OS BHAIRAV H. SHUKLA · OS BHAIRAV H. SHUKLA (M. COM., FCS) PRACTISING COMPANY SECRETARY...

OS BHAIRAV H. SHUKLA (M. COM., FCS)

PRACTISING COMPANY SECRETARY

Scrutinizer's Report- Combined

Consolidated Report of Scrutinizer's on remote e-voting and voting by poll at the 11th' Annual General Meeting

To

[Pursuant to Sections 108 and 109 of the Companies Act, 2013 and rules 20 and 21 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies

(Management and Administration) Amendment Rules, 2015)

The Chairman of 11th Annual General Meeting of the Equity Shareholders of SHAHLON SILK INDUSTRIES LIMITED held on Monday, 30th September, 2019 at 11.00 a.m. at the Corporate Office of the Company situated at 3rd Floor, Dawer Chambers, Nr. Sub Jail, Ring Road, Surat - 395002, Gujarat, India.

Dear Sir,

Sub.: Combined Scrutinizers' Report on remote e-voting and voting by poll in terms of provisions

of the Companies Act, 2013 read with Rule 20 and Rule 21 of the Companies (Management and

Administration) Rules, 2014 as amended by the Companies (Management and Administration)

Amendment Rules, 2015 and Regulation 44 of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 for 11th Annual General Meeting (AGM} of SHAHLON SILK

INDUSTRIES LIMITED held on Monday, 30th September, 2019 at 11.00 a.m. at 3rd Floor, Dawer

Chambers, Nr. Sub Jail, Ring Road, Surat - 395002, Gujarat, India.

1. I, BHAIRAV H. SHUKLA, Practicing Company Secretary (Membership No.: F 6212; C.P. No.:

5820}, was appointed as a Scrutinizer by the Board of Directors of SHAH LON SILK INDUSTRIES

LIMITED ("the Company") pursuant to the provisions of Section 108 of the Companies Act,

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

2014 ("the Rules") as amended by Companies (Management and Administration) Amendment

Rules, 2015 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements), 2015

for the purpose of scrutinising the remote e-voting process and ascertaining the requisite

Page I of 13

105-106, JOLLY PLAZA, BESIDE G. P. COLLEGE, ATHWAGATE. SURAT-395 001. (GUJARAT.)

PH . : (026 l) 2463622, 4057879, M: 98254 05078 e-mail : [email protected]

majority on e-voting carried out on the resolutions contained in the notice to the 11th Annual

General Meeting ("AGM") of the Members of the Company, held on Monday, 30th September,

2019 at 11.00 a.m. at the Corporate Office of the Company situated at 3rd Floor, Dawer

Chambers, Nr. Sub Jail, Ring Road, Surat - 395002, Gujarat;

2. The Company had availed the remote e-voting facility provided by Central Depository

Securities (India) Limited (CDSL) for conducting the remote e-voting by the shareholders of the

Company. The remote e-voting commenced on 26th September, 2019 (9.00 a.m.) to 28th

September, 2019 (5.00 p.m.).

3. On the basis of the votes exercised by the Shareholders of the Company through remote e

voting, I have issued separate Scrutinizer's Report dated 30th September, 2019 on the remote

e-voting.

4. Under the provisions of Section 109 of the Companies Act, 2013 read with Rule 21 of the

Companies (Management and Administration) Rules, 2014 as amended by Companies

(Management and Administration) Amendment Rules, 2015, I, Bhairav H. Shukla, Practicing

Company Secretary, (Membership No.: F 6212; C. P. No.: 5820), was appointed as the

Scrutinizer to conduct the poll process in fair and transparent manner on all the resolutions

contained in the notice to the 11th AGM of the Members of the Company held on Monday, 30th

September, 2019 at 11.00 a.m. at the Corporate Office of the Company situated at 3rd Floor,

Dawer Chambers, Nr. Sub Jail, Ring Road, Surat - 395002, Gujarat.

5. We have issued separate Scrutinizers' Report dated 30th September, 2019 on the poll taken on

all the resolutions contained in the notice to the 11th AGM ofthe Company.

6. We submit herewith our combined report on the result of e-voting together with that of Poll

as under: I,

Bhairav H. Shukla (PCS) /Scrutinizer Report - 2019 / Shahlon Silk Industries Limited of 13

I. Ordinary Business:

A. Resolution No. 1: (To pass as an Ordinary Resolution) To consider and adopt the Audited Financial Statement for the year ended 315

t March, 2019, together with the reports of the Board of Directors and Auditors thereon.

(i) Voted IN FAVOUR of the Resolution

Number Members voted

of

Number of votes cast by them

% of Total Number of valid votes cast

Remote E-voting

**28

4315805

100%

(ii) Voted AGAINST of the Resolution


of

Number of votes cast by them % of Total Number of valid votes cast

(iii) Invalid Votes


of


Remote E-voting

Nil

Nil

Nil

Remote E-voting

Nil

Nil

Voting by Poll (Members present

and voted in person

Total

or proxy) --+-----------i

*14

7670744

100%


and voted in person

42

11986549

100%

Total

or proxy) ---+------------,

Nil

Nil

Nil


and voted in person or proxy)

Nil

Nil

Nil

Nil

Nil

Total

Nil

Nil

,~, -t~c~ airav H. Shukla (PCS) /Scrutinizer Report - 2019 / Shahlon Silk Industries Limited of 13

- -- -- ------

B. Resolution No. 2: (To pass as an Ordinary Resolution) To declare dividend on equity shares for the financial year ended on 31.03.2019.



of


Remote E-voting

**28

4315805

100%



of


(iii) Invalid Votes


of


Remote E-voting

Nil

Nil

Nil

Remote E-voting

Nil

Nil



*14

7670744

100%

Voting by Poll (Men:ibers present


Nil

Nil

Nil



Nil

Nil

,~~) .. . ... ' Bhrurav H. Shukla (PCS) /Scrutm1zer Report - 2019 / Shahlon SIik Industries Limited

Total

42

11986549

100%

Total

Nil

Nil

Nil

Total

Nil

Nil

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C. Resolution No. 3: {To pass as an Ordinary Resolution) To appoint a Director in place of Shri Dhirajlal R. Shah (DIN 00010480), Director who retires by rotation and being eligible, offers himself for re-appointment



of


Remote E-voting

**28

4315805

100%



of



(iii) Invalid Votes

Remote E-voting

Nil

Nil

Nil

Voting by Poll {Members present


*14

7670744

100%



Nil

Nil

Nil

Remote E-voting Voting by Poll (Members present



of Nil Nil


Nil Nil

Total

42

11986549

100%

Total

Nil

Nil

Nil

Total

Nil

Nil

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(i)

D. Resolution No. 4: (To pass as an Ordinary Resolution) To re-appoint Auditors and fix their remuneration.

Voted IN FAVOUR of the Resolution


and voted in person

Total

or proxy) '---------+- ------ -----l


of


**28

4315805

100%



of


(iii) Invalid Votes


of


Remote E-voting

Nil

Nil

Nil

Remote E-voting

Nil

Nil

,~,d,:,}.

*14

7670744

100%


and voted in person

42

11986549

100%

Total

or proxy) '---------+------------l

Nil

Nil

Nil



Nil

Nil

Nil

Nil

Nil

Total

Nil

Nil

Bhairav H. Shukla (PCS) /Scrutinizer Report - 2019 I Shahlon Silk Industries Limited of 13

11. Special Business:

E. Resolution No. 5: (To pass as an Ordinary Resolution) To ratify the remuneration of Cost Auditors.



of


Remote E-voting

**28

4315805

100%



of


(iii) Invalid Votes


of


Remote E-voting

Nil

Nil

Nil

Remote E-voting

Nil

Nil


and voted in person

Total

or proxye....e) __ --+-------------l

*14

7670744

100%


and voted in person

42

11986549

100%

Total

or proxy) :....:.._--+---------~

Nil

Nil

Nil


and voted in person

Nil

Nil

Nil

Total

or proxy) ---1---------N i I Nil

Nil Nil

Bhairav H. Shukla (PCS) /Scrutinizer Report - 2019 I Shahlon Silk Industries Limited of 13

F. Resolution No. 6: (To pass as an Ordinary Resolution) To appoint Shri Vaibhav Jayantbhai Mehta as an Independent Director.


Remote E-voting Voting by Poll Total (Members present


Number of **28 *14 42 Members voted

Number of votes 4315805 7670744 11986549 cast by them

% of Total Number 100% 100% 100% of valid votes cast




Number of Nil Nil Nil Members voted

Number of votes Nil Nil Nil

cast by them

% of Total Number Nil Nil Nil

of valid votes cast

(iii) Invalid Votes



Nui:nber of Nil Nil Nil

Members voted

Number of votes Nil Nil Nil

cast by them

Y"sErJJ/ Bhairav H. Shukla (PCS) /Scrutinizer Report - 2019 I Shahlon Silk Industries Limited . of 13

G. Resolution No. 7: {To pass as a Special Resolution) To appoint Shri Nitin R. Shah as a Whole-time Director.



of


Remote E-voting

**28

4315805

100%



of


(iii) Invalid Votes


of


Remote E-voting

Nil

Nil

Nil

Remote E-voting

Nil

Nil



*14

7670744

100%



Nil

Nil

Nil



Nil

Nil .....

;~ I H

Total

42

11986549

100%

Total

Nil

Nil

Nil

Total

Nil

Nil

~~ Bhairav H. Shukla (PCS) /Scrutinizer Report - 2019 / Shahlon Silk Industries Limited of 13

I

H. Resolution No. 8: {To pass as a Special Resolution) To appoint Shri Arvind R. Shah as a Managing Director.


Remote E-voting

Number of **28 Members voted

Number of votes 4315805 cast by them

% of Total Number 100% of valid votes cast


Number of Members voted



(iii) Invalid Votes


of


Remote E-voting

Nil

Nil

Nil

Remote E-voting

Nil

Nil



*14

7670744

100%



Nil

Nil

Nil



Nil

Nil ~ " ~ ....... .

Total

42

11986549

100%

Total

Nil

Nil

Nil

Total

Nil

Nil

of 13

I. Resolution No. 9: (To pass as a Special Resolution) To appoint Shri Dhirajlal R. Shah as an Executive Chairman.




Number of **28 *14 Members voted Number of votes 4315805 7670744 cast by them % of Total Number 100% 100% of valid votes cast




Number of Nil Nil Members voted Number of votes Nil Nil cast by them % of Total Number Nil Nil of valid votes cast

(iii) Invalid Votes



Number of Nil Nil Members voted Number of votes Nil Nil

cast by them

Bhairav H. Shukla (PCS) /Scrutinizer Report - 2019 / Shahlon Silk Industries Limited

Total

42

11986549

100%

Total

Nil

Nil

Nil

Total

Nil

Nil

of 13

J. Resolution No. 10: (To pass as a Special Resolution) To appoint Sh ri Jayantilal R. Shah as a 'Head -Accounts & Legal ' to hold office or Place of Profit.


Remote E-voting

Number of **14 Members voted Number of votes 1385472 cast by them % of Total Number 100% of valid votes cast


Remote E-voting

Number of Nil Members voted Number of votes Ni l cast by t hem % of Total Number Nil of valid votes cast

(iii) Invalid Votes

Remote E-voting

Number of **14 Members voted Number of votes 2930333 cast by them



*07

468069

100%



Nil

Ni l

Nil



*07

7202675

Total

21

1853541

100%

Total

Nil

Nil

Nil

Total

21

10133008

i I.·

Bhairav H. Shukla (PCS) /Scrutinizer Report - 2019 / Shahlon Silk Industries Limited

Note:

** (In remote E- Voting) - as per the discussion held with the representative of the Company, 4 (Four) shareholders are having more than one Client ID / Folio No. We have clubbed their holding considering sole member.

* (In voting by poll) As per the discussion held with the representative of the Company, Eight (8) shareholders used a common / single ballot form for their two or three separate folios/Client ID. Hence, the same considered as single/ same holder and accordingly their holding of the shareholder (in different Client ID/ Folio) were clubbed.

7. The Management of the Company is responsible to ensure the compliance with the requirements of the Companies Act, 2013 and Rules relating to voting through electronic means and poll on all the resolutions contained in the Notice of the 11th AGM of the Members of the Company. Our responsibility as scrutinizers for the e-voting process and for poll at the 11th AGM is restricted to make a Scrutinizers' Report of the votes cast "in favour" or "against" the resolutions stated in the said notice, based on the report generated from the e-voting system provided by CDSL, the authorized agency engaged by the Company to provide e-voting facilities and M/s. Bigshare Services Private Limited (Registrar and Share Transfer Agent) and also at the time of poll taken at the 11th AGM.

crutini · g Company Secretary

. . No. 5820 FCS: F 6212 Date: 30th September, 2019.

Place: Surat

,,.. .... ~ . . .. .. .. .

~-;-:--:::::!,,...

' ,.·

Acknowledge receipt of the same For Shahlon Silk Industries Limited

~ Chairman of 11th AGM of Shahlon Silk

Industries Limited Date: 30/09 /')A:> '-j Place •. S.W'154

Bhairav H. Shukla (PCS) /Scrutinizer Report - 2019 / Shahlon Silk Industries Limited of 13

OS BHAIRAV H. SHUKLA · OS BHAIRAV H. SHUKLA (M. COM., FCS) PRACTISING COMPANY SECRETARY...

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