d,rt* a//, %,* tushar vora & associates - welcast steels services... · tushar vora &...

d,r"t"* a//, %,*I l Com . LL.B. (SPL.), F.C.S.

1 .

TUSHAR VORA & ASSOCIATESReport ofScrutinizer

lPursuant to Section 108 of the Companies Act, 2013 and Rule 20 (4) (xii) of Companies (Management andAdministration) Rules, 20141

To,The Chairman of45th Annual General Meeting ofthe members ofWelcast Steels Limited,1 1 5 , G V M M E s t a t e ,0dhav Road,0dhav,Ahmedabad-382410

Dear Sir,

V".yttrr'y &*r,.s".;*

Subiect: Scrutinizer's Consolidated Report on E-voting and Poll conducted

pursuant to the provisions of Section 108 and 109 of the Companies

Act. 2013 ["the Act") read with Rule 20 and 21 of Companies

(Management and Administrationl Rules. 2014.

I, Tushar Vora appointed as Scrutinizer by

i. the Board of Directors of Welcast Steels Ltd. [the Company] for the purpose of scrutinizing the e-

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

the Companies [Management and Administration] Rules, 2014 as amended vide Notification dated

19th March,2015 and

ii. the Chairman of the 45th Annual General Meeting, on poll under the provisions of Section 109 of the

Companies Act, 2013 read with Rule 21 of the Companies [Management and Administrationl Rules,

2014, on the resolutions contained in the Notice of the 45th Annual Ceneral Meeting (AcM) of the

members of the Company, held on Monday 14th August, 2017 at 11.30 a.m. at H. T. Parekh Convention

Center, Ahmedabad Management Association, ATIRA Campus, Dr. Vikram Sarabhai Marg, Ahmedabad-

1 5 .

The Management of the Company is responsible to ensure the compliance with the requirement of the

Companies Act, 2013 and Rules relating to e-voting and poll on the resolutions contained in the Notice

convening the 4Sth Annual General Meeting of the members of the company, My responsibility as a

scrutinizer for the e-voting process and for poll at the AGM is restricted to make a Scrutinizer's Report of

the votes cast "in favour-" or "against" the resolutions stated above, based on the reports generated from

the e-voting system provided by Central Depository Services 0ndia) Limited and voting by poll conducted

at the said meeting venue,

As requi red under Rule 21[2] o f the companies [Management and Adminis t rat ion] Rules,2014, Ihave

issued separate Scrutinizer's Report dated 14th August, 2017 on the Poll on the resolutions contained in

the Not ice of the AcM.

32, Arpan Society, Nr. Mayur High School, Paliyad Nagar, Naranpura, Ahmedabad - 3800Phone : 079-2791 2121 Mobile : 98258 45205 E-mail : [email protected]

firrfor,VZToro

B.Com., LLB. (SPL.), F.C.S.

TUSIIAR VORA & ASSOCIATESC"ryZy ile",eto"a*"

4 I have also issued sepatate Suutinueis Reportdeted 14th August, 2017 0n e.r,oting on the resolutionscontained in the Notice o[ lhe AGM.

5, As required under Rule 20[a][xii] of the Companies lManagement and Administration] Rules, 2014, I

submit herewith my consolidated Report on the results ofe-voting together with that of Poll as under:

ItemNo. ofthe

Notice

Ordinary /SpecialResolution

Votes in favour oftheResolutions

Votes Against theResolutions

Invalid Votes

Nos. % oftotalvalid votes

castsIFavour

andAsainstl

Nos. o/o of totalvalid votes

castsIFavour and

Against]

Nos.

I 0rdi naryResolution

4937 64 100 00 00 00

2 0rdinaryResolution

4937 64 100 00 00 00

3 OrdinaryResolution

4937 64 1 0 0 00 0 0 00

+ 0rdinaryResolution

4937 64 1 0 0 00 00 00

5 Ord inaryResolution

493764 1 0 0 00 00 00

6 0rd inaryResolution

1 6 1 0 3 1 0 0 00 00 00

7 SpecialResolution

4937 64 1 0 0 00 00 00

Practicing Company SecretaryScrutinizerFCS: 3459, COP: 1745

Place : AhmedabadDate : 14th August, 2016

Name: Tushar Vora

{"ttt* arft. %t*BCom. LLB (SPL) , fCS

Subiect: Scrutinizer's Report on E-voting conducted pursuant to the provisions of Section 108 of thc

Companies Act. 2013 ("the Act") read with Rule 20 (4](xiil of comparics-l-Maragenlst--ardAdministrati onLBules-?.OlL

TUSHAR VORA & ASSOCIATES

Wr,r1,*y Srorrto,rt*Report of Scrutinizer

IPursuant to Section 108 of the Companies Act, 2 013 and Rule 20 (4) fxiiJ of Companies (Management and

AdministrationJ Rules, 20141

To,The Chairman of45th Annual General Meeting ofthe members ofWelcast Steels Limited,1 1 5 , G V M M E s t a t e ,0dhav Road, 0dhav,Ahmedabad- 382 410

Dear Sir,

1 . l, Tushar Vora, Practicing company secretary, appointed by the Board of Dilectors of welcast

steels Limited ("the company"l as a scrutinizer for the purpose of scrutinizing the E-voting pfocess

and ascertaining the requisite majority on e-voting carried out as per the provisions of Section 108

of the companies Act , 2013 read wi th Rule 20 of the companies [Management and Adminis t rat ion]

Rues,2014 on the below ment ioned resolut ion[s) , conta ined in the Not ice to the 45th Annual Gencra]

Meeting of the Equity Shareholders of the Company to be held on Monday, the 14rh August, 2017 at

11.30 A.M. at H. T. Parekh Convent ion center , Ahmedabad Management Associat ion, ATIRA Campus,

Dr. Vikram Sarabhai Marg, Ahmedabad-15.

The Management of the Company is responsible to ensure the compliances with the requirements of

the Companies Act,2013 and Rules relating to voting through electronic means on the Resolutions

contained in the Notice to the 45th Annual Ceneral Meeting [AGM) of the members of the Company.

My responsibility as a Scrutinizer for the E-voting process is restricted to make a Scrutinizer's Report.

of the votes cast "in favour" or "against" the resolutions stated below, based on the reports generated

from the E-voting system provided by central Depository services (lndia) Limited IcDSL), the

authorized agency to provide the E-voting facilities, engaged by the Company.

Further to the above, I submit my report as under:

2 .

3 .

11.

The Company has availed E-voting facility offered by Central Depository Services (lndia)

L imi ted (CDSL) for conduct ing E-vot ing by the shareholders of the Company.

The Members of the Company as on the "Cut Off' date i.e. 7th August, 2017 wcre entitled to

vote on the resolutions (ltems Number 1 to 7 as set out in Notice of 45th AGM of the

Company).

ii i. The e-voting period commenced on Friday, 11th August, 2017 (09 0O A.M ) to Sunday, 13ti'

August , 2017 (5.00 P.M. l , The votes cast were unblocked on 14th August , 2017 in the

presence of rwo wi tnesses, Mr. Lay Desai and Mr. Smit Upadhyay who were not in thc

employment of the Company. They have signed below in confirmation of votes being

unblocked in their presence.

I r ' 0Smit Upadhyay

Arpan Society, Nr. MayurPhone : 079-2791 2121

High Nagar, Naranpura, Ahmedabad - 38001398258Mobi le 45205 E-mail : [email protected]

9.,/",gTfu",.I].Com., LLB. (SPL.), F.Q.S.

I'USIIAR VORA & ASSOCIAT-ES

Number of Membersvoted

Number of votes cast bythem

o/o oltotal number of valid votescast IFavour and Againstl

2 l 493730 100

( l l ) Vored against the resolut ion:


Number ofvotes cast bythem

% of total number of valid votescast fFavour and Againstl

N i l N.A. N.A.

(ll l)lnvalid Vores

Total number of members whose votes weredeclared invalid

Tota l number ofvotes cast by them

Nil N,A,

(lV) No members abstained from voting on this resolution.

Item No. 2 - Ordinar.v Resolution

Resolution to declare Dividend on Equity Shares lor the Financial year 2016_17.

(lJ Voted in favour ofthe resolutron:

0l) Voted against the resolution:

(l l l l Invalid Votes


Tota l number o f vo tes cas t by them

Nil N,A.

Gttr-/ ff, eczetanlea

iv Thereafter, the details containing inter qria, rist of equiry shar.ehorders, who voted ,,for,,,"agajnst" to each of the resolutions that were put to vote , were generated from the e_votingwebsite of Central Depository Services (tndia) Limited (CDSL), i.e. w.w.w.evotino tndia.com anibased such reports generated, the result of e_votins is as under:

Item Ne. 1 _ Ordinarv Resolution

Resolution to receive, consider and adopt the Audited Barance sheet as at the year ended 31.,March/ 2017 and the statement of profit and Loss of the company for the year ended on that dateand the ReporB of the Directors and Auditors thereon.

{lJ Voted in favour of the resolution:



o/o oFtotal number of valid votescast IFavour and Againstj

21, 49373Q 100



% oftotal number of valid votescast IFavour and Againstl

N i l N.A. N.A.

flVJ No members abstained from voting on this resolution.

frili,Atr7",.B.Con., LLB. (SPL.), F.C.S.

TUSHAR VORA

Item No. 3 - Ordinarv Resolution

& ASSOCIATESG",gu-r7 fiu".eto-"en

Resolution to appoint a Director in place of Mrs. Ithushali Samip Solanki [DIN: 07008918], whoretires by rotation and being eligible, offers herselffor re-appointment.

fll Voted in favour the ofresolution:

Number oi Membersvoted


o/o oftotal number ofvalid votescast fFavour and Asainstl

21 493730 100

(l I) Voted against the resolution:

( l l l ) lnva l id Votes


Total number of votes cast by them

Nil N.A,

(lV) No members abstained from voting on this resolution

Item No. 4 - Ordinarv Resolution

Resolution to appoint of M/s. Canapathraj & Co., Chartered Accountants [lCAl Firm Registration

No.000846S1 as Statutory Auditors of the Company to hold office from the conclusion of

45thAnnual General Meeting until the conclusion of the 50h Annual General Meeting and to fix

their remuneration.

(l) Voted in favour ofthe resolution:



%o of total number of valid votescast IFavour and Againstl

21 4937 3Q 100

(ll) Voted against the resolution:



o/o oftotal number of valid votescast IFavour and Against]

Ni l N.A. N.A.



Tota l number of votes cast by (hem

Ni l N,A.

UV) No members abstained from voting on this resolution.

32, Arpan Society, Nr. Mayur High School, Paliyad Nagar, Naranpura, Ahmedabad - 380013Phone : 079-2791 2121, Mobi le : 98258 45205, E-mai l :cstusharvora@gmai l .com



o/o of total number of valid votescast IFavour and Against]

Ni l N,A. N.A,

TonFo,ff7",oB.collt., LLB. (SPL.), F.C.S.

Item No, 5 - Ordinary Resolution

Resolution to rati$/ the remuneration of Rs. 60,000/- to M/s. Kiran J. Mehta & Co. Cost

Accountants appointed by the Board of Directors on the recommendations of the Audit Committee

to conduct the Audit of Cost Records pertaining of the Company for the Financial Year ending on

31"tMarch 2018.

fl) Voted in favour ofthe resolutlon:



% of tota l number ofva l id votescast IFavour and Againstl

21 4937 3Q 1 0 0

(lll Voted against the resolution:

(ll l) Invalid Votes

Total number of members whose voteswere declared invalid

Total number ofvotes cast by them

Ni l N.A.


Item No, 6 - Ordinary Resolution

Resolution to approve related party ransaction with M/s AIA Engineering Limited- Holding

Company of the Company.

I l ) Voted in favour of the resolut ion:



% oftotal number of valid votescast IFavour and Asainstl

2 0 r6069 100

0I) Voted against the resolution:

Number of M embersvoted


% of total number of valid votescast IFavour and Againstl

N i l N.A. N.A.

(lll)Invalid Votes


Total number ofvotes cast by them

N i l N.A.

(lVl No members abstained from voting on this resolution.

32, Arpan Society, Nr. Mayur High School, Paliyad Nagar, Naranpura, Ahmedabad - 380013Phone : 079-2791 2121, Mobile : 98258 45205, E-mail : [email protected]

TUSIIAR VORA & ASSOCIATESC"nyorT Uecz'etaian


Number ofvotes cast bytnem

o/o of total number of valid votescast IFavour and Against]

Ni l N.A, N,A,

famAf TonB.Conr., LLB. (SPL.), F.C.S.

Practicing Company SecretaryScrutinizer

FCS:3459COP: 1745

Place r AhmedabadDate :14thAugust2017

Item No, 7 - Special Resolution

Resolution to adopt and replace existing set of Articles of the Company with a new set of Article

of Association containing regulations in accordance with the provision of the New Act and the

Rules made thereoi

fll Voted in favour ofthe resolution:



% of tota l number ofva l id votescast IFavour and Aaainst]

2T 493730 1 0 0



Number ofvotes cast bytnem

% of total number of valid votescast IFavour and Against]

Ni l N.A. N,A.



Tota l number o[votes cast by them

Ni l N.A.


TuffilAn Y1nA e Af60QIATnsGo"ga*ty Teczelar/ee

Name-: Tushar Vora

532, Arpan Society, Nr. Mayur High School, Paliyad Nagar, Naranpura' Ahmedabad - 380013

Dh^nA n7q-t7o.1 ,1r1 I\ I^hi la . OA)^R 45)OS F-mail cstusharvoraloomail .COm

{,*'- a///. oy{"*B Com. LL.B. (SPL.). F.C.S.

TUSHAR VORA & ASSOCIATESV".tV.'rr,y &*r*t" rkt

FORM No. MGT-13

Report ofScrutinizer

I P u r s u a n t t o s e c t i o n l 0 9 o f t h e c o m p a n i e s A c t , 2 0 l 3 a n d R u l e 2 l [ 2 ) o f c o m p a n i e s I M a n a g e m e n t a n dAdministration) Rules, 20141

To,The Chairman of45th Annual General Meeting ofthe members ofWelcast Steels Limited,1 1 5 , G V M M E s t a t e ,0dhav Road, Odhav,Ahmedabad-382410

The 45th Annual General Meeting of the members of welcast steels Limited (the company) held on

Monday, the 14rh August, 2077 at 71.30 A.M. at H. T. Parekh Convention Center, Ahmedabad

Management Association, ATIRA Campus, Dr. Vikram Sarabhai Marg, Ahmedabad-15.

Dear Sir,

I, Tushar Vora, Practicing Company Secretary, appointed as Scrutinizer for the purpose of the poll taken

on the below mentioned resolution(s), at the 45th Annual General Meeting of the Equity Shareholders of

Welcast Steels Limited held on Monday, the 14th August, 2077 at 1I.30 A.M. at H. T. parekh Convention

Center, Ahmedabad Management Association, ATIRA Campus, Dr. Vikram Sarabhai Marg, Ahmedabad^1S,

submit my repor t as under :

1. One ballot box kept for polling at the venue of the general meeting was locked in my presence with

due identification marks placed by me.

2. After closing of voting by the members present at the meeting, the locked ballot box was

subsequently opened in my presence and poll papers were diligently scrutinized. The poll papers

were reconciled with the records maintained by the Company/Register and Transfer Agent of the

Company and the authorizations/proxies lodged with the Company.

3 There were no poll papers, which were incomplete and/or which were otherwise found defective.

4. The result of the poll is as under:

32, Arpan Society, Nr. Mayur High School, Paliyad Nagar, Naranpura, Ahmedabad - 380013D! .^^^ n7O a ' r61 t .1a1 nn^h i l - OatAa ^E)dE E m^ i l ^ .+ ' ' -h6n,^ r -41^m- i l ^^m

,%,fr,aT7",o

B,Com,, LI,B, ($Pt,), F,C,S,

Item No. 7 - Ordinan, Resolution

Resolution to receive, consider and adopt the Audited Balance Sheet as at the year ended 31"March,201.7 and the Statement of Profit and Loss of the Company for the year ended on thatdate and the Reports of the Directors and Auditors thereon.

(l) Voted in favour of resolution:

Number of Members presentand voting (in person orproxyl

Number ofvotes cast bythem IShares)

% oftotal number of val idv0tes cast

6 34 1 0 0

(l l) Voted against the resolution:

0 l l ) lnva l id Votes

Item No12 - Ordinarv Resolution

Resolution to declare Dividend on Equiry Shares for the Financial Year 2016-17.

(l) Voted in favour ofresolution:

(l l) Voted against the resolution:

0ll) Invalid Votes

32, Arpan Society, Nr. Mayur High School, Paliyad Nagar, Naranpura, Ahmedabad - 38001Phone : 079-2791 2121 , Mobile: 98258 45205, E-mail : [email protected]

TUSIIAR VORA & ASSOCIAT-ES

Goryot!/ fieaetanat

Number of Members presentand voting [in person ororoxvl

Number of votes cast bythem (SharesJ

% of tota l number of va l idvores cast

N i I N.A, N.A.

Total number of members present and voting(in person or proxy) whose votes weredeclared invalid

Total number of votes cast by them(Shares)

Ni l N.A.

Number of Members presentand voting (in person ororoxvl

Number ofvotes cast bythem (Shares)

o/o of total number of validvores cast

6 34 100

Number of Members presentand voting (in person orDroxy I

Number ofvotes cast bythem (Shares)

o/o of total number of validvotes cast

Ni I N.A. N.A.

Total number of members present and voting(in person or proxy) whose votes weredeclared invalid

Tola l number o f vo tes cas t by them(Sharesl

N i l N.A,

T:USHAR VORA & ASSOCIATESZ""fr,.Vf m""B.Con., LLB. (SPL.)' F.C.S


(lllJ Invalid Votes


(l l l) lnvalid Votes

3

32. Aroan Societv, Nr. Mayur High School, Paliyad Nagar' NaranPura'Atrmedab:9 -t-too'

% of totut number of validNumber ofvotes cast bYthem (Shares)

Number of Members Presentand voting (in Person or

Gotgo*y Ueoetaz,ie"

Item No' A - Ordinary Resolution

Resolution to appoint a Director in place of Mrs Khushali Samip Solanki [DlN:07008918]' who

retires by rotation and being eligible, offers herself for re-appointment

t l ) Voted in favour of resolut ion:

Number of Members Presentand voting [in Person or

Number of votes cast bYthem (SharesJ

o/o oftotal number of validvotes cast

6 34 1 0 0

Item No' 4 - Ordinarv Resolution

Resolution to appoint of M/s Ganapathraj & Co ' Chartered Accountants IlCAl Firm Registration

No.000846S1 as Statutory Auditors of the Company to hold office from the conclusion of

4sthAnnual General Meeting unttl the conclusion of the 50th Annual General Meeting and to rix

their remuneratlon.


Number of Members Presentand voting (in Person orproxy)

Number ofvotes cast bY

them (Shares)[o of total number of valid

votes cast

1006 34

Tota l nu mber ofvotes casl bY LhemTtA **b" t

" f tembers present and vo[ ing

(in person or proxyJ whose votes were

% of to ta l n u mber of va l idNumber ofvotes cast bYthem (Shares)


Tota l number o fvo tes cas t bY themfo ta t nurnUe. o f .embers p resent and vo t ing

(in person or proxy) whose votes were

T'USIIAR VORA& ASSOCIATESfro,rZr,VT7"roB.Com., LLB. (SPL.)' F.C.S'

Item No' 5 - Ordinaru Eqsolution

Resolution to ratify the remuneration of Rs 60'000/- t0

Accountants appointed by the Board of Directors on the

Committee to conduct the Audit of Cost Records pertaining

Year ending on 31't March 2018'


Gry<yUeoetanbo

M/s. Kiran J. Mehta & Co Cost

recommendat ions o f the Aud i t

of the ComPanY for the Financial


fll l) Invalid Votes

Item No' 6 - Ordinqry Resolution

Resolution to approve related party transaction with M/s AIA Engineering Limited- Holding

CompanY ofthe ComPanY

( l ) Voted in favour of resolut ion:


(ll l) Invalid Votes

[o of to t i ] number of va l idNurnber of votes cast bY


[o of total number ofvalidNumber of votes cast bY

Number of Members Presentand vot ing [ in Person or

T6talnufrber" ofuotes cast bY themTota-l nutb.t of tnembers present and

voting (in person or proxy) whose votes

were declared inval id

o/o=if total number of validi \umber of votes cast bY

them (ShareslNumber of Members Presentand voting Iin Person or

o/o of total number ofvalidfrumber ofvotes cast bYNumber of Members Presentand voting [in Person or

totrt ^trnl* of uotes cast bY themT"t"l

"r*b"t "f *embers Present and

voting (in person or proxy) whose votes

were declared invalid

4

"' ̂ '3ii,l"l1?Y:)!lY#{ T'liJlSS!i,i[1li?Xl;i1THi?'ff'TAT:3i ;ff *

tr*[-Jtr7*.B.Con., LLB. (SPL.), F.C.S.

Company with a new set of

the provision of the New Act



Number of votes cast bYthem (Shares)

o/o of total number of validvotes cast

Ni l N.A. N.A.

0ll) Invalid Votes

A compact Disc (CDl containing a list of Equity Shareholders who voted "FOR"' "AGAINST' and those

whose votes were declared invalid for each resolution is enclosed'

The poll papers and all other relevant records were sealed and handed over to the Company

Secretary/Director authorize by the Board for safe keeping'

Practicing ComPanY SecretarY

ScrutinizerFCS: 3459, COP: 1745

Place : AhmedabadDate ; 14th August,2017

32, Arpan Society, Nr. MayurPhone : 079-2791 2121'

Number of Members Presentand voting [in Person or

Number ofvotes cast bYthem (Shares)

% oftotal number of val idvotes cast

6 34 1 0 0

TUSHAR VORA & ASSOCIATES

CrryoUileoetuna

Item No' 7 - SPeciaI Resolution

Resolution to adopt and replace existing set of Articles of the

Article of Association containing regulations in accordance with

and the Rules made thereol

(l) Voted in favour of resolution:

5

Hioh School, Paliyad Nagar' Naranpura Ahmedabad - 380013

M;bile : 98258 45205, E-mail : cstusharvora@gmail com

Total number ofvotes cast bY themTotal number of members present ano

voting (in person or proxyJ whose votes

were declared invalid

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