nilkamal limited - nse
TRANSCRIPT
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
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--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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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
--------- -"" ---------
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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