nilkamal limited - nse

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Nilkamal Limited Head Office: Nilkamal House, 77/88, Road No.i3/14, M.I.D.C., Andheri (East), Mumbai- 400 093, INDIA. Tel.: (91-22) 4235 8888 Material Handling Division: Fax: (91-22) 28361923 e E-mail: [email protected] Furniture Division: Fax: (91-22) 2835 3556 e E-mail: [email protected] @home Division: Fax: (91-22) 2837 2787 E-mail: [email protected] e Visit us at: www.nilkamal.com e Visit us at: www.at-home.co.in Ref: 33AGM Date: June 29, 2019 To, To, The Secretary BSE Limited, The Secretary National Stock Exchange of India Limited, Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra East, Mumbai-400 051. Phiroze Jeejeebhoy Towers Dalal Street, Mumbai-400 001. SCRIPT CODE: 523385 Dear Sir, SYMBOL: NILKAMAL Sub: Voting Results at the 33rd Annual General Meeting. 'fhe 33rc1 Annual General Meeting of the Company was held on June 28, 2019 and the business as set out in the Notice was duly transacted. In this regard, please find attached herewith the following: i) Summary of proceedings pursuant to Regulation 30 read with Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereafter called "the said Listing Regulations"); ii) Voting Results pursuant to Regulation 44 of the said Listing Regulations; and iii) Consolidated Scrutinizer's Report pursuant to Section 108 of the Companies Act, 2013 read with Rule 20(4) of the Companies (Management and Administration) Rules, 2014. Kindly take the same on your records. Thanking you, Regd. Office & Works: Survey No. 35412 & 35413, Near Rakholi Bridge, Silvassa-Khanvel Road, Vasona, Silvassa - 396230 (D & NH) Tel. : (0260) 2699212 I 13 I 14 I 15 I 082 I 083 Fax : (0260) 2699023 CIN : l25209DN1985PLC000162

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Nilkamal Limited Head Office: Nilkamal House, 77/88, Road No.i3/14, M.I.D.C., Andheri (East), Mumbai- 400 093, INDIA. Tel.: (91-22) 4235 8888

Material Handling Division: Fax: (91-22) 28361923 e E-mail: [email protected] Furniture Division: Fax: (91-22) 2835 3556 e E-mail: [email protected]

@home Division: Fax: (91-22) 2837 2787 • E-mail: [email protected] e Visit us at: www.nilkamal.com e Visit us at: www.at-home.co.in

Ref: 33AGM

Date: June 29, 2019

To, To,

The Secretary

BSE Limited,

The Secretary National Stock Exchange of India Limited,

Exchange Plaza, 5th Floor, Plot No. C/1, G

Block, Bandra Kurla Complex, Bandra East,

Mumbai-400 051.

Phiroze Jeejeebhoy Towers

Dalal Street, Mumbai-400 001.

SCRIPT CODE: 523385

Dear Sir,

SYMBOL: NILKAMAL

Sub: Voting Results at the 33rd Annual General Meeting.

'fhe 33rc1 Annual General Meeting of the Company was held on June 28, 2019 and the business as set out in the Notice was duly transacted. In this regard, please find attached herewith the

following:

i) Summary of proceedings pursuant to Regulation 30 read with Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereafter called "the said Listing Regulations");

ii) Voting Results pursuant to Regulation 44 of the said Listing Regulations; and iii) Consolidated Scrutinizer's Report pursuant to Section 108 of the Companies Act,

2013 read with Rule 20(4) of the Companies (Management and Administration) Rules, 2014.

Kindly take the same on your records.

Thanking you,

Regd. Office & Works: Survey No. 35412 & 35413, Near Rakholi Bridge, Silvassa-Khanvel Road, Vasona, Silvassa - 396230 (D & NH) • Tel. : (0260) 2699212 I 13 I 14 I 15 I 082 I 083 • Fax : (0260) 2699023

CIN : l25209DN1985PLC000162

Nilkamal Limited Head Office: Nilkamal House, 77/88, Road No.13/14, M.I.D.C., Andheri (East), Mumbai- 400 093, INDIA. Tel.: (91-22) 4235 8888

Material Handling Division: Fax: (91-22) 28361923 ~E-mail: [email protected] Furniture Division: Fax: (91-22) 2835 3556 e E-mail: [email protected]

@home Division: Fax: (91-22) 2837 2787 e E-mail: [email protected] o Visit us at: www.nilkamal.com ~Visit us at: www.at-home.co.in

--1-

Summary of proceedings of the 33rd Annual General Meeting of the shareholders of the Company held on June 28/ 2019:

The 33rd Annual General Meeting (AGM) of the shareholders of the Company was held on Friday/ June 281 2019 at 12.00 noon at the Registered Office situated at Survey No. 354/2 and 354/3/ Near Rakholi Bridge, Silvassa-Khanvel Road, Vasona, Silvassa- 396 230, Union Territory of Dadra and Nagar Haveli.

Mr. Vamanrai V. Parekh, Chairperson of the meeting, introduced his colleagues seated on the dais and welcomed them as well as the members of the Company at the said AGM. The requisite quorum being present the Chairperson called the meeting to order. Thereafter with the permission of the members present, the Annual Report 2018-19, inter-alia containing the Notice of the AGM and the Financial Statements including the Reports of the Directors and Auditors, was taken as read. He then addressed the members and briefed them on the financial performance for FY 2018-19 and notable developments of the Company.

He thereafter handed the proceedings to the Company Secretary, Ms. Priti Dave. She informed the members that the Company had provided the Members the facility to cast their vote electronically, on all resolutions set forth in the Notice. Further/ the members present at the AGM who had not cast their votes electronically were also provided an opportunity to cast their votes by way of Poll to be conducted at the AGM on all the resolutions as set out in the Notice. She also stated that there would be no voting by show of hands. The Board had appointed Mr. Pratik M. Shah1 Practicing Company Secretary, as the Scrutinizer to supervise the remote E - voting as well as voting at the AGM.

The Chairperson then requested the members to put forth their comments and queries on the performance of the Company. After replying to the queries, the Chairperson ordered a Poll to be conducted at the AGM and the items of business as per the Notice of AGM were tTansacted at the meeting.

The Chairperson authorized the Company Secretary to declare the results of voting. The scrutinizers report, containing the combined votes by E-voting as well as Poll at AGM, was received and accordingly all the resolutions as set forth in the Notice were declared as passed, as detailed below:

em It N o.

1

Description Type of Result resolution

Consideration and adoption of the Audited Ordinary The resolution Financial Statements including Audited resolution was passed Consolidated Financial Statement for the year with requisite ended March 31,2019, together with the Reports of majority. the Board of Directors and the Auditors thereon.

Regd. Office & Works: Survey No. 35412 & 35413, Near Rakholi Bridge, Silvassa-Khanvel Road, Vasona, Silvassa- 396230 (0 & NH) ~Tel. : (0260) 2699212 I 13 I 14 I 15 I 082 I 083 ~ fax : (0260) 2699023

CIN: L25209DN1985PLC000162

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Nilkan~al Limited Head Office: Nilkamal House, 77/88, Road No.13/14, M.I.D.C., Andheri (East), Mumbai- 400 093, INDIA. Tel.: (91-22) 4235 8888

Material Handling Division: Fax: (91-22) 28361923 ~E-mail: [email protected] Furniture Division: Fax: (91-22) 2835 3556 o E-mail: [email protected]

@home Division: Fax: (91-22) 2837 2787 ~E-mail: [email protected] ~Visit us at: www.nilkamal.com • Visit us at: www.at-home.co.in

2

3

4

--2--

Declaration of dividend on equity shares of the Ordinary Company for the year ended March 31,2019. resolution

Re-appointment of Mr. Hiten V. Parekh (DIN: Ordinary 00037550), who retires by rotation. resolution

Ratification of remuneration payable to Cost Special Auditors for the financial year 2019-2020. resolution

The resolution was passed with requisite majority. The resolution was passed with requisite majority.

Approval for continuation of the existing tenure of Special

The resolution was passed with requisite majority.

-·-------ii---·-------------------+-------J--:--_:__1_.::___~-----l The resolution 5

6

7

8

directorship of Mr. K. Venkataramanan resolution (00001647), as an Independent Director of the Company after attaining the age of 75 years till completion of his present term i.e. upto conclusion of the Thirty Fourth Annual General Meeting to be held in the calendar year 2020. Approval for re-appointment of Mr. Mahendra V. Special Doshi (DIN: 00123243) as an Independent Director resolution of the Company, not liable to retire by rotation, for a second term of five years from the date of Annual General Meeting of the Company i.e. from June 28, 2019. Approval for re-appointment of Mr. Mufazzal S. Special Federal (DIN: 03409798) as an Independent resolution Director of the Company, not liable to retire by rotation, for a second term of five years from the date of Annual General Meeting of the Company i.e. from June 28,2019. Approval for re-appointment of Mr. S. K. Palekar Special (DIN: 01723670) as an Independent Director of the resolution Company, not liable to retire by rotation, for a second term of five years from the date of Annual General Meeting of the Company i.e. from June 28, 2019.

was passed with requisite majority.

The resolution was passed with requisite majority.

The resolution was passed with requisite majority.

The resolution was passed with requisite majority.

Cntd ... 3

Regd. Office & Works: Survey No. 35412 & 35413, Near Rakholi Bridge, Silvassa-Khanvel Road, Vasona, Silvassa- 396230 (D & NH) e Tel. : (0260) 2699212 I 13 I 14 I 15 I 082 I 083 e Fax : (0260) 2699023

CIN: l25209DN1985PLC000162

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Head Office: Nilkamal House, 77/88, Road No.13/14, M.I.D.C., Andheri (East), Mumbai- 400 093, INDIA. Tel.: (91-22) 4235 8888 Material Handling Division: Fax: (91-22) 283619231 E-mail: [email protected]

Furniture Division: Fax: (91-22) 2835 3556 e E-mail: [email protected] @home Division: Fax: (91-22) 2837 2787 e E-mail: [email protected] ~Visit us at: www.nilkamal.com t Visit us at: www.at-home.co.in

---3---

9 Continuation of payment of remuneration to Special The resolution Executive Directors who are Promoters in excess of resolution was passed threshold limits as per SEBI (LODR) (Amendment) with requisite Regulations, 2018. majority.

Kindly take the same on your records.

Thanking you, Yours Faithfully, For Nilkamal Limited

Priti Dave Company Secreta

Regd. Office & Works: Survey No. 35412 & 35413, Near Rakholi Bridge, Silvassa-Khanvel Road, Vasona, Silvassa - 396230 (D & NH) e Tel. : (0260) 2699212 I 13 I 14 I 15 I 082 I 083 e Fax: (0260) 2699023

CIN : l25209DN1985PlC000162

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Nilkamal Limited Head Office: Nilkamal House, 77/88, Road No.13/14, M.I.D.C., Andheri (East), Mumbai- 400 093, INDIA. Tel.: (91-22) 4235 8888

Material Handling Division: Fax: (91-22) 28361923 411 E-mail: [email protected] Furniture Division: Fax: (91-22) 2835 3556 C~~ E-mail: [email protected]

@home Division: Fax: (91-22) 2837 27871 E-mail: [email protected] e Visit us at: www.nilkamal.com 1 Visit us at: www.at-home.co.in

DETAILS PURSUANT TO REGULATION 44 OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATION, 2015 ON THE VOTES CAST AT THE THIRTY THIRD ANNUAL GENERAL MEETING OF NILKAMAL LIMITED HELD ON JUNE 28,2019.

1) Date of the AGM: Friday, June 28, 2019.

2) Total number of shareholders on record date: 27,111

3) No. of shareholders present in the meeting either in person or through proxy :

Presence In person In proxy Total

Promoter and 8 0 8 promoter Group Public 39 0 39 Total 47 0 47

4) No. of shareholders attended the meeting through video conferencing:

N.A.

Reg d. Office & Works: Survey No. 354/2 & 35413, Near Rakholi Bridge, Silvassa-Khanvel Road, Vasona, Silvassa - 396230 (D & NH) 4D Tel. : (0260) 2699212/13/14 I 15 I 082/ 083 4D Fax : (0260) 2699023

CIN : l25209DN1985PlC000162

-------- ""'''"-h~ _.,,~\'>'·'C'~·-e·~ ·'·,~\''"O';e;\'-'"'c"•'"·'-'·' 0:oc''"'"~;:;::;:::-c":•\."_:,_:-: ....... : .. ·~.,~;::;;;:::;;:.:;:;;;;:;::;;;;::;.----·---- ~'"'·' --·~·:._'<~"•'"~~:--.. '"'"''""'~:::,:;;::::;;:::;::::::-- --------;;:::;::;;-------·-------------------

Resolution (1) Resolution required: (Ordinary I Special) Ordinary

Whether promoter/promoter group are interested in the agenda/resolution? No

Consideration and adoption of the Audited Financial Statements including Audited Description of resolution considered Consolidated Financial Statement for the year ended March 31, 2019, together with the

Reports of the Board of Directors and the Auditors thereon.

No. of shares No. of votes % of Votes polled

No. of votes- No. of votes -%of votes in

% of Votes against Category Mode of voting

held polled on outstanding

in favour against favour on votes

on votes polled shares polled

(1) (2) (3)=[(2)/(1)] *100 (4) (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100

Promoter E-Voting 9545746 100.0000 9545746 0 100.0000 0.0000 and Poll 9545746 0 0.0000 0 0 0 0 Promoter Postal Ballot (if applicable) 0 0.0000 0 0 0 0 Group Total 9545746 9545746 100.0000 9545746 0 100.0000 0.0000

E-Voting 1385323 55.9233 1385323 0 100.0000 0.0000

Public- Poll 2477183 0 0.0000 0 0 0 0 Institutions Postal Ballot (if applicable) 0 0.0000 0 0 0 0

Total 2477183 1385323 55.9233 1385323 0 100.0000 0.0000

E-Voting 464273 16.0116 464273 0 100.0000 0.0000

Public- Non Poll 2899596 0 0.0000 0 0 ' 0 0 Institutions Postal Ballot (if applicable) 0 0.0000 0 0 0 0

Total 2899596 464273 16.0116 464273 0 100.0000 0.0000

Total Total 14922525 11395342 76.3634 11395342 0 100.0000 0.0000 Whether resolution is Pass or Not. Yes

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""''''~'""~-•;•;,,:;. __ \.S'-::::::::;::;:::;:----------------- . "';;.;:,-·: ~l"-

Resolution (2) Resolution required: (Ordinary I Special) Ordinary

Whether promoter/promoter group are interested in the agenda/resolution? No

Description of resolution considered Declaration of dividend on equity shares of the Company for the year ended March 31, 2019.

No. of shares No. of votes % of Votes polled

No. of votes - No. of votes-%of votes in

%of Votes against Category Mode of voting

held polled on outstanding

in favour against favour on votes

on votes polled shares polled

(1) (2) (3)=[(2)/(1)]*100 (4) (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100 Promoter E-Voting 9545746 100.0000 9545746 0 100.0000 0.0000

and Poll 9545746 0 0.0000 0 0 0 0 Promoter Postal Ballot (if applicable) 0 0.0000 0 0 0 0

Group Total 9545746 9545746 100.0000 9545746 0 100.0000 0.0000

E-Voting 2320142 93.6605 2320142 0 100.0000 0.0000

Public- Poll 2477183 0 0.0000 0 0 0 0 Institutions Postal Ballot (if applicable) 0 0.0000 0 0 0 0

Total 2477183 2320142 93.6605 2320142 0 100.0000 0.0000

E-Voting 464273 16.0116 464273 0 100.0000 0.0000 Public- Non Poll 2899596 0 0.0000 0 0 0 0 Institutions Postal Ballot (if applicable) 0 0.0000 0 0 0 0

Total 2899596 464273 16.0116 464273 0 100.0000 0.0000

Total Total 14922525 12330161 82.6278 12330161 0 100.0000 0.0000 Whether resolution is Pass or Not. Yes

- --·- ---•• ,.,.~>·0~ ,.,t1".'C"i(' "y~;:l'~'~,"'?::,>~;_;,,,,,.,.,,,,'{<,\VN!!•'•'"""' '' -~- ~A< -.• • "~-·~

Resolution (3) Resolution required: (Ordinary I Special) Ordinary

Whether promoter/promoter group are interested in the agenda/resolution? No

Description of resolution considered Re-appointment of Mr. Hiten V. Parekh (DIN: 00037550), who retires by rotation.

No. of shares No. of votes % of Votes polled

No. of votes- No. of votes-%of votes in

% of Votes against Category Mode of voting

held polled on outstanding

in favour against favour on votes

on votes polled shares polled

(1) (2) (3)=[(2)/(1)]*100 (4) (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100 Promoter E-Voting 9545746 100.0000 9545746 0 100.0000 0.0000 and Poll 9545746 0 0.0000 0 0 0 0 Promoter Postal Ballot (if applicable) 0 0.0000 0 0 0 0 Group Total 9545746 9545746 100.0000 9545746 0 100.0000 0.0000

E-Voting 2320142 93.6605 2320142 0 100.0000 0.0000 Public- Poll 2477183 0 0.0000 0 0 0 0 Institutions Postal Ballot (if applicable) 0 0.0000 0 0 0 0

Total 2477183 2320142 93.6605 2320142 0 100.0000 0.0000 E-Voting 464273 16.0116 464273 0 100.0000 0.0000

Public- Non Poll 2899596 0 0.0000 0 0 0 0 Institutions Postal Ballot (if applicable) 0 0.0000 0 0 0 0

Total 2899596 464273 16.0116 464273 0 100.0000 0.0000 Total Total 14922525 12330161 82.6278 12330161 0 100.0000 0.0000

Whether resolution is Pass or Not. Yes

~

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Resolution (4) Resolution required: (Ordinary I Special) Special

Whether promoter/promoter group are interested in the agenda/resolution? No

Description of resolution considered Ratification of remuneration payable to Cost Auditors for the financial year 2019-2020.

No. of shares No. of votes % of Votes polled

No. of votes- No. of votes-%of votes in

%of Votes against Category Mode of voting

held polled on outstanding

in favour against favour on votes

on votes polled shares polled

(1) (2) (3)=[(2)/(1)]*100 (4) (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100 Promoter E-Voting 9545746 100.0000 9545746 0 100.0000 0.0000 and Poll 9545746 0 0.0000 0 0 0 0 Promoter Postal Ballot (if applicable) 0 0.0000 0 0 0 0 Group Total 9545746 9545746 100.0000 9545746 0 100.0000 0.0000

E-Voting 2320142 93.6605 2320142 0 100.0000 0.0000 Public- Poll 2477183 0 0.0000 0 0 0 0 Institutions Postal Ballot (if applicable) 0 0.0000 0 0 0 0

Total 2477183 2320142 93.6605 2320142 0 100.0000 0.0000 E-Voting 464273 16.0116 464273 0 100.0000 0.0000

Public- Non Poll 2899596 0 0.0000 0 0 0 0 Institutions Postal Ballot (if applicable) 0 0.0000 0 0 0 0

Total 2899596 464273 16.0116 464273 0 100.0000 0.0000 Total Total 14922525 12330161 82.6278 12330161 0 100.0000 0.0000

Whether resolution is Pass or Not. Yes

Resolution (5) Resolution required: (Ordinary I Special) Special

Whether promoter/promoter group are interested in the agenda/resolution? No

Approval for continuation of the existing tenure of directorship of Mr. K. Venkataramanan,

Description of resolution considered (DIN 00001647) as an Independent Director of the Company after attaining the age of 75

years.

No. of shares No. of votes % of Votes polled

No. of votes- No. of votes -%of votes in

% of Votes against Category Mode of voting on outstanding favour on votes

held polled shares

in favour against polled

on votes polled

(1) (2) (3)=[(2)/(1)]*100 (4) (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100

Promoter E-Voting 9545746 100.0000 9545746 0 100.0000 0.0000

and Poll 9545746 0 0.0000 0 0 0 0

Promoter Postal Ballot (if applicable) 0 0.0000 0 0 0 0

Group Total 9545746 9545746 100.0000 9545746 0 100.0000 0.0000

E-Voting 2135810 86.2193 2135810 0 100.0000 0.0000

Public- Poll 2477183 0 0.0000 0 0 0 0

Institutions Postal Ballot (if applicable) 0 0.0000 0 0 0 0

Total 2477183 2135810 86.2193 2135810 0 100.0000 0.0000

E-Voting 464273 16.0116 464273 0 100.0000 0.0000

Public- Non Poll 2899596 0 0.0000 0 0 0 0

Institutions Postal Ballot (if applicable) 0 0.0000 0 0 0 0

Total 2899596 464273 16.0116 464273 0 100.0000 0.0000

Total Total 14922525 12145829 81.3926 12145829 0 100.0000 0.0000 Whether resolution is Pass or Not. Yes

~~---;::~ ~'''<--:,Y:Y''' -·--------------·-·-~--v:;-.;::;:;:;---------·- \',- .. ,.,_,,""'"'""""'''<"-'"'"' •~ ·-"'"'""''·"~"-· • ·~":::;:-;:::;::::::.:;:-;:-~~-~'.'''If"'''"'";:::::::-;;:-:::;:::;::;::;::::;:;:.~,'-';-"--------------- -----------------

Resolution (6) Resolution required: (Ordinary I Special) Special

Whether promoter/promoter group are interested in the agenda/resolution? No

Approval for re-appointment of Mr. Mahendra V. Doshi (DIN: 00123243) as an Independent Description of resolution considered Director of the Company, not liable to retire by rotation, for a second term of five years

from the date of Annual General Meeting of the Company i.e. from June 28, 2019.

No. of shares No. of votes % of Votes polled

No. of votes- No. of votes-%of votes in

% of Votes against Category Mode of voting

held polled on outstanding

in favour against favour on votes

on votes polled shares polled

(1) (2) (3)=[(2)/(1)]*100 (4) (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100 Promoter E-Voting 9545746 100.0000 9545746 0 100.0000 0.0000 and Poll 9545746 0 0.0000 0 0 0 0 Promoter Postal Ballot (if applicable) 0 0.0000 0 0 0 0 Group Total 9545746 9545746 100.0000 9545746 0 100.0000 0.0000

E-Voting 2135810 86.2193 2110700 25110 98.8243 1.1757 Public- Poll 2477183 0 0.0000 0 0 0 0 Institutions Postal Ballot (if applicable) 0 0.0000 0 0 0 0

Total 2477183 2135810 86.2193 2110700 25110 98.8243 1.1757 E-Voting 464273 16.0116 464273 0 100.0000 0.0000

Public- Non Poll 2899596 0 0.0000 0 0 0 0 Institutions Postal Ballot (if applicable) 0 0.0000 0 0 0 0

Total 2899596 464273 16.0116 464273 0 100.0000 0.0000

Total Total 14922525 12145829 81.3926 12120719 25110 99.7933 0.2067 Whether resolution is Pass or Not. Yes

Resolution (7) Resolution required: (Ordinary I Special) Special

Whether promoter/promoter group are interested in the agenda/resolution? No

Approval for re-appointment of Mr. Mufazzal 5. Federal (DIN: 03409798) as an Description of resolution considered Independent Director of the Company, not liable to retire by rotation, for a second term of

five years from the date of Annual General Meeting of the Company i.e. from June 28, 2019.

No. of votes % of Votes polled

No. of votes- No. of votes -%of votes in

%of Votes against No. of shares Category Mode of voting

held polled on outstanding

in favour against favour on votes

on votes polled shares polled

(1) (2) (3)=[(2)/(1)]*100 (4) (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100 Promoter E-Voting 9545746 100.0000 9545746 0 100.0000 0.0000 and Poll 9545746 0 0.0000 0 0 0 0 Promoter Postal Ballot (if applicable) 0 0.0000 0 0 0 0 Group Total 9545746 9545746 100.0000 9545746 0 100.0000 0.0000

E-Voting 2135810 86.2193 2135810 0 100.0000 0.0000 Public- Poll 2477183 0 0.0000 0 0 0 0 Institutions Postal Ballot (if applicable) 0 0.0000 0 0 0 0

Total 2477183 2135810 86.2193 2135810 0 100.0000 0.0000 E-Voting 464273 16.0116 464273 0 100.0000 0.0000

Public- Non Poll 2899596 0 0.0000 0 0 0 0 Institutions Postal Ballot (if applicable) 0 0.0000 0 0 0 0

Total 2899596 464273 16.0116 464273 0 100.0000 0.0000

Total Total 14922525 12145829 81.3926 12145829 0 100.0000 0.0000 Whether resolution is Pass or Not. Yes

!;1'> >"·'·,;·Y ,,, •· "'>'V""'"""' "•'·~·~~··•~' "W"I<·~'c''<"' """'"'"'""~··•'-'"""L· •·'"'""~·""~•,~· •·' ·•""''"'"'--·-'~--··""' "'"'-'•·••-·•'•- ""'"'""·"··tr:;.'>'-7\ '"'-""'""'<'0!C<?h """'~'\""c'•o;)~·'-.o•oO.~o<~·•'""'' .. ~c-"""'-'".;::,0•01•• "'.>..''- ---------------

Resolution (8) Resolution required: (Ordinary I Special) Special

Whether promoter/promoter group are interested in the agenda/resolution? No

Approval for re-appointment of Mr. S. K. Palekar {DIN: 01723670) as an Independent

Description of resolution considered Director of the Company, not liable to retire by rotation, for a second term of five years

from the date of Annual General Meeting of the Company i.e. from June 28, 2019.

No. of shares No. of votes % of Votes polled

No. of votes- No. of votes-%of votes in

% of Votes against Category Mode of voting

held polled on outstanding

in favour against favour on votes

on votes polled shares polled

(1) (2) (3)=[(2)/(1)]*100 (4) (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)] *100

Promoter E-Voting 9545746 100.0000 9545746 0 100.0000 0.0000

and Poll 9545746 0 0.0000 0 0 0 0 Promoter Postal Ballot (if applicable) 0 0.0000 0 0 0 0 Group Total 9545746 9545746 100.0000 9545746 0 100.0000 0.0000

E-Voting 2135810 86.2193 2135810 0 100.0000 0.0000 Public- Poll 2477183 0 0.0000 0 0 0 0 Institutions Postal Ballot (if applicable) 0 0.0000 0 0 0 0

Total 2477183 2135810 86.2193 2135810 0 100.0000 0.0000

E-Voting 464273 16.0116 464273 0 100.0000 0.0000

Public- Non Poll 2899596 0 0.0000 0 0 0 0 Institutions Postal Ballot (if applicable) 0 0.0000 0 0 0 0

Total 2899596 464273 16.0116 464273 0 100.0000 0.0000

Total Total 14922525 12145829 81.3926 12145829 0 100.0000 0.0000 Whether resolution is Pass or Not. Yes

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Resolution (9) Resolution required: (Ordinary I Special) Special

Whether promoter/promoter group are interested in the agenda/resolution? No

Description of resolution considered Continuation of payment of remuneration to Executive Directors who are Promoters in

excess of threshold limits as per SEBI (LODR) (Amendment) Regulations, 2018.

No. of shares No. of votes % of Votes polled

No. of votes - No. of votes-%of votes in

% of Votes against Category Mode of voting

held polled on outstanding

in favour against favour on votes

on votes polled shares polled

(1) (2) (3)=[(2)/(1)]*100 (4) (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100

Promoter E-Voting 9545746 100.0000 9545746 0 100.0000 0.0000

and Poll 9545746 0 0.0000 0 0 0 0

Promoter Postal Ballot (if applicable) 0 0.0000 0 0 0 0

Group Total 9545746 9545746 100.0000 9545746 0 100.0000 0.0000

E-Voting 2135810 86.2193 2110700 25110 98.8243 1.1757

Public- Poll 2477183 0 0.0000 0 0 0 0

Institutions Postal Ballot (if applicable) 0 0.0000 0 0 0 0

Total 2477183 2135810 86.2193 2110700 25110 98.8243 1.1757

E-Voting 464273 16.0116 464273 0 100.0000 0.0000

Public- Non Poll 2899596 0 0.0000 0 0 0 0

Institutions Postal Ballot (if applicable) 0 0.0000 0 0 0 0

Total 2899596 464273 16.0116 464273 0 100.0000 0.0000

Total Total 14922525 12145829 81.3926 12120719 25110 99.7933 0.2067 Whether resolution is Pass or Not. Yes

--------- -"" ---------

..-~·~·

OS

To,

PRATIK M. SHAH B.COM., F.C.S.

Company Secretanes

SCRUTINIZER' S REPORT

[Pursuant to rule section 108 of the Companies Act, 2013 and rule 20 of the Companies

Management and Administration) Rules, 2014]

The Chairman of 33rd Annual General Meeting ('AGM') nf the members of Nilkamal Limited

(the 'Company') held on Friday the 28th June, 2019 at 12:00 noon at Registered Office of the

Company situated at Survey No. 354/2 & 354/3, Near Rakholi Bridge, Silvassa - Khanvel

Road, Vasona, Silvassa - 396 230, Union Territory of Dadra & Nagar Haveli.

Dear Sir,

We, Pratik M. Shah, Company Secretaries, have been appointed as a scrutinizer in the meeting

of the Board of the Directors held on May 11, 2019 to conduct the following:

1) Remote e-voting process done by the shareholders of the Company pursuant to the

provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies

(Management and Administration) Rules, 2014; and

2) Electronic voting at the AGM under the provisions of Section 109 of the Companies Act,

2013 read with Rule 21 of the Companies (Management and Administration) Rules, 2014

on the resolutions contained in the notice to the 33rd AGM of the members of the

Company, held on the 28th June, 2019 at 12:00 noon at Registered Office of the Company

situated at Survey No. 354/2 & 354/3, Near Rakholi Bridge, Silvassa - Khanvel Road,

Vasona, Silvassa - 396 230, Union Territory of Dadra & Nagar Haveli.

3) Further to the above, we submit our report as under:-

i. The Company has entered into an arrangement with Link Intime India Private Limited

('LIIPL') the authorised agency, to provide remote e-voting facilities to all the members

who were eligible to take part in the remote e-voting.

ii. The remote e-voting period remained open from Tuesday the June 25, 2019 (10:00

a.m.) and ended on Thursday the June 27, 2019 (5:00p.m.).

iii.

vote on the resolutions (item no.

Company).

Add :. D/12, Riddhi Avenue, Off. New Link Road, Chikuwadi. Borivali (West), Mumbai - 400 092

Tel. No.: 022- 2898 3946 • Cell.: +91 - 98200 55798

Website : www.cspmshah.com • e-mail : [email protected] I [email protected]

Pratik M. Shah Company Secretaries

Continuation Sheet

iv. At the end of the remote e-voting period on June 27, 2019 at 5 :00 p.m., voting portal of

service provider was blocked forthwith .

v. After the announcement of polling at the AGM, the ballot box was duly locked by us and

kept for polling with due identification marks.

vi. There were 47 shareholders present at the meeting in person at the AGM.

vi i. Voting by poll at the AGM was carried out, but no member have casted their vote and

thus no poll papers were received.

viii. Post conclusion of AGM, votes cast through remote e-voting process were unblocked by

us at 1.30 pm in presence of Mr. Sonu Gupta and Ms. Henal Sheth who were not in the

employment of the Company.

Consolidated report on result of voting through electronic means and voting by poll is as

under:

Item No.1:-

Ordinary Resolution - To receive, consider and adopt the Aud ited Financial Statements

including the Audited Consol idated Financial Statements of the Company for the f inancial year

ended March 31, 2019, together with the Reports of the Board of Directors and the Auditors

thereon .

i. Voted in favour of the resolution :

Mode of Voting Number of Number of votes % of total

members cast by them number of val id

voted votes cast

Through e-voting 116 1,13,95,342 100

Through voting by Poll 0 0 0

Total 116 1,13,95,342 100

Page 2 of 11

Pratik M. Shah Company Secretaries

ii. Voted against the resolution :

Mode of Voting Number of

members

voted

Through e-voting 0

Through voting by Poll 0

Total 0

iii . Invalid votes :

Mode of Voting Number of

voted

Through e-voting

Through voting by Poll

Total

iv. Abstain/Not voted :

Mode of Voting Number of

voted

Through e-voting

Through voting by Poll

Total

Item No.2:-

Continuation Sheet

Number of votes % of total

cast by them number of valid

votes cast

0 0

0 0

0 0

members Number of votes cast by

them

0 0

0 0

0 0

members Number of shares held

2 9,34,819

0

2 9,34,819

Ordinary Resolution -To declare dividend on equity shares for the year ended March 31, 2019.

i. Voted in favour of the resolution:

Mode of Voting Number of Number of % of total number

members votes cast by of valid votes cast

voted them

Through e-voting 118 1,23,30,161 100

Through voting by Poll 0 0 0

Total 118 1,23,30,161 100

Page 3 of 11

Pratik M. Shah Company Secretaries

ii. Voted against the resolution :

Mode of Voting Number

members

voted

Through e-voting

Through voting by Poll

Total

iii. Invalid votes :

Mode of Voting Number

voted

Through e-voting

Through voting by Poll

Total

iv. Abstain/Not voted :

Mode of Voting Number

voted

Through e-voting

Through voting by Poll

Total

Item No.3:-

Continuation Sheet

of Number of % of total number

votes cast by of valid votes cast

them

0 0 0

0 0 0

0 0 0

of members Number of votes cast by

them

0 0

0 0

0 0

of members Number of shares held

0 0

0 0

0 0

Ordinary Resolution -To appoint a Director in place of Mr. Hiten V. Parekh (DI N: 00037550),

who retires by rotation and being eligible, offers himself for re-appointment.

i. Voted in favour of the resolution:

Mode of Voting Number of Number of % of total number

members votes cast by of valid votes cast

voted them

Through e-voting 118 1,23,30,161 100

Through voting by Poll 0 0 0

Total 118 1,23,30,161 _,.,--;;:: ;--.... 100

w :£. F 31 v-(.~ ( . 401 _G) ,..; ~

:tS-6-: 'b~'y

Pa e 4 of 11 (/ * l\ g

Pratik M. Shah Company Secretaries

ii . Voted against the resolution :

Mode of Voting Number

members

voted

Through e-voting

Through voting by Poll

Total

iii. Invalid votes :

Mode of Voting Number

voted

Through e-voting

Through voting by Poll

Total

iv. Abstain/Not voted :

Mode of Voting Number

voted

Through e-voting

Through voting by Poll

Total

Item No.4:-

of

0

0

0

of

of

Continuation Sheet

Number of % of total number

votes cast by of valid votes cast

them

0 0

0 0

0 0

members Number of votes cast by

them

0 0

0 0

0 0

members Number of shares held

0 0

0 0

0 0

Ordinary Resolution -To ratify and confirm appointment of M/s. B. F. Modi and Associates, Cost

Accountants (Firm Registration No.6955) as Cost Auditors of the Company to conduct audit of

cost records of the Company for the financial year 2019-20 at remuneration of Rs.3.50 Lakhs

(Rupees Three Lakhs Fifty Thousand Only) plus applicable taxes and reimbursement of out of

pocket expenses at actual.

i. Voted in favour of the resolution:

Mode of Voting Number

Through e-voting

Through voting by Poll

Total

members

voted

of

118

0

118

Number of

votes cast by

them

1,23,30,161

0

1,23,30,161

Page 5 of 11

% of total number

of valid votes cast

100

0

100

Pratik M. Shah Company Secretaries

Continuation Sheet

ii. Voted against the resolution :

Mode of Voting Number of Number of % of total number

members votes cast by of valid votes cast

voted them

Through e-voting 0 0 0

Through voting by Poll 0 0 0

Total 0 0 0

iii. Invalid votes :

Mode of Voting Number of members Number of votes cast by

voted them

Through e-voting 0 0

Through voting by Poll 0 0

Total 0 0

iv. Abstain/Not voted :

Mode of Voting Number of members Number of shares held

voted

Through e-voting 0 0

Through voting by Poll 0 0

Total 0 0

Item No.5:-

Special Resolution - Continuation of Directorship of Mr. K. Venkataramanan (DIN 00001647),

as an Independent Director of the Company, after attaining the age of 75 years till the

completion of his present term i.e. up to conclusion of the Thirty Fourth Annual General

Meeting to be held in the calendar year 2020.

i. Voted in favour of the resolution:

Mode of Voting Number of Number of % of total number

members votes cast by of valid votes cast

voted them

Through e-voting 117 1,21,45,829 100

Through voting by Poll 0 0 0

Total 117 1,21,45,829 100

Page 6 of 11

Pratik M. Shah Company Secretaries

ii. Voted against the resolution :

Mode of Voting Number

members

voted

Through e-voting

Through voting by Poll

Total

iii. Invalid votes :

Mode of Voting Number

voted

Through e-voting

Through voting by Poll

Total

iv. Abstain/Not voted :

Mode of Voting Number

voted

Through e-voting

Through voting by Poll

Total

Item No.6:-

of

0

0

0

of

of

Continuation Sheet

Number of % of total number

votes cast by of valid votes cast

them

0 0

0 0

0 0

members Number of votes cast by

them

0 0

0 0

0 0

members Number of shares held

--'-1 1,84,332

0 0

1 1,84,332

Special Resolution- To approve re-appointment of Mr. Mahendra V. Doshi (DIN: 00123243) as

an Independent Director of the Company, not liable to retire by rotation, for a second term of

five years from the date of Annual General Meeting of the Company to be held in the calendar

year 2019.

i. Voted in favour of the resolution :

Mode of Voting Number of Number of % of total number

members votes cast by of valid votes cast

voted them

Through e-voting 114 1,21,20,719 100

Through voting by Poll 0 0 0

Total 114 1,21,20,719 ~10M~ 99.79

I~ ~:i FCS :77~ ~ Page 7 of 11 ~ COP·7 ,.-., ..... 0 =t:. ....... ~ ~

(Yet * }..~~ ~

Pratik M. Shah Company Secretaries

ii. Voted against the resolution :

Mode of Voting Number

members

voted

Through e-voting

Through voting by Poll

Total

iii. Invalid votes :

Mode of Voting Number

voted

Through e-voting

Through voting by Poll

Total

iv. Abstain/Not voted :

Mode of Voting Number

voted

Through e-voting

Through voting by Poll

Total

Item No.7:-

of

3

0

3

of

-

of

Continuation Sheet

Number of % of total number

votes cast by of valid votes cast

them

25,110 100

0 0

25,110 0.21

members Number of votes cast by

them

0 0

0 0

0 0

members Number of shares held

1 1,84,332

0 0

. 1 1,84,332

Special Resolution - To approve re-appointment of Mr. Mufazzal S. Federal (DIN: 03409798)

as an Independent Director of the Company, not liable to retire by rotation, for a second term

of five years from the date of Annual General Meeting of the Company to be held in the

calendar year 2019.

i. Voted in favour of the resolution:

Mode of Voting Number of Number of % of total number

members votes cast by of valid votes cast

voted them

Through e-voting 117 1,21,45,829 100

Through voting by Poll 0 0 0

Total 117 1,21,45,829 /."'fri";; 100

~ Page 8 of 11 (::e' FC5 :7~~ ~} ~ COP:74 ~ ~ ~

<Yo' * ...... t>~ -

Pratik M. Shah Company Secretaries

Continuation Sheet

ii . Voted against the resolution :

Mode of Voting Number of Number of % of total number

members votes cast by of valid votes cast

voted them

Through e-voting 0 0 0

Through voting by Poll 0 0 0

Total 0 0 0

iii. Inva lid votes :

Mode of Voting Number of members Number of votes cast by

voted them

Through e-voting 0 0

Through voting by Poll 0 0

Total 0 0

iv. Abstain/Not voted :

Mode of Voting Number of members Number of shares held

voted . Through e-voting 1 1,84,332

Through voting by Poll 0 0

Total 1 1,8 4,332

Item No.8:-

Special Resolution - To approve re-appointment of Mr. S. K. Palekar (DIN: 01723670) as an

Independent Director of the Company, not liable to retire by rotation, for a second term of five

years from the date of Annual General Meeting of the Company to be held in the calendar year

2019.

i. Voted in favour of the resolution:

Mode of Voting Number of Number of % of total number

members votes cast by of valid votes cast

voted them

Through e-voting 117 1,21,45,829 100

Through voting by Poll 0 0 0

Total 1 17 1, 21,45,829

Page 9 of 11

Pratik M. Shah Company Secretaries

ii. Voted against the resolution :

Mode of Voting Number

members

voted

Through e-voting

Through voting by Poll

Total

iii . Invalid votes :

Mode of Voting Number

voted

Through e-voting

Through voting by Poll

Total

iv. Abstain/Not voted :

Mode of Voting Number

voted

Through e-voting

Through voting by Poll

Total

Item No.9:-

of

0

0

0

of

of

Continuation Sheet

Number of % of total number

votes cast by of valid votes cast

them

0 0

0 0

0 0

members Number of votes cast by

them

0 0

0 0

0 0

members Number of shares held

1 1,84,332

0 0

1 1,84,332

Special Resolution - Continuation of payment of remuneration to Mr. Sharad V. Parekh,

Mr. Hiten V. Parekh, Jt. Managing Director, Mr. Manish V. Parekh, President and Executive

Director (Furniture) and Mr. Nayan S. Parekh, President and Executive Director (Material

Handling) as per the existing terms and conditions as approved by the shareholders at the

AGM held on August 4, 2015.

i. Voted in favour of the resolution:

Mode of Voting Number of Number of % of total number

members votes cast by of valid votes cast

voted them

Through e-voting 114 1,21,20,719 100

Through voting by Poll 0 0 0

Total 114 1,21,20,719 &~P4A 99.79

· t~~ Page 10 of 11 (:i FCS:713~ ,.,.,) ~ COP :740 ~~ .,.,. ~

y'~ ~~'Y (/ * ~ -

Pratik M. Shah Company Secretaries

ii . Voted against the resolution :

Mode of Voting Number

members

voted

Through e-voting

Through voting by Poll

Total

iii. Invalid votes :

Mode of Vot ing Number

voted

Through e-voting

Through voting by Poll

Total

iv. Abstain/Not voted :

Mode of Voting Number

voted

Through e-voting

Through voting by Poll

Total

of

3

0

3

of

of

Continuation Sheet

Number of % of total number

votes cast by of valid votes cast

them

25,110 100

0 0

25,110 0.21

members Number of votes cast by

t hem

0 0

0 0

0 0

members Number of shares held

1 1,84,332

0 0

1 1,84,332

ix. Based on the above voting, al l resolutions ca rried on with requisite majority,

accordingly, we request the Chairman of 33rd Annual General Meeting to announce the

results of the meeting .

x . The registers and all other relevant papers relating to e-voting shall remain in our safe

custody until the Chairman considers, approves and signs the minutes of the aforesaid

33rd Annual General Meeting and thereafter the same shall be handed over to the

Company Secretary for their safe keeping.

Place: Mumbai

Date: 29th June, 2019

Page 11 of 11

Pratik M. Shah

Company Secretaries

FCS: 7431

C.P. No. 7401