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u.P. Asbestos ltd. Mahmoodabad Estate Building, Hazratganj, Lucknow-226001 (India)
Fax No. (0522) 2616986 Cable : UPAL Phone : (0522) 2622905-6,2612841,2200538, 2200504 To, 30'h September, 2014 The iVlanager -Listing Delhi Stod Exchange Limited, DSE House, 3il, Asaf Ali Road, New Del h i- II 0002 +91-11-4647 0000
The Secretar:r, U. P. Stock Exchange Limited, 'Padam Towers', 141113, Civil Lines, Kanpur-20800 I ? I-0512-:!338 I 15 / 2JJH07 ..
Mr. U. S. Singh, Kan'Y Compute~hare Private Limited, 'KARVY HOUSE', '"" 46, Avenue 4, Street No. I, Banjara Hills. Hydera bad-500034. Tel No:( +91-40) 23312454,23320751
Dedi' Sir,
Sub; Re~ults of E-VOling lHld Poll conducted at -40 'h Annual General Meeting Ref.: Our Letler dated 50 lh September, 2014- proceedings (Outcome) of A.C:M
.1,
Kindly note thut tht: 40'h Annual GenerJI Me~ting (AGM) of the Compiln) wa~ held on 30 September.
2014 at 10:00 A.M. 31 th~ Regi~tered Office of the Company at Mohanlalganj-n630 I, DiSH. Luckno\\'.
In accordance with the Clause 35A of the li ~ ling agreemenl and the provisions of the Comp<llli<"s Act. ~O t.3 and Rules franlt::d there um.kr, pkasl: lind t'll\; lo;,~J Lh~ Lombined n:pon (n;~ lllh) of lIlt.: electronic \·oting
held from 24tlo September, 2014 10 .261~ St.:ptember. 2014 and tht: poll conductt.:d :ltthe AG"v1. In Ihe formal as prescrib-::d under clause 35A of the Listing Agreement along with the SniltiniLel's report . All
rc~olutiol1~ as per 40'h Allnual general meeting notice have been duly passed \~ith requisite majority .
As per report \If Ollr Scrutini7er Shri Amit Gupta. Proprit'lOr or M:~ Amit Gurta & As~oci a [:: s . Compan)
<;ccrCll1ri;:-.;. thaI no ptTSOn pa11icipated through E voting. The satd combined report is al~o availabk lH1 w\:'b ~ i!e of the company.
I),! t reque~t you !O kindly lake the S(]Ille 011 record .
Thanking you ,
Yours fallhfull y. for U. P. ASBESTOS LJI\1ITED
~~' GIN: l26942UP1973PLC003743~ Web. WWW. u p:;~r ' "'om (DHAR.-\M MOHAN) (AJA Y TR1VliQr\8 i!' ,' - :1 ' \. -
" C' '':; : :1CHAIRMAN COMP..o\NY SECRE'r~<\RY ~ 9415007422 .
IIPilI: Regd . Office & Works: Mohanlalganj, Luckow - 226 301 , Phone ' (+91) 9335589517.93058401 22
Details of the Voting Results of e-voling and Poll conducted at 40th .~nnual G~neral Meeting (AGM) of U.P. Asbestos Ltd. held on 30th September, 2014 at 10:00 A.M. at the Registered Office of the Company at Mohanlalganj-226301, Distt. Lucknow.
Date of the AGM 30th September2014
Book Closure Date 23.09.2014 to 30.09.2014
E-voting Duration 24.09.2014 to 26.09.2014
Cut-oft Date 29 .08.2014
Total No. of shareholders on record/Cut-off date 1237
No. of shareholders who pa'rticipated in E-voting Nil
No. of Shareholders present in the meeting either in person or through proxy:
Promoters and Promoter Group (Only 1 Member throuh Proxy)
Public (Only 1 Member throuh Proxy)
Total:
14 11
25
No. of Shareholders attended at the meeting through Video Conferencing:
Promoters and Promoter Group :
Public: "'Total;
-
Not Arranged
(Agenda -wise)
Item No.1: To adopt the audited Profit & Loss Account for the year ended on 31st March, 2014 and the Balance Sheet as at
31st March, 2014 together with Reports of Directors and Auditors thereon.
Resolution Required; Ordinary
Mode of Voting; Poll at AGM and E-voting
Promoter
/Public
No. of
Shares held
(11
No. of votes
polled (2)
% of votes polled
on outstanding
shares
(3}=[(2)/(111*100
No. of
votes In
favour (4)
No. of votes
against (5)
% of votes in
favour On votes
polled (6)
=[(4)/(Z)J"'100
% of votes
against on
votes polled (7)
=[(5)/(2)]*100
Promoter and
Promoter
Group
6472024 6472024 100 6472024 0 100 0
Public- Public
Institut iona I
holders
0 0 0 0 0 0 0
Pu bl Ic-Othe rs 2635169 665898 25 .27 665898 0 100 0
Total 9107193 7137922 78.38 7137922 0 100 0
Result ;Resolution passed with requisite majority,
Item No.2: To appoint a director in place of Shr'1 Avadh B. Lal (DIN 03533533) who retires by rotation and being
eligible offers himself for re-appointment.
Resolution Required: Ordinary
Mode of Voting: Poll at AGM and E-voting
Promoter
/Public
No. of
Shares held
(1)
No. of votes
polled (2)
% of votes polled
on outstanding
shares
(3)=[(2)/11WIOO
No. of
votes in
favour (4)
No. of votes
against (5)
% of votes in
favour on votes
polled (6)
=[(4)/(2W100
% of votes
against on
votes polled (7)
=((5)/(2)J*100
Promoter and
Promoter
Group
6472024 6472024 100 6472024 0 100 0
Public- Public
Institutional
holders
a 0 \..
0 0 0 0 0
Public-Others 2635169 665898 25 .27 665898 0 100 0
Total 9107193 7137922 78.38 7137922 0 l()O 0
Result: Resolution passed with requisite majority.
Item No.3 -To appoint a director in place of Shri Pr iyank Tayal (DIN 00556534) who retIres by rotation and being eligible
offers himself for re-appointment.
Resolution Required: Ordinary
Mode of Voting: Pol! at AGM and E-voting
Promoter
/Public
No. of
Shares neld
(1)
No. of votes
polled (2)
% of votes polled
on outstanding
shares
(3)=[(2)/(1)]-100
No. of
votes in
favour (4)
No_ of votes
against (5)
% of votes In
favour on votes
p·olled (6)
=[(4)/(2)1*100
% of votes
against on
votes polled (7)
=[(5)/(2)1* 100
I
Promoter and
Promoter
Group
6472024 6472024 100 6472024 0 100 0
Public- Public
Institut iona I
holders
0 0 0 0 0 0 0
Public-Otners 2635169 665898 25.27 665898 0 100 0
Total 9107193 7137922 78.38 7137922 0 100 0
Result ;Resolution passed with requisite majority.
Item No.4-To appoint the auditors and to fix their remuneration for the finil ncial year 2014-15 . Mis Jain Kapoor & (0.,
Chartered Accountants {ICAI Firm Registration No 000705C L l ucknow are retiring at the ensuing Annual General Meeting
and are eligible for re -appointment.
Resolution Required; Ordinary
Mode of Voting: Poll at AGM and E-voting
,h;(_ \.. ~~\l: ~~
Promoter
/Public
No. of
Shares held
(1)
No. of votes
polled (2)
% of votes polled
on outstanding
shares
(3)=[(2)/(lW100
No. of
votes in
favour (4)
No. of votes
against (5)
% of votes in
favour on votes
polled (6)
=[(4)/(2)]*100
% of votes
against on
votes polled (7)
=[(5)/(2.)]*100
Promoter and
Promoter
Group
6472024 6472024 100 6472024 0 100 0
Public- Public
Institutional
holders
0 0 0 0 0 0 0
Public-others 2635169 665898 25.27 665898 0 100 0
Total 9107193 7137922 78.38 7137922 0 100 0
Result: Resolution passed with requisite majority.
Item No.s- To Consider and Approve the Re-appointment of Shri Priyank Tayal (DIN 00556534) as Whole Time Director .
Resolution Required: Special "
Mode of Voting: Poll at AGM and E-voting
Promoter
/Publ ic
No. of
Shares held
(1)
No. of votes
polled (2)
% of votes polled
on outstanding
shares
(3)=[ (2)/( 1)] "100
No. of
votes in
favour (4)
No. of votes
against (5)
% of votes in
favour on votes
polled (6)
=[(4)/(2)]*100
% of votes
against on
votes polled (7)
=[(S)/{ZWI00
I Promoter and
Promoter
Group
6472024 6472024 100 6472024 0 100 0
Public- Public
Institutional
holders
0 0 0 0 0 a 0
Public-Others 2635169 665898 25.27 665898 0 100 0
Total 9107193 7137922 78.38 7137922 0 100 0 L..--.
Result :Resolulion passed with requ isite majority.
r-
Item No.6- To Consider and Approve the borrow money under Section lBO(l )( c) & all other applicable provisions of the
Companies Act, 2013 and the rules made thereunder.
Resolution Required: Special
Mode of Voting: Poll at AGM and E-vot ing
Promoter
/Public
No. of
Shares held
(l)
No. of votes
polled (2)
% of votes polled
on outstanding
shares
(3)=[(2)/(1) J*100
No. of
votes in
favour (4)
No, of votes
against (5)
% of votes in
favour on votes
polled (6)
=[(4 )/(2)]*100
% of votes
against on
votes polled (7) =[(5)/(2)1 *100
Promoter and
Promoter
Group
6472024 6472024 100 6472024 0 100 0
Public- Public
Institutional
holders
0 0 a 0 0 0 0
Public-Others 2635169 6f!5898 25.27 665898 0 100 0
Total 9107193 7137922 78.38 7137922 0 100 0
Result :Resolurion passed with requisite majority.
For U.P. Asbestos Ltd .
~~ rYlJ.J~~ 1iJJ~~JL (DIIARAM MOHAN) (Ajay Trivedi)
CHAIRMAN Company Secretary
9415007422
us AM IT GUPTA & ASSOCIATES
Pr acticing Company Secr~tar i es
8-12 , Basement, Murli Bhawan, 10-A, Ashok Marg, Lucknow - 226 001 Phone : 0522 - 4024033, Mobile: 9415005108
E-mail:amitguptacs@gmail .com
REPORT OF SCRUTINIZER
[Pursuant to rule section 108 01 the Companies Act, 2013 and rule 20(xi) of the Companies (Management and Administration) Rules, 2014]
To,
The Chairman 40th Annua! General Meeting of Equity Shareholders of "
M/s U.P. Asbestos Ltd.
Held on 30th day of September, 2014 at 10:00 A :M at
Mohanlalganj - 226301, Distt. Lucknow.
Dear Sir,
I, Amit Gupta, Proprietor of M/s Amit Gupta & Associates, Com pany Secretaries, having its office at 8-12, basement, Murli Bhawan, 10-A, Ashok Marg, Lucknow - 226 DOl, Uttar Pradesh, appointed as Scrutinizer for the purpose of the scrutinizing the e-voting process in a fair and transparent manner and ascertaining the e-voting pattern carried out as per the provisions of the Companies Act, 2013 & rule 20 of the Companies (Management & Administration) Rules, 2014 on the below mentioned resolution(s), submit our report as under:
l. The e-voting period remained opened from 24th September 2014 at 09:00 A.M . to, 26 th
September, 2014 at 18:00 P.M .
2. The shareholders holding shares as on cut off date i.e. 291~ August , 2014 were entitled to vote on the proposed resolutions (item no. 1 to 6 of the 40th Annual General Meeting of the Company).
3. The votes were unblocked on 27th September, 2014 around 09 :55 A.M. in -presence of two
witnesses, Mr. Niraj Kumar Verma, 5/0 Shri Krishna Gopal Verma Rio 548/CHA/105, Dawda Khera Manak Nagar Alambagh, lucknow - 226011 & Mr. Ankur Bajpai S/o Shri Sushi! Kumar Bajpai R/o D-128, Avas Vikas Colony, Rajajipuram, Lucknow - 22 6 017, who are not in employment of the Company.
4. Thereafter I, Amit Gupta, Proprietor of M/s Amit Gupta & Associates, Company Secretaries, have found that No person participated through Evoting . ·~·
,~ ---(-.r- .~ '. \l /i~\ ) r ~ \. )J:;...... .
:-d' 1) '"_~...I~/ Page 1 of 2 '- Y - ~" , -!~.:~~.
AMIT GUPTA & ASSOCLAlES Practising Company Secretaries us 5. The Register, all other papers and relevant records relating to electroni c voting will remain
in our safe custody until the Chairman considers, approves, signs the minutes of the aforesaid Annual general meeting and thereafter the same would be handed over to Company Secretary for safe keeping .
....
Company Secretaries
FCS - 5478, c.P. - 4682
Place: Lucknow
Date : 30th September, 2014
8-12 Basement, Murfi Shawan, 10- A, Ashok Marg, lucknow - 226 001 Phone: 0522 - 4024033, 9415005108
Page 2 of 2
os AMIT GUPTA & ASSOCIATES
Practicing Company Secretaries
8-12 , Basement, Murl i Bhawan , 10-A, Ashok Marg, Lucknow - 226 001 Phone : 0522 - 4024033, Mobile : 9415005108
E-mail:amjtguptacs@gmail.com
REPORT OF SCRUTINIZER
[Pursuant to rule section 109 01 the Companies Act, 2013 and rule 21(2) 01 the Companies (Management and Administration) Rules, 2014}
To,
The Chairman 40th Annual General Meeting of Equity Shareholders of
Mis U.P. Asbestos Ltd.
30thHeld on day of September, 2014 at 10:00 A.M. at
Mohanlalganj- 226301, Distt. Luckntiw.
Dear Sir,
I, Amit Gupta, Proprietor of Mis Amit Gupta & Associates, Company Secretaries, having its office at B12, basement, MUll; Bhawan, la-A, Ashok Marg, Lucknow - 226 001, Uttar Pradesh, apPOinted as Scrutinizer for the purpose of the poll taken on the below mentioned resolut ion(s) at 40,h Annual
General Meeting of Equity Shareholders of Mis U.P. Asbestos Ltd. held on 30t h day of September, 2014 at 10:00 A.M. at Mohanlalganj- 226301, Distt. Lucknow, submit our repo rt as under.
1. After the time fixed for closing the poll 1 (one) ballot box kept for poll ing was locked in my presence with due identification marks placed by me.
2. The locked ballot boxes were subsequently opened in my presence and po ll papers were diligently
scrutinized. The po" papers were reconciled with the records m.aintained by the Company/Registrar and Transfer Agents of the Company and the authorizations/ proxies lodged With the Company.
3. I did not find any poll papers invalid.
4. The result of the poll is as under:
a) Resolution (Ordinary) 1 -To adopt the audited Profit & Ll)SS A(;count for th~ year
cnded on 31 Sf March, 2014 and the Balance Sheel as at 31 sl March, 2014 together wi th Reports of Dirc~lOrs and Auditors thereon.
i-Voted in favour of the resolution: i
% of tota l number ofNumber of members Number of votes casted valid votes casted onpresent and voting in in favour of t he
favour (in person or by the resolutionreso lution proxy)
78.38 I I
713792225 ! ._- _..._.l
ii-Voted against the resolution :
I Number of members I Number of votes casted
; \. 1.. 'J '- ..; .......">., '-- .... ......,.~
% ~t
~ u.. ;....-....;,.~..o('\ Page 1 of 4
~ )~\<: .. ,
.... , ~ >a.t .'~C' .y J: '
" .. S.c l
AMIT GUPTA & ASSOCIATES
Practising Company Secretaries os present and voting against the resolution vaiid votes casted on
against (in person or by the resolution proxy)
Nil Nil I Nil
iii-Invalid votes:I Total-n-u-m-b-e-r-o-f-m-e-m-b-e-r-s-(i-n-p-e- r-s-o-n---'--T-o-t-a-'-n-u-m-b-e- r- o-f v-o-t_e_s_c_a_s_te_d-b_y-I I or by proxy) whose votes were mem bers whose votes were declared
declared invalid invalid I Nil Nil I
b) Resolution (Ordinary) 2 - To appoint a director in place of Shri /\.vadh 13. La) (DIN 03533533) who retires by rotation and being eligible offers h imself for re-appointment .
i. Voted in favour Of the resolution:
Number of members present and voti ng in
favour (in person or by proxy)
Number of votes cas4 % of total number of in favour of the , valid votes casted on
reso lution the resolution
25 7137922 78.38 ---'- -- ---- ----',.. ---. ----. ----.--~
ii. Voted against the resolution:
Number of members Num ber of votes casted ber of I ,},; of total n um~I present and voting against t he resolution i valid votes casted on
against (In person or by i the resolution
proxy) ~ Nil NIL Ni l J"H J
III. Invalid votes:
I Total number of members '(in person Tota l number of votes casted by r by proxy) whose votes were members whose votes were declared
declared invalid invalid - - --- - ---1
NIL Ni l ~ .. •.__.... _ --------'
c) Resolution (Ordinary) 3 -To appoint a director in place of Shri Priyank Tayal (DIN
00556534) who retires by rotation and being el igible offe rs himself for re-appointment.
i. Voted in favour of the resolution:
Number of members Num ber of votes casted % of total number of present and vot ing in in favour of the vali d votes casted on
----'utionfavour (in person or by rt:~!)1 , the resolution I
prox~ !
"--____2_5___ 7137922 L_. 78.38 ii. Voted against the resolution:
Number of members I Number of votes casted J_~. of ~ota l number 0
\ '.) \. ) . • .v~ "- ./ ~. !8-12 Basement, Murli Bhawan, 10- A, Ashok Marg, Lucknow - 226 001 ')y~-,J\' /
Phone : 0522 - 4024033, 941 50 05108 ._, S " c I 8 \&
Page 2 of 4 .
A
v\ '"
AMIT GUPTA & ASSOCIATES
Practising Company Secretaries os present and voting
against (in person or by proxy)
against the resolution va lid votes casted on the resolution
NIL Nil Nil1-.___ _ _____---' _ _______ ___ -1 _ _ __ _____ _
iii. Invalid votes:
Total number of members (in perso n or by proxy) whose votes were
declared invalid f--
NIL
--'
Total number of votes casted by members whose votes we re decla red
inva lid
NIL
d} Resolution (Ordinary) 4 - To appoint the auditors and to fix their remuneration for the financial year 2014-15. Mis Jain Kapoor & Co., Chartered Accountants (ICAI Firm Registration No. 000705C), Lucknow are retiring at the ensuing Annual General Meeting and are eligible for re-appointment.
i.
ii.
Voted in favour of the resolution:
Number of members Number of votes casted 1% ;Ttotal number of present and voting in in favour of the val id votes casted on
favour (in person or by resolution I the reso lution proxy)
25 7137922 78.38
Voted against the resoJution:
fN~",nber of members Number of votes casted % of total number of present and voting against the reso lution valid votes casted on
against (in person or by the resolution proxy)
NIL NIL NIL
iii. Invalid vot es:
Total number of members (in person or by proxy) whose votes were
declared invali d
NIL
- - - --- ----- _ ., Total number of votes ca sted by I
members whose votes were declared i
inva lid
NIL
e) Resolution (Special) 5 - To Consider and Approve the Re-appointment of Shri Priyank Tayal (DIN 00556534) as Whole nme Director.
i. Voted in favour of the resolution:
ii. Voted against the resolution ; • j
Number of members Number of votes ca sted % of total number of ~ present and voting
j
I Number of members Number of votes casted present and voting in in f avour of t he
I favour (in person or by resolution proxy)
25 7137922
% of total number of valid votes casted on
the resolution
78.38 I._---_.
(
()' l
\ "1 \ against t he resolut ion val id votes casted on (~
against (in person or by i the resolution '.v~ \,. .~/ ~": "~"Y -- v>'/~-~B-12 Basement, Murl i' Bhawan, 10- A , Ashok Marg, Lucknow - 225 001
Phone : 0522 - 4024033 , 94150 05 108 Page 3 of 4
AMIT GUPTA & ASSOCIATes Practising Company Secretaries os
I - P~,7) NIL - - - NIl- - - --I
iii. Invalid votes:
Total number of members (in perso n or by proxy) whose votes were
declared invalid
Nil
Total number of votes casted by members whose votes were declared
invalid
Nil
f) Resolution (Special) 6 - To Consider and Approve the borrow money under Section 180(1)(c) & a" other applicable provisions of t he Companies Act, 2013 and the rules made
thereunder.
i. Voted in favour of the resolution:
% of total number of
valid votes casted on the resol Lltion
Number of members
present and voting ill
Number of vote s casted
in favour of th e resolutionI favou' (in pmon~' bV
proxy)
2S 1 7137972 78.38 _ . _ _..._ ---l
Ii. Voted against the resolution:
Total number of votes ca sted by members w hose votes were declared
inval id
Number of members Number of votes casted % of tot, I numb~ present and voting against the resolution val id votes casted on
against (in person or by the resolution
proxy)
Nil
iii. Invalid votes:
Total number of members (in person or by proxy) whose votes were
declared invalid
Nil Nil I
Nil _____~~_____L N IL
5. The poll papers and a" other relevant records were sealed and handed over to Shri Ajay Kumar
Trivedi, Company Secretary for safe keeping.
Company Secretaries
FCS - 5478, c.P. - 4682
Place: Lucknow
Date: 301~ September, 2014
8-12 Basement, Murli Shawan , 10- A, Ashok Marg, Lucknow - 226001 Phone : 0522 -:- 4024033, 9415005108
Page 4 of 4
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