7. To appoint Mr. Samir Kumar Dutta (DIN: 07824452) as ...€¦ · Whole-Time Director, Mr. Rama...

Date: 23rd September, 2017

To, The Manager, Listing Department, The Bombay Stock Exchange Limited (Designated Stock Exchange) Scrip Code: 526409 PJ Towers, Dalal Street, Mumbai - 400 001 Fax: 022 - 2272 3121/2037/39/41/61/1072

- - - - - - - - - - - -

- ! j u b ~ m c ~ d m s o ~ e 3 2 " ' AniWarGeneral Meeting of Kkalpana Industries (India) Limited held on 23rd September, 2017, pursuant t o Regulation 30 of SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Dear Sir,

The 32" Annual General Meeting of the Members of the Company was held on Saturday, 23rd day of September, 2017'at 10:OO A.M. at "Gyan Manch, 11 Pretoria Street, Kolkata - 700 071.

Mr. Narrindra Suranna (DIN: 00060127), Chairman & Managing Director of the Company, chaired the proceedings of the Meeting.

After verifying the attendance register and proxies, the Chairman declared that the required ,

quorum was present and called the meeting to order. The Quorum was present throughout the meeting. The Chairman announced that the Register of Director's Shareholding, Register of Members and other statutory records as per the provisions of the Companies Act, 2013 and rules thereof were available for inspection by the members of the company.

Mr. Narrindra Suranna (DIN: 00060127), Chairman & ManaAngDirectomlangwith Mr. Ra,iesh ------------

Kothari (DIN: 02168932), Whole-Time Director, Dr. Pranab Ranjan Mukherjee (DIN: 00240758), Whole-Time Director, Mr. Rama Kant Mishra (DIN: 06882372)) Director, Mr. Samir Kumar Dutta (DIN: 07824452), Director, Mr. Jitendra Tiwari, Senior President, Mr. I.C.Dakalia, CFO and Ms. Tanvi Panday (Membership No. ACS 31176), Company Secretary of the Company and representative of Statutory Auditors and the Secretarial Auditor were present at the meeting. The Chairman informed the shareholders present that Mrs. Mamta Binani (DIN: 00462925) Independent Director of the Company could not attend the Annual General Meeting due t o some domestic exigencies.

Thereafter, the Chairman delivered his speech. He gave an overview of the financial performance of the Company for the financial year ended 31St March, 2017 and i t s future outlook. He further informed that there is no qualification, reservation or adverse remark i Auditors' Report on the financial statements and the report of the Secretarial Auditors Company.

Regd. OCRce : 2B, Pretoria Street, Kolkata - 700 071 -Fin& Tel. : +9 1-33-2282 37441451367 1199, Fax : +9 1-33-2282 3739, E-mail : [email protected]

Mumbai a c e : 106, Laxmi Plaza, Laxrni Industrial Estate, New Link Road,Andheri (West), Mumbai - 400 053, India . TeI. : +9 1-22-6702 147017 1/72, Fax : +9 1-22-6702 1473. E-mail : [email protected]

The Chairman declared with the permission of the members that the notice convening the 3znd Annual General Meeting and the Directors' Report having been circulated already, be taken as read.

All the business proposed before the 32" Annual General Meeting were conducted as per the provisions of the Companies Act, 2013, the Rules made there under, Listing Regulations and the applicable circulars/ guidelines issued by the Ministry of Corporate Affairs;

The Chairman informed that remote e-voting facilitywas provided to all the members entitled to vote, on all resolutions set forth in the notice in terms of Regulation 44 of the SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the provisions of the Companies Act, 2013 and the Rules made there under and Secretarial Standard-2(SS-2) on "General Meetings" issued by The.Institute of Company Secretaries of India. The remote e- voting commenced on Wednesday, 20th September, 2017 at 09:OO A.M. and ended on Friday, 22" September, 2017 at 05:OO P.M.

The Chairman invited the Members t o raise questions, offer comments or seek clarifications on the annual report and accounts or any of the items stated in the Notice of the 32" AGM of the Company. Upon the members completing their submissions, the Chairman furnished requisite clarifications to all the relevant queries raised by the members.

After the items set out in the notice of AGM dated 3oth ~ a ~ , 2017 and its Addendum dated loth August, 2017 convening the AGM on 23rd September, 2017 were transacted, there was voting through ballot paper also for which ballot papers were handed over t o the concerned shareholders present. The Authorized Representatives of the Scrutinizer Mr. Ashok Kumar Daga were also present to facilitate the ballot voting.

6

The Items set out in the Notice for which the approvals from the Shareholders were sought are as follows:

ORDINARY BUSINESS: 1. To adopt the Audited Balance Sheet as at 31st March, 2017 and the Statement of Profit*

& Loss Account and cash flow statement for the year ended as on that date and the '

Reports of the Directors and Auditors thereon. 2. To appoint a Director in place of Dr. Pranab Ranjan Mukherjee (DIN - 00240758), who'

retires by rotation and being eligible, offers himself for reappointment. 3. To appoint MIS. B.Mukherjee & Co., Chartered Accountants (Firm Registration No. 1

I 302096E) as Statutory Auditors of the Company and fixing their remunerati I

1

TmU I

Rcgd. Office : 2B, Pretoria Street, Kolkata - 700 07 1 Tel. : +9 133-2282 37611451367 1199, Fax : +9 1-33-2282 3739, E-mail : [email protected]

i I 1

Mumbai Office : 106, Laxmi Plaza, Laxmi lndusuial Estate, New Link Road,Andheri (West), Mumbai - 400 053, India Tel. : +9 1-22-6702 1470/7 1172, Fax : +9 1-22-6702 1473, E-mail : [email protected]

SPECIAL BUSINESS: 4. To Ratify Remuneration payable t o the Cost Auditors of the Company for the Financial

year ended March 31,2018. 5. To approve the Re-appointment of Mr. Narrindra Suranna (DIN: 00060127) as Managing

Director of the Company 6. To approve the Re-appointment of Mr. Pranab Ranjan Mukherjee (DIN: 00240758) as

Whole Time Director (Technical) of the Company 7. To appoint Mr. Samir Kumar Dutta (DIN: 07824452) as Independent Director of the

Company

The Chairman concluded the meeting stating that the voting results shall be available on the website of the company www.kkalpanagroup.com and also on the website of NSDL and Stock Exchanges where the shares of the company are listed, within forty-eight hours from the conclusion of this meeting.

Please take the above information on record. This is a summary of the proceedings of the 32nd Annual General Meeting and may not be regarded as the Minutes of the Meeting.

The details of combined voting (E-voting and Ballot Voting) as required under regulation 44(3) of SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015, will be sent to you immediately after receipt of the Scrutinizers Report.

Should you require any further information/ clarifications in this regard, please contact Ms. Tanvi Panday (Membership No. ACS 31176), Company Secretary at Phone No. 033 2282 3744 or at e-mail id: [email protected]

Thanking You

Yours faithfully

For Kkalpana Industries (India) Limited

Tin; P* Tanvi Panday (Membership No. ACS 31176) (Company Secretary)

CC : 1. The Calcutta Stock ExchangeaLimited, 7, Lyons Range, Kolkata - 700 001.

. '*' 4.:, Regd. OIlke : 2B, Pretoria Stteet, Kolkata - 700 07 1

Tel. : +3 1 -33-2%2 37441451367 1199, Fax : +9 1-33-2282 3739, E-mail : [email protected]

Mumbai Office : 106, Laxmi Plaza, Laxmi Industrial Estate, New Link Road,Andheri (West), Mumbai - 400 053, India Tel. : +9 1-22-6702 147017 1/72, Fax : +9 1-22-6702 1473, E-mail : [email protected]

Date: 23rd September, 2017

To, The Manager, Listing Department, The Bombay Stock Exchange Limited (Designated Stock Exchange) PJ Towers, Dalal Street, Mumbai -400 001 Fax: 022 - 2272 3121/2037/39/41/61/1072

Sub: Voting Results of 32nd Annual General Meeting of Kkalpana lndustries (India) Limited held on 23rd September, 2017.

Dear Sir, F

In continuation to our letter dated 23rd September, 2017, we would like to inform you that the Scrutinizer Mr. Ashok Kumar Daga, (Membership No. FCS 2699 and COP No. 2948), Practicing Company Secretary, Kolkata has submitted his report on Saturday, 23rd September, 2017.

Please find enclosed herewith the following:

*:* Voting results as required under Regulation 44 of the SEBl (Listing Obligations and Disclosure Requirements) Regulations.

*:* Report of the Scrutinizer dated September 23, 2017, pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014.

Kindly take the information on record and oblige.

Thanking You

Yours faithfully

For Kkalpana lndustries (India) Limited

-ranw- Prn* Tanvi Panday (ACS-31176) Company Secretary

CC: 1: The Calcutta Stock Exchange Limited, 7;'Lyons Range, Kolkata -700 001.

. - Red. O f k c : 28, Pretoria Street, Kolkata - 700 07 1 . Tel. : +9 1-33-2282 37441451367 1199. Fax : +9 1-33-2282 3739, E-mail : blkata@~lponrco.in

Mumbd Omce : 106, Lvrmi Plaza. Lumi Industrial Estate, New Link Road.Andheri (West). Mumbai - 400 053. India Tel. : +9 1-22-6702 147017 1/72, Fax : 9 1-22-6702 1473, E-mail : [email protected]

Voting results as required under Regulation 44 of the SEBl (Listing Obligations and Disclosure Requirements) Regulations.

I Serial No. I Particulars Details

I I September, 2017 I 1

1 2

Date of AGM Total No. of shareholders as on cut-off date, i.e, 16'~

3

Agenda wise disclosure

- Saturday, 23rd September, 2017 7510

4

The mode of voting for all resolutions was remote e-voting, which was conducted between Wednesday, 20th September, 2017 at 09:OO A.M. and Friday, 22"d September, 2017 at 05:OO P.M. over NSDL Platform and Ballot voting at the venue of AGM.

No. of shareholders present in the meeting either in person or through proxy: Promoter and Promoter Group Public

Given below is the resolution wise consolidated result of remote e- voting and ballot voting at the AGM.

3 116

No. Of shareholders attended the meeting through video conferencing: Promoter and Promoter Group Public

Details of Agenda: Ordinarv Business

No video conferencing facility was arranged.

Resolution No. 01: Adoption of the Audited Balance Sheet as at 31* March. 2017 and the Statement of Profit & Loss Account and Cash Flow Statement for the vear ended as on that date and the Reports of the Directors and Auditors thereon. .

Resolution Required (Ordinary/Special) Whether promoter/promoter group interested in the Agenda/Resolution

www. kkalpanagroup.com

Ordinary b

The Promoter/Promoter Group of the Company to thd extent of their respective shareholding are deemed td/

CIN : L 19202WB 1985PLC03943 i .

C

Regd. OIllce : ZB, Pretoria Street, Kolkata - 700 07 1

Tel. : +9 1-22-6702 147017 1/72, Fax : +9 1-22-6702 1473, E-mail : [email protected]

Category

Promoter and Promoter

be interested or concerned in the said Resolution. No. of votes in favor

(4) 69264870

0

Mode of voting

E- Voting Poll

No. of votes against

(5) 0

0

No, of shares held

(1)

69268375

% of votes in favour on votes polled

(6)=(4)/(2)* 100 100.00

0.00

No. of votes polled

(2) 69264870

0

% of vot against o v o t e polled '

(7)=[5)/(2)*10q 0.00

0.00

% of votes polled on outstanding shares (3)=(2)/(1)*100

99.995

0.00

Resolution No. 02: Appointment of Director in place of Dr. Pranab Ranian Mukheriee (DIN - 90240758). who retires bv rotation and being elinible, offers himself for reappointment.

Resolution Required Ordinary (Ordinarv/S~ecial) Whether promoter/promoter group interested in the The Promoter/Promoter Group of the Company to the Agenda/Resolution extent of their respective shareholding are deemed to

be interested or concerned in the said Resolution.

Category Mode No. of No. of % of votes No. of No. of % of votes in % of votes of shares votes polled on votes in votes favour on against on

I

i voting held polled outstanding favour against votes polled votes polled

shares

(1) (2) (3)=(2)/(1)*100 (4) (5) (6)=(4)/(2) * 100 (7)=(5)/(2) *I00 - -

Promoter E- 69264870 99.995 69264870 0 100.00 0.00 and Voting 69268375 Promoter Poll 0 0.00 0 0 0.00 0.00 Group Total 69264870 99.995 69264870 0 100.00 0.00

Public E- 0 0.00 0 0 0.00 0.00 Institutions Voting 4000 6

Poll 0 0.00 0 0 0.00 0.00 I

Total 0 0.00 0 0 0.00 0.00 I

Public Voting

Institutions

Total Total 194072930 182577276 1 87.780 1 82577266 1 10 1 99.99999 0.00001 /

I

R e d . O i k e : 28, Pretoria Street, Kolkata - 700 071 Tel. : +9 1-33-2282 37441451367 1/99, Fax : +9 1-33-2282 3739, E-mail : [email protected] .

M c e : 106. bxrni Plaza. Laxmi Industrial Estate, New Link Road.Andheri (West). Mumbai - 400 053. India Tel. : *9 1-22-6702 147017 1172. Fax : +9 1-22-6702 1473. E-mail : r n ~ m b a i @ k l a l ~ ~ ~ ~ . ~ ~ . i ~


CIN : L 19202WB 1985PLC03943 1

(1) Promoter E-

Group Total

I I

Public I E- lnstitutions Voting 4000 w

I Total I I

Public Voting

Institutions 24800555

Total 1 Total 1 94072930

Resolution No. 05: Re-appointment of Mr. Narrindra Su of the Com~any

I Resolution Required

anna (DIN: 00060127) as Managing Director

Special 1 (Ordinary/Special) Whether promoter/promoter group interested in the The Promoter/Promoter Group of the Company to the

extent of their respective shareholding are deemed to be interested or concerned in the said Resolution. No. of No. of % of votes in % of votes votes in votes favour on against on favor . against votes polled votes polled

b

(4) . (5) (6)=(4)/(2)* 100 (7)=(5)/(2)* 100 69262870 0 100.00 0.00

Category Mode No. of of shares voting held

No. of % of votes votes polled on polled outstanding

shares (3)=(2)/(1)*100

69262870 99.992 and Promoter 0.00 Group Total 69262870 99.992

I Public I E- I I 0 1 0.00

I Total I 0 0.00 I I I I I

Public I E- 1 13319471 1 53.706

.-

Regd. O l k e : 28, Pretoria Street, Kolkata - 700 07 1 .

Tel. : +9 1-33-2282 37441451367 71/99. Fax : +9 1-33-2282 3739. E-mail : kolkata@kkalp~na.co.in

Mumbai OMce : 106, b m i Plaza, Laxmi Industrial Estate, New Link Road,Andheri (West), Mumbai - 400 053. India Tel. : +9 1-22-6702 1 47017 1/72, Fax : +9 1-22-6702 1473. E-mail : mumbai@kblpanrcain

www.kkalpanagroup.com

CIN : L 19202WB l9ePLC03943 1

- r v *$&,&ww(*)- Non- Voting Institutions 24800555

Poll 5250 0.021 5250 0 100.00 0.00 Total 13324721 53.728 13324711 10 99.9999 0.0001

Total 94072930 82587591 87.791 82587581 10 99.99999 0.00001 - 1

Resolution No. 06: Re-appointment o f Dr. Pranab Ranian Mukheriee (DIN: 00240758) as Whole Time Director (Technical) of the Company 1

Resolution Required Special , (Ordinary/Special) Whether promoter/promoter group interested in the The Promoter/Promoter Group of the Company to the Agenda/Resolution extent of their respective shareholding are deemed to ,

be interested or concerned in the said Resolution. Category Mode No. of No. of % of votes No. of No. of % of votes in % of votes

of shares votes polled on votes in votes favour on against on voting held polled outstanding favour against votes polled votes polled

shares (1) (2) (3)=(2)/(1)*100 (4) (5) (6)=(4)/(2)* 100 (7)=(5)/(2)*100 I

Promoter E- 69264870 99.995 69264870 0 100.00 0.00 I and Voting 69268375 Promoter Poll 0 0.00 0 0 0.00 0.00 Group Total 69264870 9.995 69264870 0 100.00 0.00

Public E- 0 0.00 0 0 0.00 0.00 Institutions Voting 4000

Poll 0 0.00 0 0 0.00 0.00 1

Total 0 0.00 0 0 0.00 0.00 I I

I Public E- 13319471 53.706 13319461 10 99.9999 0.0001 :

Non- Voting b 1 .

Institutions 24800555 I

Poll 5250 0.021 5250 0 100.00 0.00 Total 13324721 53.728 13324711 10 99.9999 0.0001

Total 94072930 82589591 87.793 82589581 10 99.99999 0.00001

Resolution No. 07: Appointment of Mr. Samir Kumar Dutta (DIN: 07824452) as Independent Director of the Company

I Resolution Required I Ordinary

- -

Whether promoter/promoter group interested in the The Promoter/Promoter Group of the

1 Agenda/Resolution extent of their respective

. '? R@. OICke : ZB, Pretoria Street, Kolkata - 700 07 1

Tel. : +9 1-33-2282 37441451367 1199, Fax : t 9 1-33-2282 3739. E-mail : [email protected]

Mumbd Omce : 106. Laxmi Plaza, Laxmi Industrial Estate, New Link Road.Andheri (West). Mumbai - 400 053, India Tel. : +9 1-22-6702 147017 1172, Fax : +9 1-22-6702 1473, E-mail : [email protected]

www.kkalpanagroup.com

CIN : L 19202WB 1985PLC03943 I

Category Mode No. of No. of % of votes of shares votes polled on voting held polled outstanding

shares

(1) (2) (3)=(2)/(1)* 100 Promoter E- 69264870 99.995 and Promoter Group

Voting 69268375

Total 69264870 99.995

be interest No. of votes in favor

!d or concerned in the said Resolution. No. of 1 % of votes in 1 % of votes votes favour on against on against' votes polled votes polled

Public IE- I I 0 1 0.00 1 0 I 0 1 0.00 1 0.00 1

0 0.00 0 0 0.00 0.00 Total 0 0.00 0 0 0.00 0.00

Public E- 13307156 53.657 13307146 10 99.9999 0.0001 Non- Voting Institutions 24800555

Poll 5250 0.021 5250 0 100 0.00 Total 13312406 53.678 13312396 10 99.9999 0.0001

Total 94072930 82577276 87.780 82577266 10 99.99999 0.00001 Note: All the aforesaid resolutions were passed with requisite majority.

Red . Office : 2B, Pretoria Street, Kolkata - 700 07 1 . Tel. : +9 1.33-2282 37441451367 1199, Fax : +9 1-33-2282 3739, E-mail : [email protected]

numb4 a c e : 106, Laxmi Plaza, Laxmi Industrial Estate, New Link Road,Andheri (West), Mumbai - 400 053, India Tel. : +9 1-22-6702 147017 1172, Fax : +9 1-22-6702 1473, E-mail : [email protected]


CIN : L l9202WB 1985PLC03943 I

I

0$ AshouHT,,?;FsProctising Compony Secretory

SCRUTINIZER'S REPORT

[Pursuant to Section 108 of the Companies Act,2013 and Rule 20of the Companies

(Management and Administration) Rules, 20141

ToThe Chairman,

32nd Annual General Meeting

KKALPANA INDUSTRIES (INDIA) LIMITED28, PRETORIA STREET, KOLKATA_ 7OO O7I

1. APPOINTMENT AS SCRUTINIZERI was appointed as Scrutinizer for the remote e-voting as well as the voting conducted at the

Annual General Meeting (AGM) of the KKALPANA INDUSTRIES (INDIA) LIMITED(herein after referred to as the Company) held on Saturday,23'd day of Septembe\ 2017 at

10.00 a.m.at Gyan Manch, l l, Pretoria Street, Kolkata -700 071.

2. DISPATCH OF NOTICE CONVEMNG THE MEETINGThe Company has informed that, on the Basis of the Register of Members and the list ofBeneficiary owners made available by the depositories, the Company completed dispatch of

the Notiee of the AGM;

i. By Speed Post to 891 members

ii. By Registered Post to 6591 members

3. CUT-OFF DATEThe Voting rights were reckoned as on l6th September, 2017 being the cut-off date for the

purpose of deciding the entitlements of members at the remote e-voting and voting at the

meeting.

AVANI OXFORD, PHASE II136, JESSORE ROAD, BLOCK - 1

FLAT # 18,1ST FLOORKOLKATA - 7OOO55

Phone : +91 33 32916865Mobilc : 09831036425, 09830236425E-mail : [email protected]

?racticing ComPafiY SecretarY

FCS-26e9 & CP-z948

Name of the Company KKALPANA INDUSTRIES (INDIA) LIMITED

Meeting 32no Annual General Meeting

Date & Time Saturday, 23'" day of September,2llT at 10.00 a.m.

Venue Gyan Manch, I l, Pretoria Street, Kolkata -700 071

Office : 1, Crooked Lane, 2nd Floor, Room # 212, Kolkata - 700 069, W.8., India

4. Remote E-Voting:4.1Agency:The CompanY had aPPointed

platform.

NSDL as the agency for providing the remote e-voting

4.2 Remote e-voting:

Remote e-voting platform was open from 09.00 a.m. on Wednesday' 20th Septembet,20lT,to

05.00 p.m. on Friday, 22nd September,2017 and members were required to cast their vote

electronically conveying their assent or dissent in respect of the Resolutions, on the remote e-

voting platform Provided bY NSDL'

5. Voting at the AGM:5.1 As prescribed under Rule 20(4)(xiii) of the companies (Management and Administration)

Amendment Rules, 2015, for the purpose of ensuring that the members who have cast their

votes through remote e-voting do not vote again at the general meeting, the scrutinizer shall

have access, after closure oiperiod of remote e-voting and before the start of the general

meeting, to only such details relating to members who have cast their vote through remote e-

voting, such as their names, folios, number of shares held, but not the manner in which they

have voted.

5.2 Accordingly, NSDL provided us with the names, DP Id / folio numbers and the

shareholding of the members who had cast their votes through remote e-voting'

5.3 The company had provided facility of Ballot voting at the venue of the meeting to those

members who had not casted their vote through remote e-voting'

6. Counting Process

6.1 On ComPletion of voting at the

who had cast their votes' with their

Resolutions.

meeting, NSDL provided us with the List of Members

holding details and details of the Vote on each of the

6.2 Thevotes were reconciled with the Records maintained by the company and RTA with

respecttotheauthorizations/proxieslodgedwiththecompany.

6.3 I unblocked the e-voting results on the NSDL E- voting platform before Ms' Rittika

Gupta and Ms. Deepika Gupta who are not in employment of the company and downloaded

the E-voting results.

t\li{-t-?

\-/-r t- 1----(-j,.,,ASHOK KUMATdKGA-

Practicing ComPanY SecretarY

FCS-2699 & Cp-Zq+g

7. Results

7,I I observed that -

i. 2 members have casted their votes through the Ballot- voting facility provided atthe meeting.

ii. l7 members had cast their votes through remote e- voting.

7.2 The Consolidated Results with respect to each item on the agenda set out in the notice ofAGM dated 30ftMay,2017 is enclosed.

7.3 Based on aforesaid results, Ordinary Resolutions contained in Item No. 1 to Item No.4 &Item No. 7 and Special resolution contained in Item No. 5 to Item No. 6 has been passed withthe requisite majority.

7.4 "I\e Registers, all other papers and relevant records relating to e-voting and ballot papers

shall be remain in our safe custody till the Chairman considers, approves and signs the

minutes of the aforesaid Annual General Meeting and thereafter the same will be handed over

to the Company.

Dated: 23.09.2017

Place: Kolkata?racticing ComPanY SecretarY

FCS.2699 & CP-2948

Item No.1:-

To receive, consider and adopt the Audited Balance Sheet as at 31't March,20LTrtheStatement of Profit & Loss Account and Cash Flow Statement for the year ended as on

that date and the Reports of the Directors and Auditors thereon.

Based on aforesaid Results, Ordinary Resolution Contained in Item no. I of the Notice dated

30thMay, 20l7has been passed with requisite majority.

Item No.2

To appoint a Director in place of Dr. Pranab Ranjan Mukherjee (DIN -{0240758)'

wtro ietires by rotation and being eligible, offers himself for reappointment'

Based on aforesaid Results, Ordinary Resolution Contained in Item no. 2 of the Notice dated

30thMay, 2017 has been passed with requisite majority'

'$,'-Practicing ComPanY Sg;retarY

FCS-2699 & CP-2948

NUMBER OF MEMBERS NUMBER OF VOTES CONTAINEDIN

,hAGE

REMOTEE-VOTING

BALLOTVOTINGATAGM

TOTAL REMOTEE-VOTING

BALLOTVOTINGATAGM

TOTAL oh oFTOTALVOTESCASTED

ooFTOTALNO. OFISSUEDSHARES

ASSENT t6 2 l8 8258433 I 5250 82589581 100 87.80

DISSENT I 0 1 10 0 10 0 0

INVALID 0 0 0 0 0 0 0 0

TOTAL t7 2 t9 82584341 s250 82589591 100 87.80

NUMBEROFMEMBERS NUMBER OF VOTES CONTAINEDIN

%AGE

REMOTEE-

VOTING

BALLOTVOTINGATAGM


BALLOTVOTINGATAGM

TOTAL o/o OFTOTALVOTESCASTED

,h oFTOTALNO. OFISSUEDSIIARES

ASSENT l5 2 t7 82572016 5250 82577266 100 87.78

DISSENT I 0 I t0 0 t0 0 0

INVALID 0 0 0 0 0 0 0 0

TOTAL l6 2 t8 82s72026 5250 82577276 100 87.78

Item No.3

To appoint auditors and fix their remuneration.

,,RESOLVED THAT pursuant to the provisions of Section 139 and 142 of theCompanies

Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 and the

Companies (Audit and Auditors) Rules, 2014 (including any statutory modification,

amendment, substitution or re-enactment thereof for the time being in force), IWs B.

Mukherjee & Co., Chartered Accountants, Kolkata (Firm Registration No. 302096E), being

eligible and willing to act as Auditors and having furnished certificate pursuant to Seetion

139 of the Companies Act,2013, be and is hereby appointed as the Statutory Auditors of the

Company, to hold office for a term of five conseiutiv-e years from the conclusion of this 32nd

Annual General Meeting until the conclusion of 37e Annual General Meeting of the

Company, at a fee of Rupees 3, I 0,000/- for the year 2017 -18 plus taxes as applicable, as also

reimbursement of actual travel and out of pocket expenses incurred incidental to their

functions and subject to ratification of the appointment and fixation of remuneration for the

relevant year at the Annual General Meeting in each of the subsequent years during the

aforesaid term of their appointment."

,,RESOLVED FURTHER THAT the Board of Directors of the Company (including its

Committee thereof), be and is hereby authorized to do all such acts, deeds, matters and things

as may be considered necessary, desirable or expedient to give effect to this resolution."


30thMay, Z}lThasbeen passed with requisite majority.

I ra_cticing Compa ny Secreta ryFCS-2699 & cP-2948


VoAGE

REMOTEE-VOTING

BALLOTVOTINGATAGM


BALLOTVOTINGATAGM

TOTAL o/o OFTOTALVOTESCASTED

o/, OFTOTALNO. OFISSUEDSHARES

ASSENT l5 2 l7 82s72016 5250 82577266 100 87.78

DISSENT 0 l0 0 r0 0 0

INVALID 0 0 0 0 0 0 0 0

TOTAL l6 2 l8 82572026 5250 82577276 100 87.78

Item No.4

Ratilication of Remuneration pavable to the Cost Auditors of the Companv for theFinancial year ended March 31.2018

"RESOLVED THAT pursuant to Section 148 and other applicable provisions, if any, of theCompanies Act,2013 and the Companies (Audit and Auditors) Rules, 2014 (including anystatutory modification(s) or re-enactment(s) thereof, for the time being in force, the Companyhereby confirms and ratifies the remuneration of Rs.25000/-plus taxes as applicable and out-of-pocket expenses, as recommended by the Audit Committee of the Board and Board ofDirectors of the Company, payable to IWs. D.Sabyasachi & Co., who are appointed as CostAuditors of the Company on the recommendation of Audit Committee to conduct Audit ofthe cost accounting records pertaining to plastic compounds and other manufacturing items ofthe Company for the year ending 31st March ,2018.

RESOLVED FURTHER THAT the Board of Directors of the Company, be and is herebyauthorized to do all such acts ,things, deeds and matters which are connected therewith orincidental thereto and take all necessary steps, as may be necessary, proper or expedient, togive effect to this resolution."


30thMay, 2017 has been passed with requisite majority.

,J,---\ ' 7;;>'at -ASHOK KUMAd DAGA

?racticing ComPanY SecretarY

FCS-z699 & CP-z94t

NUMBER OF MEMBERS NUMBER OF VOTES CONTAINEDIN

%AGE

REMOTEE.VOTING

BALLOTVOTINGATAGM


BALLOTVOTINGATAGM

TOTAL "/o OFTOTALVOTESCASTED

'oFTOTALNO. OFISST]ED

SHARES

ASSENT l6 2 l8 8258433 I 5250 82589581 100 87.80

DISSENT I 0 I l0 0 l0 0 0

INVALID 0 0 0 0 0 0 0 0

TOTAL t7 2 l9 8258434t 5250 82589591 100 87.80

l-

Item No.5

Reappointment of Mr. Narrindra Suranna as a Manaqinq Director

"RESOLVED THAT in accordance with the recommendation of Nomination and

Remuneration Committee of the Board of Directors and provisions of Section l96,l97and198 and other applicable provisions if any, of the Companies Act, 2013 (the Act) and the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,read withSchedule V to the Act, including any statutory modification(s) or reenactment thereof, for the

time being in force, and all other applicable guidelines relating to managerial remuneration

issued by the Ministry of Corporate Affairs, from time to time, or any other law and subject

to such other approvals, as may be necessary, and terms as are agreed to by the Board ofDirectors (hereinafter referred to as the "Board", which term shall be deemed to include any

committee thereof and any person authorized by the Board in this behalf), and as per the

relevant provisions of Articles of Association of the Company, consent of the members be

and is hereby accorded to the reappointment of Mr. Nanindra Suranna(DlN - 00060127) as

Managing Director of the Company, for aperiod of 5 (Five) years with effect from

01stAugust,20l7, upon the terms and conditions as are set out in the Statement annexed

hereto."

"RESOLVED FURTHER TFLAT the Board of Directors of the Company (hereinafter

referred to as the "Board", which term shall be deemed to include any Committee thereof and

any person authorized by the Board in this behalf; shall , in accordance with the statutory

limits/ approvals as may be applicable for the time being in force, be at full liberty to

revise/alter/modiff/amend/change the terms and conditions of the reappointment and

remuneration, from time to time, as may be agreed to by the Board and Mr. Narrindra

Surannan subject to the approval ofNomination and Remuneration Committee of the Board ofDirectors of the Company,provided, however, that the remuneration payable to Mr. Suranna

shall be within the limits set out in the Companies Act,20l3 and Schedule V to the said Act,

or any amendments thereto or any modification(s) or statutory re-enactment(s) thereof and /or

any rules or regulations framed there under."

RESOLVED FURTHER TFIAT the Board of Directors of the Company, be and is hereby

authorized to do all such acts ,things, deeds and matters which are connected therewith or

incidental thereto and take all necessary steps, as may be necessary, proper or expedient, to

give effect to this resolution."

g.ased on aforesaid Results, Special Resolution Contained in Item no. 5 of the Notice dated

Practicing Com pa nY SccretarY

FCS-z699 & CP-2e4E


V"AGE

REMOTEE-VOTING

BALLOTVOTINGATAGM


BALLOTVOTINGATAGM

TOTAL Vo OFTOTALVOTESCASTED

o/o OFTOTALNO. OFISSUEDSHARES

ASSENT l5 2 t7 82582331 5250 82587581 100 87.80

DISSENT l 0 I l0 0 t0 0 0

INVALID 0 0 0 0 0 0 0 0

TOTAL t6 2 l8 82582341 5250 82s87591 100 87.80

30thMay, 20l7has been passed with requisite majority.

I

Item No.6

Reappointment of Dr. Pranab Ranian Mukheriee as a Whole Time Director

"RESOLVED THAT in accordance with the recommendation of Nomination and

Remuneration Committee of the Board of Directors and provisions of Section l96,l97and198 and other applicable provisions if any, of the Companies Act, 2013 (the Act),read withSchedule V to the Act and the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, including any statutory modification(s) or reenactment thereof, forthe time being in force, and all other applicable guidelines relating to managerial

remuneration issued by the Ministry of Corporate Affairs, from time to time, or any other

law and subject to such other approvals, as may be necessary, and terms as are agreed to by

the Board of Directors (hereinafter referred to as the "Board", which term shall be deemed to

include any committee thereof and any person authorized by the Board in this behalf), and

as per the relevant provisions of Articles of Association of the Company, consent of the

members be and is hereby accorded to the reappointment of Dr. Pranab Ranjan Mukherjee

(DIN - 00240755) as Whole-Time-Director (Technical) of the Company, for a period of I(One) year with effect from Olst October,2017, upon the terms and conditions as are set out

in the Statement annexed hereto."

"RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter

referred to as the "Board", which term shall be deemed to include any Committee thereof and

any person authorized by the Board in this behalf) shall , in accordance with the statutory

limits/ approvals as may be applicable for the time being in force, be at full liberty to

revise/alterlmodifu/amend/change the terms and conditions of the reappointment and

remuneration, from time to time, as may be agreed to by the Board and Dr. Pranab Ranjan

Mukherjee subject to the approval of Nomination and Remuneration Committee of the Board

of Directors of the Company, provided, however, that the remuneration payable toDr.Mukherjee shall be within the limits set out in the Companies Act,2013 and Schedule V to

the said Act, or any amendments thereto or any modification(s) or statutory re-enactment(s)

thereof and lor any rules or regulations framed there under."

RESOLVED FURTHER THAT the Board of Directors of the Company, be and is hereby

authorized to do all such acts ,things, deeds and matters which are connected therewith or

incidental thereto and take all necessary steps, as may be necessary, proper or expedient, to

give effect to this resolution."

NUMBER OF VOTES CONTAINEI)

oh oFTOTALNO. OFISSUEDSHARES

82589581

ASHOK KUMAR D

lracticing CompanY SecretarYFCS-259) & CP-2948

INVALID 0 0 0 0 0 0 0 0

TOTAL t7 2 t9 82584341 5250 82589591 100 87.80

Based on aforesaid Results, Special Resolution Contained in ltem no. 6 of the Notice dated

30trMay, 2017 has been passed with requisite majority.

Item No.7

Apnointment of Mr. Samir Kumar Dutta as Independent Director

"RESOLVED THAT Mr. Samir Kumar Dutta (DIN 07824452), appointed by the Board ofDirectors as an Additional Director of the Company, with effect from 21't June, 2017

underprovisions of Section 161(l) of the Companies Act, 2013 ('othe Act") and theCompanies (Appointment and Qualification of Directors) Rules, 2014 and Article 122 of theArticles of Association of the Company, who holds office upto the date of this AnnualGeneral Meeting and is eligible for appointment and in respect of whom the Company has

received a notice in writing from a Member under Section 160 of the Act, signiffing hisintention to propose the candidature of Mr. Samir Kumar Dutta for the office of Director, be

and is hereby appointed as a Director of the Company."

"RESOLVED FURTHER THAT pursuant tothe provisions ofSection 149, 150 and 152

and all other applicable provisions, if any, of the Companies Act, 2013 or any statutorymodification(s) or reenactment thereof and Article 123 of the Articles of Association of the

Company, Mr. Samir Kumar Dutta , who has submitted a declaration that he meets the

criteria of independence under Section 149(6) of the Act, and who is eligible for appointment

as an Independent Director , be and is hereby appointed as an Independent Director of the

Company for a period of five (5) consecutive years up to the fifth consecutive AGM of the

Company to be held in the year 2022,whose period of office shall not be liable to retirement

by rotation ."


lOtrAugust, 2017 has been passed with requisite majority.

. arr3lgin_f Compa ny Secreta ryFQS.?699 & cP-294t

NUMBEROFMEMBERS NUMBER OF VOTES CONTAINEI)IN

V"AGE

REMOTEE-VOTING

BALLOTVOTINGATAGM

TOTAL REMOTEE.VOTING

BALLOTVOTINGATAGM

TOTAL Vo OFTOTALVOTESCASTED

o/o OFTOTALNO. OFISSUEDSHARES

ASSENT l5 2 t7 82572016 5250 82577266 100 87.78

DISSENT I 0 I r0 0 l0 0 0

TNVALID 0 0 0 0 0 0 0 0

TOTAL l6 2 l8 82572026 5250 82577276 100 87.78

7. To appoint Mr. Samir Kumar Dutta (DIN: 07824452) as ...€¦ · Whole-Time Director, Mr. Rama...

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