favor" or "against" the resolutions stated in the notice of Annual General Meeting ("Notice"), based on the votes casted through polling papers at the meeting and reports generated from the e-voting system provided by Karvy

Fintech Private Limited (formerly known as KCPL Advisory Services Private Limited) ("Karvy"),

3) The Company has completed the dispatch of the notices to the members by 31st

August 2019.

4) The Members of the Company holding shares as on the "cut-off" date i.e. Friday,20th September 2019 were entitled to vote on the resolutions as contained in theNotice.

5) The Remote e-voting was commenced on Tuesday, 24th September 2019 at 9.00A.M. and ended on Thursday, 26th September 2019 at 5.00 P.M. The e-votingplatform was blocked thereafter by Karvy,

6) The facility for voting through polling papers was made available at the meetingfor the members who were present and had not casted their vote by Remote evoting. Such members exercised their right to vote at the meeting through ballotpapers.

7) I have locked and sealed empty ballot box in the presence of the all members andproxies. Thereafter, members have casted their votes and dropped the pollingpapers in the ballot boxes.

8) Immediately ;;ifter conclusion of voting at the meeting, the polling boxescontaining the ballot papers were opened in the presence of two witnesses whowere not in employment of Company and votes were diligently scrutinized.

9) The Polling papers, which were incomplete and/or which were otherwise founddefective have been treated as invalid and kept separately.

10) Thereafter, the votes casted through Remote e-voting were unblocked from thewebsite of Karvy Fintech Private Limited (formerly known as KCPL AdvisoryServices Private Limited) i.e. https://evoting.karvy,com in the presence of Ms.Reema Miglani and Ms. Divya Gupta who are not in employment of theCompany.

11) The polling papers were diligently scrutinized, the details of members withsignatures were verified and the shareholding was matched /confirmed with theRegister of Member(s) of the Company.

12) Accordingly, I hereby submit my Consolidated Report as under on q1e result ofthe Remote e-voting and Poll conducted at the meeting in res ef,Cot1tiiefollowing Resolutions: ,'

Office: 59, Ground Floor, Street No. 3, Madan Park, East Punjabi Bagh, New Delhi - 1 lv""'"'----•F

Contact: +91-9818845037, +91-9650001537, +91-11-28316719


} Page 12

16

ITEM NO. l! ORDINARY RESOLUTION

To consider and approve:

(A) the audited standalone financial statements of the Company for the financialyear ended on March 31, 2019, including the audited balance sheet as at March 31, 2019, the statement of profit and loss and cash flow statement for the financial year ended on that date and the reports 'of the Board of the Directors and the Auditors thereon.

(B) the audited consolidated financial statements of the Company for the financialyear ended on March 31, 2019, including the audited balance sheet as at March 31, 2019, the statement of profit and loss and cash flow statement for the financial year ended on that date and the report of the auditors thereon.

(i) Voted in favor of the resolution:

Particulars Number of Number of Votes % of total number members voted cast by them of valid votes cast

Remote e-voting 15 75175519 100.00%

Poll 18 101 100.00%

Total 33 75175620 100.00%

-

(ii) Voted against the resolution:

Particulars '

Number of Number of Votes % of total number members voted cast by them of valid votes cast

Remote e-voting 0 0 0.00%

Poll 0 0 0.00% '

Total 0 0 0.00%

(iii) Invalid Votes/ Abstain from Voting/Less voted/Not Voted:

-

---

Particulars Number of members whose Number of votes cast by votes were declared invalid them

Remote e-voting 0 0

Poll 4 583

Total 4 583

>:;;;;:;;-,) ()' , - - - - "- l

Based on lhe aforesaid results, we report that the Ordinary Resolution as '.f 1'd'"''" ", r Cf' W 0:1 •n

in Item No. 1 of the Notice of the AGM has been passed with requisite major ty. '" '1nP )!} I 3(,';;'- - -�{],

<\ :Ps'lJI c<u


Contact: +91-9818845037, +91-9650001537, +91-11-28316719

E-ma i I: [email protected], aru 1igu [email protected]

17

ITEM NO. 2: ORDINARY RESOLUTION

To declare dividend on equity shares of the Company for the financial year ended on March 31, 2019.


Particulars Number of Number of Votes % of total number

members voted cast by them of valid votes cast

Remote e-voting 15 75175519 100,00%

�- -·

Poll 18 101 100,00%

Total 33 75175620 100.00%


Particulars Number of Number of Votes % of total number members voted cast by them of valid votes cast


Poll 0 0 0.00%

Total 0 0 0.00%

-·

.�(iii) Invalid Votes/ Abstain from Voting/Less voted/Not Voted:

----------

Particulars Number of members whose

votes were declared invalid

Remote e-voting 0

Poll 4

Total 4

·-

Number

them

" ---

of votes cast by

0

·--

583

583

Based on th� aforesaid results, we report that the Ordinary Resolution as contained

in Item No. 2 of the Notice of the AGM has been passed with requisite majorJ!y. ,; & ;r"'�-�'(:/n .. - - ... ,1:10 \

\

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Office: 59, Ground Floor, Street No, 3, Madan Park, East Punjabi Bagh, New Delhi - 110026

Contact: +91-9818845037, +91-9650001537, +91 11 28316719

E-mail: [email protected], arungupta,[email protected]

18

ITEM NO 3: ORDINARY RESOLUTION

To re-appoint Mr. Amit Sahai l<ulshreshtha (DIN: 07869849), who retires by rotation,

and being eligible, offers himself for re-appointment as a Director.

{i) Voted in favor of the resolution:

Particulars Number of Number of Votes

members voted cast by them

Remote e-voting 15 75175519

Poll 18 101

Total 33 75175620

{ii)Voted against the resolution:



Remote e-voting 0 0

Poll 0 0 ' -----·

Total 0 0

---------

{iii) Invalid Votes/ Abstain from Voting/Less voted/Not Voted:

% of total number

of valid votes cast

100.00%

100.00%

100.00% ----- ·-

% of total number

of valid votes cast

0.00%

0.00%

0.00%

·-

---

Particulars Number of members whose Number of votes cast by

Remote e-voting

Poll

Total

----- -�----

votes were declared invalid

0

4

4

them

0

583

583

Based on the aforesaid results, we report that the Ordinary J�esolution as contained

in Item No. 3 of the Notice of the AGM has been passed with requisite majority.

Office: 59, Ground Floor, Street No. 3, Madan Park, East Punjabi Bagh, New Delhi - 110026 Contact: +91-9818845037, +91-9650001537, +91-11-283\6719


19

ITEM NO 4: ORDINARY RESOLUTION

To consider and approve the appointment of Mr. Yogendra Pal Singh as an

Independent Director of the Company.


-------



Remote e-voting 15 75175519 100.00%

Poll 18 101 100.00%

Total 33 75175620 100.00%

--�-· -

(ii)Voted against the resolution:


members voted cast by them of valid votes cast -·--


Poll I 0 0 0.00%

Total 0 0 0.00%

a -�--


Particul::irs Number of members whose Number of votes cast by

votes were declared invalid them ·-

Remote e-voting 0 0

Poll 4 583

Total 4 583

Based on the aforesaid results, we report that the Ordinary Resolution as contained

in Item No. 4 of the Notice of the AGM has been passed with requisite ,majority.

'\ s.

,:�;

Office: 59, Ground Floor, Slreet No, 3, Madan Park, East Punjabi Bagh, New Delhi - 110026

Conlact: +91-9818845037, +91-9650001537, +91-11-28316719

E-mail: aruncs,[email protected], [email protected]

P8ge 16

20

ITEM NO 5: SPECIAL RESOLUTION

To consider and approve the revision in the remuneration of Mr. Keshav Porwal,

Managing Director of the Company.





Poll 18 101

Total 33 75175620

-



members voted cast by them --·-

Remote e-voting 0 0

Poll 0 0

Total 0 0


% of total number

of valid votes cast

100.00%

100.00%

100.00%

% of total number

of valid votes cast

0.00%

0.00%

0.00%

Particulars Number of members whose Number of votes cast by ,, votes were declared invalid them

Remote e-voting 0 0

Poll 4 583

Total 4 583

·-

Based on the aforesaid results, we report that the Special Resolution as contained in

Item No. 5 of the Notice of the AGM has been passed with requisite majc:>rity.

!i�·,,:::"u?\ < I r . eoo3 0; * ' ,:,1?,• ' �

(6 ',,-�i \ Pa g c I 7 ,:!}Amy S(>;Cf"


Contact: +91-9818845037, +91-9650001537, +91-11-28316719


21


To consider and approve the revision in the remuneration of Mr. Amit Sahai Kulshreshtha, Executive Director & Chief Executive Officer of the Company.


Particulars Number of Number of Votes members voted cast by them


Poll 18 101

Total 33 75175620


Particulars Number of Number of Votes members voted cast by them

Remote e-voting 0 0

Poll 0 0

I

Total 0 0


% of total number

of valid votes cast

100.00%

100.00%

100.00%

% of total number of valid votes cast

0.00%

0.00%

0.00% --

Particulars Number of members whose Number of votes cast by " votes were declared invalid them

Remote e-voting 0 0

Poll 4 583

Total 4 583

Based O(l the aforesaid results, we report that the Special Resolution as contained in Item No. 6 of the Notice of the AGM has been passed with requisite maj?rity.

;;i��' � lo\}

N::v�c::1:·1·'\\_· l/ � C.P. 000.1 ,., ' * N'.S ?121 -A

c�.�/ f'' Page I 8 '17JAiny sec;:<ii

Office: 59, Ground Floor, Street No, 3, Madan Park, East Punjabi Bagh, New Delhi - 110026

Contact: -t 91-9818845037, +91-9650001537, +91- l l-28316719


22


To consider and approve the issue of non-convertible debentures and other debt

securities for an amount not exceeding Rs. 10,00,00,00,000/- (Rupees one thousand

crores only).




Remote e-voting 15 75175519 100.00%

Poll 18 101 100.00%

Total 33 75175620 100.00%




Remote e-voting 0 0

Poll 0 0

Total 0 0


Particulars Number of members whose Number 'of

votes were declared invalid them ------

Remote e-voting 0

Poll 4

Total 4

0.00%

0.00%

0.00%

votes cast by

0

583

583

-��-


Item No. 7 of the Notice of the AGM has been passed with requisite majority.

Office: 59, Ground Floor, Street No. 3, Madan Park, East Punjabi Bagh, New Delhi 110026 Contact: +91-9818845037, +91-9650001537, +91-11-283 I 6719


23


To consider and approve issuance of securities for an aggregate amount not

exceeding Rs. 500,00,00,000/- (Rupees Five Hundred crore only) or its equivalent

thereof.





Poll 18 101

Total 33 75175620




Remote e-voting 0 0

Poll 1 0 0

Total 0 D


% of total number

of valid votes cast

100.00%

100.00%

100.00%

% of total number

of valid votes cast

0.00%

0.00%

0.00%

Particulars Number of members whose Number of votes cast by

votes were declared invalid them

Remote e-voting 0 0

--�----

Poll 4 583

Total 4 583

---


Office: 59, Ground Floor, Street No. 3, Madan Park, East Punjabi Bagh, New Delhi - 110026 Contact: +91-9818845037, +91-9650001537, +91 -11-28316719


Page 11 C

24

13) I hereby confirm that I am maintaining the registers in respect of the votes casted

through Poll and Remote e-voting exercised by the members of the Company to

record the assent or dissent received, duly mentioning the particulars of name,

address, folio number or client ID/DP ID of the members, number of shares held

by them, nominal value of such shares.

14) The relevant records relating to poll including voting by electronic means shall

remain in my custody until the Chairman considers, approves and signs the

minutes of 25th Annual General Meeting and the same shall thereafter be handed

over to the Company Secretary for safe keeping.

15) The results of the Voting shall be declared by the Chairman or any other person

authorized by Board.

Thanking you

Yours faithfully

For Arun Gupta & Associates

t �/ 0,->'l1,a & ,'1_�10t �It/ �

Arun Kumar Gupta

(Scrutinizer)

Membership No. 21227, __

C.P. No. 8003

Place: New Delhi

• ..Pate: 27/09/2019

Name: Reema Miglani

Address: 5/28A, Moti.Nagar

Delhi-110015

Rachit Malhotra

(Duly authorised by the Chairman of

the 25th Annual General Meeting)

Name: Divya Gupta

Address: 670, Gautam Nagar

Delhi-110049.

Office: 59, Ground Floor, Street No. 3, Tvladan Park, East Punjabi Bagh, New Delhi - 110026 Contact: +91-9818845037, +91-9650001537, +91-11-28316719


Page 111

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