Shraddha Jain - Porwal Autoporwalauto.com/pdf/Scrutinizers_Report_Combined_2015.pdf · Shraddha...
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Shr addha Jai n Pr a ct i c i n g Compa ny Se cr e t a r y 107, Gol d Ar c a de , 3 /I , Ne w P a l a s i a , I n d or e ( MP) , I n di a - 4 52003 P h o ne : ( 0731) 25358 41 E- ma i l shr addha i a in2204( 5>g ma il . c om S c r u t i ni ze r ' s R e po r t - Combine d ( Pur s uant t o s e ct ion 108 a nd 109 of t he Compani es Ac t 2013 r e ad wi t h r ule 20 of t he compani e s ( Manag emen t and Admi ni s t r a t ions ) Ame ndment Rule s , 2015) To, T h e Ch a i r man , 23r d An n ual Gene r a l Mee t ing of POR WAL AUTO COMPONENT S LI MI TED Pl ot No . 209, Sec t or No.l , Indu s t r i a l Ar ea , Pi t ha mpur , Dis t t Dh ar De ar Si r , Su b: Sc r u t inizer ' s Repor t on Remot e E- Vot in g a nd pol l 1. 1, Shr addh a J a i n , Pr a ct i c i n g Compa n y Se c r e t a r y , has been a ppoi nt ed as a Sc r u t ini zer b y - ( i ) T h e Boar d of Dir ec t or s o f POR WAL AUTO COMPONENTS LI MI TED ( t he Compa ny ) for t he pu r po se of s cr u t inizing t he E- v ot ing pr oce s s under t he p r o v i s io ns of Se c t i on 108 of t he Compani es Ac t , 2013 and R u le 20 of Comp ani e s ( Ma n a g ement and Ad mi ni s t r a t i on ) Ru le s , 2014 i n r e s pec t of t he b e low men t i o ned r eso lu t i on s t o be pa s se d a t t he 23r d AGM of t he membe r s of t he Compan y he ld on Wedne sda y , t he 30t h d a y of Sep t ember , 2015. ( i i ) The Chair man of t he Annual Gener al Mee t in g ( AGM) on pol l unde r t he pr o v i si on s of Se c t ion 109 of t he Companie s Ac t , 2013 and Ru l e 21(2) of Co mp ani e s ( Ma n ag ement and Admini s t r a t i on ) Ru l es , 2014 , on t he r e s o l ut i ons con t a i ned i n t he No t i ce t o t he 23r d AGM of t he me mber s of t he Comp an y hel d on Wedne s da y , t he 30t h da y of Sept ember , 2015 a t 1:30 PM a t t he Re g i s t er ed off i c e o f t he Compan y at Pio t No. 209 , Sec t or No .l , Indus t r i al Ar e a , Pit hamp ur , Di s t t Dhar . 2. T h e Mana g ement of the Compan y i s r e sponsible t o ensur e t he compl ianc e wi t h t he r equi r emen t of Companie s Ac t , 2013 and Rule r ela t ing t o r emo t e E- vot ing and Pol l on t he r e sol u t ions c on t a ined in t he Not i ce t o t he 23r d Annu al Gener al Mee t ing ( AGM) o f t he me mber s of t he Compan y . My r e s pons i bi li t ie s as sc r u t i n izer f or E- v ot i ng pr oc e s s an d for Po l l a t t he AGM i s r est r i c t ed t o Sc r u t ini zer ' s Re por t of t he. v ot es c a s t " in fa v our " or " Ag ai n s t " t he r e sol u t ions s t a t ed a bo v e bas ed on t he r epor t s g ener at ed f r om t he E - vot i n g sy s t em pr ov i d ed b y Cent r al Depo si t or y Se r v i c es ( Indi a ) Limi t ed ( "CDSL' ^a j i d ^a l so a t t he t ime of Poll a t AGM. . ^?^ - - ^ ' |X
Transcript of Shraddha Jain - Porwal Autoporwalauto.com/pdf/Scrutinizers_Report_Combined_2015.pdf · Shraddha...
Shraddha JainPracticing Company Secretary
107, Gold Arcade,3 /I, New Palasia,
Indore (MP), India - 452003Phone:(0731) 2535841
shraddhaiain2204(5>gmail.com
Scrutinizer's Report-Combined
(Pursuant to section 108 and 109 of the Companies Act 2013 read with rule 20 of thecompanies (Management and Administrations) Amendment Rules, 2015)
To,
The Chairman,23rd Annual General Meeting ofPORWAL AUTO COMPONENTS LIMITEDPlot No. 209, Sector No.l, Industrial Area,
Pithampur, Distt Dhar
Dear Sir,
Sub: Scrutinizer's Report on Remote E-Voting and poll
1. 1, Shraddha Jain, Practicing Company Secretary, has been appointed as a Scrutinizer by-
(i) The Board of Directors of PORWAL AUTO COMPONENTS LIMITED (theCompany) for the purpose of scrutinizing the E-voting process under the
provisions of Section 108 of the Companies Act, 2013 and Rule 20 of Companies
(Management and Administration) Rules, 2014 in respect of the below
mentioned resolutions to be passed at the 23rd AGM of the members of the
Company held on Wednesday, the 30th day of September, 2015.
(ii) The Chairman of the Annual General Meeting (AGM) on poll under the provisions
of Section 109 of the Companies Act, 2013 and Rule 21(2) of Companies
(Management and Administration) Rules, 2014, on the resolutions contained in
the Notice to the 23rd AGM of the members of the Company held on Wednesday,
the 30th day of September, 2015 at 1:30 PM at the Registered office of theCompany at Piot No. 209, Sector No.l, Industrial Area, Pithampur, Distt Dhar.
2. The Management of the Company is responsible to ensure the compliance with the
requirement of Companies Act, 2013 and Rule relating to remote E-voting and Poll on the
resolutions contained in the Notice to the 23rd Annual General Meeting (AGM) of themembers of the Company. My responsibilities as scrutinizer for E-voting process and for
Poll at the AGM is restricted to 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 (India) Limited ("CDSL' ajid also at thetime of Poll at AGM. . ? -- '|X
3. DISPATCH OF NOTICE CONVENING AGM
The company has informed that on the basis of the Register of members and the list made
available by the depositories viz National Securities Depository Limited (NSDL) and
Central Depositories Services (India) Limited (CDSL). The Notice dated 10th August 2015
along with the statement setting out material facts under section 102 of the Act were sent
to the shareholders in respect of the below mentioned resolutions passed at the AGM ofthe company.
4. CUT OFF DATE
The voting rights were reckoned on Wednesday, 23rd September 2015, being the cutoff
date for the purpose of deciding the entitlements of members at the remote e-voting andvoting at the meeting.
5. REMOTE-EVOTING:
5.1Agency:
The Company had taken the services of Central Depositories Services (India) Limited
(CDSL) for providing the remote E-Voting Platform.
5.2Remote E-Voting:
Remote E-Voting platform remained open from Sunday, 27th September 2015 (9.00 am)
upto Tuesday, 29th September 2015 (5.00 pm) and members were given an option to cast
their votes electronically conveying their assent or dissent in respect of the Ordinary and
/or Special Resolutions, on the e-voting platform provided by CDSL.
6. VOTING AT THE AGM:
6.1As prescribed under Rule 20(4)(xiii) of the companies (Management and
Administration) Amendment Rules 2015, for the purpose of ensuring that memberswho have cast their votes through remote E-Voting do not vote again at the General
Meeting, the scrutinizer shall have access after closure of period of remote e-voting
and before the start of general meeting, to only such details relating to members whohave cast their votes through remote e-voting, such as their names, folios, number of
shares held but not the manner in which they have voted.
6.2Accordingly CDSL, the E-voting agency provided me with the names, DP Id/ FolioNumbers and shareholding of the members who had cast their votes through remote e-
voting.
6.3Further, the chairman announced the poll at the Annual General Meeting for the
shareholders who had attended the meeting and have not cast their vote earlierthrough remote e-voting.
7. COUNTING PROCESS:
7.1After the voting at the AGM was concluded, ballot box kept for the purpose of casting ofvotes was locked in my presence.
7.2The locked ballot boxes were subsequently opened in my presence and poll papers
were diligently scrutinized. The polling papers were reconciled with the records
maintained by the Link Intime India Pvt Ltd the registrar and Transfer Agent of the
company and the Authorizations/ proxies lodged with the company.
7.3The poll papers, which were incomplete and which were otherwise found defective
have been treated as invalid and kept separately.
7.4The votes cast under remote e-voting facility were thereafter unblocked in the
presence of two witnesses Mr Ravi Prakash Singh and Mr Anmol Nag, who were not in
the employment of the company. They have signed below in confirmation of the votes
being unblocked in their presence.
8. RESULTS
8.1 I observed that
a)30 members had cast their votes through poll conducted at the meeting.
b)13 members had cast their votes through remote E-voting.
8.2 Based on the aforesaid results, Three Ordinary Resolutions and Four Special
Resolution as contained in Item No. 1 to 7 of the notice dated 10th August 2015 have
been passed with requisite majority as per the provisions of the Companies Act 2013.
I have issued separate Scrutinizer's Report dated 3rd day of October, 2015 on the Remote E-
yoting and on the Poll on the resolutions contained in the Notice to the AGM.
Vs requested by Management, I submit herewith my combined report on the results of RemoteE-voting and Poll as under-
@@@. anySS
Item No.1: Ordinary Resolution
Receive, consider and adopt the audited Balance Sheet as at March 31, 2015, theStatement of Profit & Loss and the Cash Flow Statement for the financial year endedMarch 31, 2015 and the Reports of the Board of Directors and Auditors thereon.
(i) Voted in favour of resolution:
(ii) Voted against the resolution:
[iii] Invalid Votes
E-voting
PollTotal
Number ofMembersv<throughe-votingsystemthroughPoll
133043
NumberofVotes(Shares)
749462812693688763996
%oftotal numberofvalidvotescast
100%--
100%
E-voting
PollTotal
Number ofMembersv<throughe-votingsystemthroughPoll
000
NumberofVotes(Shares]
000
%oftotal numberofvalidvotescast
@
@
0
E-voting
PollTotal
Total number of Members wlvotesweredeclaredinvalid000
Total number of Votes(Shares)000
Item No.2: Ordinary Resolution
Re-appointment of Mr. Mukesh Jain who retires by rotation.
(i) Voted in favour of resolution:
(ii) Voted against the resolution:
(iii) Invalid Votes
3"'/'"' '*@-,@& \
-voting
PollTotal
Number ofMembersv<throughe-votingsystem
throughPoll
122941
NumberofVotes(Shares)
721352312103688423891
%oftotal numberofvalidvotescast
100%-
100%
E-voting
PollTotal
Number ofMembersvcthroughe-votingsystem
throughPoll
000
NumberofVotes(Shares)
000
%oftotal numberofvalidvotescast
--
-
0
E-voting
PollTotal
Total number of Members wlvoteswere declaredinvalid
000
Total number of Votes(Shares)000
Item No. 3: Ordinary Resolution
Appointment of Auditors and fixing their remuneration.
(i] Voted in favour of resolution:
(if) Voted against the resolution:
(iii) Invalid Votes
E-voting
PollTotal
Number ofMembersvcthroughe-votingsystemthroughPoll
133043
NumberofVotes(Shares]
749462812693688763996
%oftotal numberofvalidvotescast
100%--100%
E-voting
PollTotal
Number ofMembersv<
throughe-votingsystem
throughPoll
000
NumberofVotes(Shares)
000
%oftotal numberofvalid votescast
-
-
0
E-voting
PollTotal
Total number of Members wlvotesweredeclaredinvalid
000
Total number of Votes(Shares)000
Item No.4: Special Resolution
Appointment of Mrs. Rajni Jain as Non Executive Independent Director.
(i) Voted in favour of resolution:
(ii) Voted against the resolution:
(iii) Invalid Votes
-tl'jmwsy
E-voting
PollTotal
Number ofMembersvcthroughe-votingsystem
throughPoll
133043
NumberofVotes(Shares)
749462812693688763996
%oftotal numberofvalidvotescast
100%--100%
E-voting
PollTotal
Number ofMembersv(throughe-votingsystem
throughPoll
000
NumberofVotes(Shares)
000
%oftotal numberofvalidvotescast
--
--0
E-voting
PollTotal
Total number of Members wlvoteswere declaredinvalid
000
Total number of Votes(Shares)000
Item No.5: Special Resolution
Increase in remuneration of Mr. Surendra Jain, Chairman of the company.
(i) Voted in favour of resolution:
(ii) Voted against the resolution:
(iii) Invalid Votes
E-voting
PollTotal
Number ofMembersv<
throughe-votingsystem
throughPoll
112940
NumberofVotes(Shares)
709034812098688300216
%oftotal numberofvalidvotescast
99.99%
--99.99%
E-voting
PollTotal
Number ofMembersvithroughe-votingsystem
throughPoll
101
NumberofVotes(Shares)
1600160
%oftotal numberofvalidvotescast
0.01%
@0.01%
E-voting
PollTotal
Total number of Members wlvoteswere declaredinvalid
000
Total number of Votes(Shares)000
Item No.6: Special Resolution
Increase in remuneration of Mr. Devendra Jain, Managing Director of the company.
(i) Voted in favour of resolution:
(ii) Voted against the resolution:
(iii) Invalid Votes
@ @@~1
E-voting
PollTotal
Number ofMembersvithroughe-votingsystem
throughPoll
112940
NumberofVotes(Shares)
714232912003688342697
%oftotal numberofvalidvotescast
99.99%
--99.99%
E-voting
PollTotal
Number ofMembersvc
throughe-votingsystem
throughPoll
101
NumberofVotes(Shares)
1600160
%oftotal numberofvalidvotescast
0.01%
--0.01%
E-voting
PollTotal
Total number of Members wlvoteswere declaredinvalid
000
Total number of Votes(Shares)000
Item No.7: Special Resolution
Increase in remuneration of Mr. Mukesh Jain, Whole Time Director of the company
(i) Voted in favour of resolution:
I IConclusion: Ali the 7 (Seven) Resolutions stands passed under e-voting combined with
poll at the Annual General Meeting with requisite majority
Thanking you,
Yours Faithfully,
t* ic.P.-14717/f I
ScrutinizerC%) >@<<iv/X?flySet>Vr
Name: SHlUDTH*rjAINPracticing Company Secretary
ACS: 39488; CP: 14717Place: Pithampur
Date: 03.10.2015
To be counter signed by the chairman ,fofPowalArfoODnipoaer.sat!.
C'^P^fcirthorised Signatory
SURENDRAJAIN
WITNESSES
Ravi Prakash Singh Anmol Nag
E-voting
PollTotal
Number ofMembersv<throughe-votingsystem
throughPoll
9
2938
NumberofVotes(Shares)
7213523
12103688423891
%oftotal numberofvalid votescast
99.99%
--99.99%
ii) Votedagainsttheresolution:
E-voting
PollTotal
Number ofMembersvcthroughe-votingsystem
throughPoll
303
NumberofVotes(Shares)
4800480
%oftotal numberofvalidvotescast
0.01%
@0.01%
'iii) InvalidVotes
E-voting
PollTotal
Total number of Members wlvotesweredeclaredinvalid000
Total(Shares)
number of Votes
000
