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SOUTH ASIAN ENTERPRISES lTDCorp. Office: 2nd Floor, 13, Sant Nagar, East of Kailash, New Oelhi-110065Tel. : +91-11-46656666, Fax: +91-11-46656699Our Email Addres~:Forin~estorSe~ices:[email protected] tha~ above . [email protected], [email protected]@gmall.com Website: www.sael.co.inCIN NO.: L91990UP1990PLC011753
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December 2, 2020
BSE Limited,Phiroze Jeejeebhoy Towers,Dalal Street, Mumbai - 400 001
Scrip Code: 526477Sub: 31st Annual General Meeting ('AGM') and voting results.
Dear Sir/Madam,
This is to inform you that 31st Annual General Meeting (' AGM') of the Company was held on01/12/2020 and the businesses mentioned in the Notice dated 25109/2020 were transacted.
In this regard, please find enclosed the following:
(1) Summary of proceedings as required under Regulation 30, Part-A of Schedule -III of theSEBl (Listing Obligations and Disclosure Requirements) Regulations as Annexure - I. It issubmitted that subjected report on proceedings could not be submitted within stipulated timebecause the voting results were made available on 0211212020 at 8:30 P.M. by the Scrutinizerand accordingly indicated in the summary under reference.
(2) Voting results as required under Regulation 44 of the SEBI (Listing Obligations andDisclosure Requirernents) Regulations as Annexure - II (colly.) alongwith ConsolidatedReport of Scrutinizer dated December 02, 2020, pursuant to Section 108 of the CompaniesAct, 2013 and Rule 20(4) (xii) of the Companies (Management and Administration) Rules,
2014.
This is for your information and records.
Thanking Youfor so~terprises Ltd.
Ramesh C PandeyCompany Secretary
Regd. Office: Mikky House, K Block, Kidwai Nagar, Kanpur-208011. Tel. : 0512-2606859
Annexure-I
Summary of proceedings of the 315t Annual General Meeting (' AGM'):
The 3pt AGM of the Members of South Asian Enterprises Limited ('the Company') was held onTuesday, I" December, 2020 at 12.30 p.m. through Video Conferencing ("VC") / Other AudioVisual Means ("OAVM"). Shri Priya Brat- Independent Director and Chairman of the Board,chaired the meeting. The requisite quorum being present, the Chairman called the meeting toorder. The Chairman welcomed the members and thereafter invited Shri T. B. Gupta -ManagingDirector to address the members. The Managing Director in his address provided overview ofCompany's performance. The Managing Director also informed that the Company had providedthe Members the facility to cast their vote through remote e-voting, on all resolutions set forth inthe Notice for the meeting. Further, the members who were present at the AGM and had not casttheir votes through remote e-voting were provided an opportunity to cast their votes during themeeting and upto 15 minutes after the conclusion of the meeting through e-voting at AGM.Shri Ramesh C. Pandey- Company Secretary, then informed the members about inspection ofdocuments during AGM, the changes brought about Government circulars in conduct of generalmeetings due to Covid pandemic besides informing that there was no adverse remark orqualification in the Secretarial Auditor's Report as well as in the Statutory Auditors' Report onrelevant annual accounts.
The following items of business, as per the Notice of AGM dated 25/09/2020, were transacted atthe meeting.
Resolution Resolution Type Descriptionno.To receive, consider and adopt the Audited Balance Sheet
} Ordinary Resolution of the Company as at 31st March, 2020, the Statement ofProfit & Loss for the year ended on that date togetherwith the Report of Auditors and Directors thereon.To appoint a Director in place of Shri Tej Bhan Gupta
2 Ordinary Resolution (DIN:00I06181) who retires by rotation and beingeligible, offers himself for re-appointment.
; To appoint a Director in place of Dr. (Mrs.) Neeraj Arora3 Ordinary Resolution (DIN:07191167) who retires by rotation and being
eligible, offers herself for re-appointment.
4 Special Resolution Approval for re-appointment of Shri Tej Bhan Gupta(DIN:00106181) as Managing Director of the Company.Approval for appointment of Dr. Rajeev Lochan Bishnoi
5 Ordinary Resolution (DIN: 00130335) as an Independent Director of theCompany.
6 Ordinary Resolution Approval for appointment of Shri Anupam Mehrotra(DIN:08608345) as Director of the Company.Approval for appointment of Shri Anupam Mehrotra
7 Ordinary Resolution (DIN:08608345) as Whole Time Director of theCompany. .1\
~.1'* '::.~'!r-, .::0 ,~.' ..
'17 S8S\' /~-
The members who had registered as speakers were invited for their comments and the querieswere responded to by the management. It was informed that the Board of Directors had appointedMr. Ashutosh Aggarwal (CP No. 7467) practicing Company Secretary, as the Scrutinizer tosupervise the Remote e - voting and E-voting at AGM process for the present meeting. TheScrutinizer's Report was received and accordingly all resolutions as set out in the Notice dated25/09/2020 were declared as passed. The meeting concluded at 1:20 p.m. including timeprovided for exercising of e-voting at AGM.
This is for your information and records.
Ramesh C PandeyCompany Secretary
i ..
os A Aggarwal and AssociatesCompany Secretaries
HJ N fi- V kf - .rr.35, Tyagi Vihar - 8,
Oharam Colony, NangloiDelhi 110041
Mobile: 9818307204Mail 10: [email protected]
Scrutinizer's Report
[Combined Report of Remote E-voting & E-voting at AGM]
December 02, 2020
The Chairman of the 3pt Annual General Meeting ("AGM"),
South Asian Enterprises Limited,
Corp. Off.: 2nd Floor, 13, Sant Nagar,
East of Kailash, New Delhi-ll0 065
Dear Sir,
Scrutinizer's Report for combined result of Remote E-voting and E- voting at AGM conducted at
the 3pt Annual General Meeting ("AGM") of the Members of South Asian Enterprises Limited
held on Tuesday, pt December, 2020 at 12.30 p.m. through Video Conferencing ("VC") /
Other Audio Visual Means r'OAVM") on agenda items of said Annual General Meeting.
1. I, Ashutosh Aggarwal, practicing Company Secretary had been appointed as the Scrutinizer forconducting the scrutiny in connection with remote e-voting held between 28th November, 2020to 30th November, 2020 and E- voting at AGM on the items contained in notice convening 31st
AGM of the Company on 01/12/2020 pursuant to the provisions of Section 108 of theCompanies Act, 2013 read with Rule 20 of the Companies (Management and Administration)Rules, 2014 and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements)Regulations, 2015, by the Board of Directors of South Asian Enterprises Limited vide itsresolution dated 16/07/2020.
Responsibility as a Scrutinizer
The management of the Company is responsible to ensure the compliance with therequirements of the Companies Act, 2013, Rules and Circulars issued by MCA and SEBI relatingto conducting of AGM through VC/OAVM and voting by electronic means for the resolutions socontained in the notice" of the 3pt AGM dated 25/09/2020. Our responsibility as a Scrutinizer forthe e-voting process is restricted to make a Scrutinizer's Report of the votes cast "in favour" or"against" the resolution(s) set out in the notice convening the 3pt Annual General Meeting,based on the reports generated from the e-voting system provided by the National SecuritiesDepository India Limited ("NSDL"), the authorized agency engaged by the Company forproviding e-voting facilities to its shareholders.
2. The Company had appointed National Securities Depositories Limited (NSDL) as the ServiceProvider, for extending the facility of remote electronic voting to the members of the Companyfrom 9.00 A.M. on Saturday, 28th November, 2020 till 5.00 p.m. on Monday, the 30th November,2020. E-voting was disabled by NSDL at 5.00 p.m. on 30th November, 2020.
3. Voting rights was reckoned on the paid-up value of shares registered in the name of the memberas on Tuesday, 245t November, 2020, the cut-off date for votes on the resolutions either byremote e-voting or E-voting at AGM.
Page 10f2
os A Aggarwal and AssociatesCompany Secretaries
35, Tyagi Vihar - S,Dharam Colony, Nangloi
Delhi 110041Mobile: 9818307204
Mail 10: [email protected]
4. The e-voting results were unblocked on December 01, 2020 around 05.27 p.m. in the presenceof two witnesses, for details please refer to scrutinizer's report on Remote e-voting dated02/12/2020.
5. As the Chairman of the 31st AGM of the Company, you had consented to my appointment as theScrutinizer for the E-voting at AGM pursuant to the provisions of Section 109 of the CompaniesAct, 2013 read with Rule 21 of the Companies (Management and Administration) Rules, 2014,for the resolutions contained in the Notice dated September 25, 2020. The facility of E-voting atAGM was provided at the said AGM to facilitate members to cast their votes who could notparticipate in remote e-voting and was available till 15 minutes after conclusion of AGM. TheAGM was concluded at 1:20 p.m. on 01/12/2020. For further details please refer to Scrutinizer'sReport for the E-voting at AGM in the form MGT-13dated December 02,2020.
6. The combined result of Remote E-voting and of voting at AGM is attached as an annexure to thisreport. There were no invalid or defective votes.
7. All the resolutions proposed in the agenda items of the 31st AGM have secured assent (approval)by requisite majority in accordance with provisions of Companies Act, 2013 as per combinedresults.
I hereby confirm that I am maintaining the registers received from service provider bothelectronically and manually in respect of votes cast through e-voting. I shall arrange to handoverthese records to you or person authorised by the Company upon receipt of copy of authenticatedminutes of said AGM.
Ashutosh AA AggarwalCompanySACS9972 CPNo. 7467UDIN:AOO9972B001373048Place:New DelhiDate: December 02, 2020
Thanking you,Yours faithfully,
Page2 of 2
South Asian Enterprises LimitedAnnexure to Scrutinizer's Report on Combined Voting Results
Scrip code: 526477
Date of AGMIEGM #' 01112/2020Total number of shareholders on record date 5535
No. of shareholders present in the meeting either in person or through proxy:Promoters and Promoter Group: 0
Public: 0
No. of shareholders attended the meeting through Video Conferencing: 43Promoters and Promoter Group: 4 including 2 Corporate Member through Authorised Representative
Public: 39 including 3 Corporate Member through Authorised Representative
~- ~--~-- -- - -- -- -- - --- -- -- - ~-- ----- - -
Resolution required: (Ordinary/"" ." l.To receive, consider and adopt the Audited Balance Sheet of the Company as at 31st March, 2020, the Statement of Profit& Loss for the year ended on that date together with the Report of Auditors and Directors thereon.
Whether promoter/promoter group are interested in the Noaeenda/resolution?Category Mode of Voting No. of shares held No. of votes polled % of Votes Polled on No. of Votes - No. of Votes - % of Votes in favour on % of Votes against on
(1) (2) outstanding shares in favour against (5) votes polled (6) votes polled (7) =(3) = 1(2)/(1)]· 100 (4) = 1(4)/(2)]· 100 1(5)/(2)]· 100
Promoter and E-Votin2 2442966 100.00 2442966 0 100.00 0.00Promoter Poll! Evoting at AGM 2442976 0 0.00 0 0 0.00 0.00Group Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.Public- E-Voting 0 0.00 0 0 0.00 0.00Institutions Poll! Evoting at AGM 200 0 0.00 0 0 0.00 0.00
IPostal R••llnt (if N.A. N.A. N.A. N.A. N.A. N.A.Public- Non E-Votine 57975 3.72 1853 56122 3.20 96.80Institutions Poll! Evotma at AGM 1556824 2 0.00 2 0 100.00 0.00
Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.Total 4000000 2500943 62.52 2444821 56122 97.76 2.24
Page 114
Page 2/4
Resolution required: (Ordinaryr ." 2. To appoint a Director in place of Shri Tej Bhan Gupta (DlN:00106181), who retires by rotation and, being eligible, seeksre-appointment.
Whether promoter/promoter group are interested in the Noae:enda/resolution?Category Mode of Voting No. of shares held No. of votes polled % of Votes Polled on No. of Votes - No. of Votes - % of Votes in favour on % of Votes against on
(1) (2) outstanding shares in favour against (5) votes polled (6) votes polled (7) =*'
(3) = [(2)/(1»)* 100 (4) = [(4)/(2»)* 100 [(5)/(2»)* 100
Promoter and E-Votine: 2442966 100.00 2442966 0 100.00 0.00Promoter Poll/ Evoting at AGM 2442976 0 0.00 0 0 0.00 0.00Group Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.Public- E-Voting 0 0.00 0 0 0.00 0.00Institutions PolV Evotine: at AGM 200 0 0.00 0 0 0.00 0.00
Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.Public- Non E-Votine: 57975 3.72 1853 56122 3.20 96.80Institutions PolV Evotine: at AGM 1556824 2 0.00 2 0 100.00 0.00
Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.Total 4000000 2500943 62.52 2444821 56122 97.76 2.24
Resolution required: (Ordinaryr ." 3. To appoint a Director in place of Dr. (Mrs.) Neeraj Arora (DlN:07191167), who retires by rotation and, being eligible,seeks re-appointment.
Whether promoter/promoter group are interested in the Noae:enda/resolution?Category Mode of Voting No. of shares held No. of votes polled % of Votes Polled on No. of Votes - No. of Votes - % of Votes in favour on % of Votes against on
(1) (2) outstanding shares in favour against (5) votes polled (6) votes polled (7) =
(3) = [(2)/(1»)* 100 (4) = [(4)/(2»)* 100 [(5)/(2»)* 100Promoter and E-Voting 2442966 100.00 2442966 0 100.00 0.00Promoter Poll/ Evoting at AGM 2442976 0 0.00 0 0 0.00 0.00Group Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.Public- E-Voting 0 0.00 O· 0 0.00 0.00Institutions PolV Evotine: at AGM 200 0 0.00 0 0 0.00 0.00
Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.Public- Non E-Voting 57975 3.72 1853 56122 3.20 96.80Institutions Poll/ Evoting at AGM 1556824 2 0.00 2 . 0 100.00 0.00
Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.Total 4000000 2500943 62.52 2444821 56122 97.76 2.24
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Resolution required: (Ordinary/ 6. Approval for appointment of Shri Anupam Mehrotra (DlN:08608345) as Director of the Company.
Whether promoter/promoter group are interested in the Noagenda/resolution?Category Mode of Voting No. of shares.held No. of votes polled % of Votes Polled on No. of Votes - No. of Votes - % of Votes in favour on % of Votes against on
(1) (2) outstanding shares in favour against (5) votes polled (6) votes polled (7) =(3) = [(2)/(1)1* 100 (4) = [(4)/(2)1* 100 1[(5)1(2)1*100
Promoter and E-Votinl?: 2442966 100.00 2442966 0 100.00 0.00Promoter Polll Evotina at AGM 2442976 0 0.00 0 0 0.00 0.00Group Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.Public- E-Voting 0 0.00 0 0 0.00 0.00Institutions Polll Evoting at AGM 200 0 0.00 0 0 0.00 0.00
Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.Public- Non E-Voting 57975 3.72 1853 56122 3.20 96.80Institutions Polll Evotinz at AGM 1556824 2 0.00 2 0 100.00 0.00
Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.Total 4000000 2500943 62.52 2444821 56122 97.76 2.24
Resolution required: (Ordinaryr ." 7. Approval for appointment of Shri Anupam Mehrotra (DIN:08608345) as Whole Time Director of the Company.
Whether promoter/promoter group are interested in the Noal?:enda/resolution?Category Mode of Voting No. of shares held No. of votes polled % of Votes Polled on No. of Votes - No. of Votes - % of Votes in favour on % of Votes against on
(1) (2) outstanding shares in favour against (5) votes polled (6) votes polled (7) =1(3)= [(2)/(1)1* 100 1(4) = [(4)/(2)1* 100 1(5)/(2)1* 100
Promoter and E-Votinl?: 2442966 100.00 2442966 0 100.00 0.00Promoter Polll Evotma at AGM 2442976 0 0.00 . 0 0 0.00 0.00Group Postal Ballot (if applicable) N.A. N.A. N.A, N.A. N.A. N.A.Public- E-Voting 0 0.00 0 0 0.00 0.00Institutions Polll Evoting at AGM 200 0 0.00 0 0 0.00 0.00
Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.Public- Non E-Votinl?: 57975 3.72 1853 56122 3.20 96.80Institutions Poill Evotina at AGM 1556824 2 0.00 2 0 100.00 0.00
Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.Total 4000000 2500943 62.52 2444821 56122 97.76 2.24
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