SwARoop, RAVr As CotvtPANY - AFDIL · 2017. 9. 27. · SwARoop, RAVr SHANKAR AND As SocIATES Pnecrr s rNc CotvtPANY S rcnrrems SCRUTINIZER'S REPORT [Pursuant to section 109 of the

SwARoop, RAVr SHANKAR AND As SocIATESPnecrr s rNc CotvtPANY S rcnrrems

SCRUTINIZER'S REPORT

[Pursuant to section 109 of the Companies Act,2013 ond rule 21(2) of the Companies

(Management and Administration) Rules, 20141

To,

The Chairman,

94th Annual General Meeting of the Equity Shareholders ofANGLO-FRENCH DRUGS AND INDUSTRIES LIMITED held on 21st September 2017 at4.30 pm hetd at Hotet Abhimaani Vasathi, #7/9, Dr. Rajkumar Road, Rajajinagar,Bengaturu - 560010

Dear Sir,

l, Swaroop S, Partner: Swaroop, Ravishankar& Associates., Practising Company Secretarieshaving the office address at # 216, First & Third Ftoor, Maruthi Nitaya, 4th Cross,

Cubbonpet, Bangatore 560002, Karnataka, have been appointed as Scrutinizer of ANGLO-

FRENCH DRUGS AND INDUSTRIES LIMITED ("the Company"), for ,the purpose ofscrutinizing the e-voting process in a fair and transparent manner and ascertaining therequisite majority on e-voting carried out pursuant to section 109 of the Companies Act,2013 and rule 21 (2) of the Companies (Management and Administration) Rules, 2014, on

the below mentioned resotutions, through Postal Battot, submit our report as under:

1. The e-voting facitity was made avaitabte to sharehotders from 9:00 AM of 18th

September , 2017to 05:00 PM of 20th September, 2017 .

2. The sharehotders hotding shares as on "cut off" date, i.e., 14th September, T)lTwereentitled to vote for the proposed eight (8) resolutions (item 1 to 8 as set out in theNotice).

3. The votes cast through e-voting process were unbtocked at 5:30 pm on 21'tSeptember,7017 in the presence of two witnesses, Mr. Aditya, residing at No. 3129, 1st ftoor, 4thphase, Girinagar, Bangalore - 560085 and Ms. Nidhi Parekh, residing at No. 35, 1st mainr6ad, 2nd stage, Okatipuram, Bangatore - 560021 who are not in emptoyment of theCompany.

They have signed betow in confirmation of votes being unbtocked in their presence.

Name: Aditya Name: Nidhi Parekh

N9.'

4. Further, att the e-voting data containing the tist of sharehotders, their votes casted"for" or "against" the resotutions were downloa{,e.-{-{4qm portat of National SecuritiesDeposi tory Li mited (www. evoti ns. nsd [. com l. Z(s.a:{$.;N*

Pagelorlo ffi**\XiiAddress:21.6,1.st&3rdFloor,MaruthiNilaya,4th.,","*ffingalore550002,Karnataka

. Mobile: +91 98800 04636, +91 99801 66599, E-mail: [email protected], [email protected]

5. The resutt of the e-voting is as under:

a. Resolution 1

To receive, consider and adopt the Audited Financiat Statements (inctuding Auditedconsotidated Financial Statements)of the Company, for the financial year ended3'l'tMarch 2017 together with the Report of the Board of Directors and Auditorsthereon

i.Voted in favour of the resotution:

Number of Members votedthrough etectronic votingsystem provided by NSDL

Portal

Number of Votes Cast infavour of the resolution

% of total number ofvatid votes cast

1 360 100%

ii.Voted against the resotution:


Portal

Number of Votes Cast infavour of the resotution

% of tota[ number ofvatid votes cast

Total number of members (in person orby proxy) whose votes were dectaredinvalid

Total number of votes cast by them

Page 2 of 10

b. Resolution 2

To appoint a Director in place of Shri. Sanatkumar Shirati, (DlN: 05260386), whoretires by rotation and being etigibte, offers himsetf for re-appointment

i.Voted in favour of the resotution:


PortaI



1 360 100%


iii.lnvatid Votes:

Tota[ number of members (in person or by proxy) whosevotes were dectared invatid

Tota[ number of votescast by them


PortaI

Number of Votes Cast infavour of the resolution

% of total number ofvalid votes cast

Page 3 of 10

c. Resolution 3

To consider and if thought fit, to pass, with or without modification, the fottowingresotution as an Ordinary Resolution.

"RESOLVED THAT pursuont to the provisions of Section 139 ond other opplicableprovisions, if ony, of the Companies Act,2013 read with the Rules fromed thereunder,Messrs. KA\AG &. Associates, Chortered Accountants (FRN:311027E), be and are herebyappointed os the Auditors of the Company in ploce of the retiring auditors M/s Roy &

Ray, Chartered Accountants, who has completed their term, for the next fiveyeors,(subject to ratification of their re-appointment ot every Annuol GenerallAeeting) to hold office from the conclusion of this lvleeting tilt the conclusion of theggthAnnual General Meeting of the Company, on sucfi remunerotion and out-of-pocketexpenses, os the Board of Directors may fix."

i.Voted in favour of the resolution:


Portal



1 360 100%


iii.lnvatid Votes:

Total number of members (in person or by proxy) whosevotes were dectared invatid

Total number of votescast by them


PortaI



Page 4 of 10

d. Resolution 4

To consider and approve revision in remuneration payable to Shri. Uddhav Kanoria(DlN: 00108909), President & Whole-time Director

To consider and if thought fit, to pass, with or without modification, the fottowingresotution as an Ordinary Resolution.

RESOLVED THAT pursuant to Section ll of Part ll of Schedule V of the Companies Act,2013 ond other opplicoble laws and consent of the Members of the Company be and ishereby accorded for revision in remuneration poyable to Shri. Uddhav Konorio (DIN:00108909) President & Whole-time Director, w.e.f . 1't February 2017, on the terms ofremunerotion os mentioned in the agreement dated 21.09.2017

(i) Voted in favour of the resotution:


Portal



1 360 100%

(ii) Voted against the resotution:

(iii) Invatid Votes:


Portal



Totat number of membersvotes were declared invatid

(in person or by proxy) whose Total number of votescast by them

Page 5 of 10

e. Resolution 5

To consider and approve Appointment of Shri. Nirbhay Kanoria (DlN: 02558300) as

Director.

To consider and if thought fit, to pass, with or without modification, the foltowingresolution as an Ordinary Resotution.

RESOLVED THAT Shri. Nirbhay Kanoria (DIN:02558300), who is oppointed os onAdditional Director of the Company, in the meeting of the Board of Directors held on30'h January 2017, who holds office upto the date of the ensuing Annual GenerolMeeting under Section 161 of the Componies Act, 2013 and in respect of whom theCompany hos received his candidature for the Office of the Director be ond is herebyoppointed as a Director of the Company with effect from l't February 2017, for aperiod of 3 years, ond be paid a remunerotion plus perquisites as mentioned in theagreement dated 21 .09.2017



(iii) lnvatid Votes:

Total number of members (in person or by proxy) whosevotes were declared invatid

Totat number of votescast by them


Portal



1 360 100%


PortaI



Page 6 of 10

f . Resolution 6

To consider and approve revision in salary of Mrs. Pallavi Kanoria, Vice President -

HR

To consider and if thought fit, to pass, with or without modification, the fottowingresolution as SpeciaI Resolution.

RESOLVED THAT, pursuant to Section 188 of the Companies Act, 2013, read with Rule15 of the Componies (Meeting of Board and its Powers) Rules 2014, the Board ofDirectors in their meeting held on 30th Januory 2017 revised the salary poyabte to Mrs.

Pailavi Konorio, Vice President - HR, of the Company, with effect from |'t February2017.




Tota[ number of members (in person or by proxy) whosevotes were dectared invatid



PortaI



1 360 100%


PortaI

Number of Votes Castfavour of the resotution

Yo of tota[ number ofvatid votes cast

Page 7 of 10

g. Resotution 7

To consider and approve re-appointment of Shri. Abhay Kanoria (DlN: 00108894) asChairman & Managing Director, with effect from 1't April 2017.

To consider and if thought fit, to pass, with or without modification, the followingresolution as an Ordinary Resolution.

RESOLVED THAT pursuant to Part ll of Schedute V to the Companies Act, 2013 consentof the Members of the Company be and is hereby accorded for re-appointment of Shri.

Abhay Kanoria (DlN:00108894), as Chairman & Managing Director of the Company for aperiod of three years from 1 .4.2017 to 31.3.2070, on the same terms and conditions ofhis appointment including remuneration payable to him remaining the same, as

approved by the members at the 92nd Annual Generat Meeting hetd on 2lstSeptember2015, unchanged.

FURTHER RESOLVED THAT the Board of Directors of the Company may revise, amend,atter and vary the above terms of remuneration at any time and the said remunerationis subject to approval of Sharehotders of the Company, as recommended by theNomination & Remuneration Committee.

FURTHER RESOLVED THAT any one Director be and is hereby authorized to enter intonecessary agreement on behatf of the Company with Shri. Abhay Kanoria.



Portat



1 360 100%

(ii ) Voted against the resotution:


Total number of members (in person or by proxy) whosevotes were declared invatid

Totat number of votescast by them


PortaI



Page 8 of 10

h. Resolution 8

To consider and ratify the Appointment of Cost Auditors for Cost Audit Formutationsand to fix the Remuneration for the financial year 2017-18.

To Consider, and if thought fit to pass with or without modification the followingresolution as an Ordinary resolution.

RESOLVED THAT pursuant to the provisions of Section 148 and other appticabteprovisions, if any, of the Companies Act, 2013, and the Companies (Audit and Auditors)Rutes, 2014,(inctuding any statutory modification(s) or re-enactment thereof, for thetime being in force),Ms. Geetha Santhanagopatan, Practising Cost Accountant,(Membership No.'13095)is appointed as Cost Auditor qf the Company, as recommendedby the Audit Committee and approved by the Board of Directors, to conduct the auditof Cost Accounts retating to Formutations for the FinanciaI Year 2017-18 at its meetinghetd on 22nd May, 2017 and the said appointment be and is hereby ratified and shall bepaid a remuneration of Rs.60,000/- per annum(Rupees Sixty Thousand onty), inctudingout of pocket expenses payabte to her.

FURTHER RESOLVED THAT the Board of Directors of the Company be and is herebyauthorized to do atl such acts and take a[[ such steps as may be necessary to give effectto this resotution.

(i) Voted in favour of the resolution:

Number of Members votedthrough electronic votingsystem provided by NSDL

PortaI



1 360 100%

(ii ) Voted against the resotution:

(iii) lnvalid Votes:

Number of Members votedthrough electronic votingsystem provided by NSDL

Portal


% of total nuniber ofvatid votes cast

Totat number of members (in person or by proxy) whosevotes were dectared invatid


1,.,"i..

o

,i.-,

i :itPage 9 of

6. The registers, documents and other retevant records relating to the e-voting shatlremain in our custody until the Chairman considers, approves and signs the minutes ofthe Annual General Meeting and the same were seated and handed over to theComptiance Officer authorized by the Board for safe keeping.

Thanking you,

Ptace:

Dated:Bangatore

21 .09.2017

f-H,*ffi ?"gf-f,,'sfitiffi 'r# 2 1j.,.

"1 :t-

F I oo r, rr,r a r ut rri Pm

L?r? ?ln . rr, "Cubbonpet, Bangalore - boo ooj.

---,

Page 10 of 10

SwAROOP, RAVIS HANKAR AND AS SOCTATE S

Pnncrt s tNc CotvtpANy SrcnrreRlEs

Consolidated Report on voting through e-voting and poll at AGM

To,

The Chairman,

94th Annual General Meeting of the Equity Shareholders ofANGLO-FRENCH DRUGS AND INDUSTRIES LIMITED hetd on 21't September 2017 at4.30 pm hetd at Hotel Abhimaani Vasathi, #2/9, Dr. Rajkumar Road, Rajajinagar,Bengaturu - 560010

Dear Sir,

l, Swaroop S, Partner: Swaroop, Ravishankar & Associates., Practising Company Secretarieshaving the office address al # 716, First & Third Ftoor, Maruthi Nitaya, 4th Cross,

Cubbonpet, Bangatore 560002, Karnataka, having been appointed as Scrutinizer of ANGLO-

FRENCH DRUGS AND INDUSTRIES LIMITED ("the Company"), in its Annua[ GeneralMeeting hetd onSeptember 71, 2017to conduct the e-voting and potl at AGM in a fair and

transparent manner for the fotlowing resotution:

Ordinary Resolution

To receive, consider and adopt the Audited Financial Statements (inctuding Auditedconsotidated Financial Statements) of the Company, for the financial year ended3't'tMarch 2017 together with the Report of the Board of Directors and Auditors thereon

Ordinary Resolution

To appoint a Director in ptace of Shri. Sanatkumar Shirati, (DlN: 05260386), who retiresby rotation and being etigibte, offers himsetf for re-appointment

Address: 2L6, 1st & 3rd Floor, Maruthi Nilaya,4th Cross, Cubbonpet, Bangalore 560 002, Karnataka

Mobile: +91 98800 04635, +91 99801 56599, E-mail: [email protected], [email protected]

Q

Ordinary Resolution

"RESOLVED THAT pursuant to the provisions of Section'139 and other appticabteprovisions, if any, of the Companies Act, 2013 read with the Rutes framed thereunder,Messrs. KAMG & Associates, Chartered Accountants (FRN:311027E), be and are herebyappointed as the Auditors of the Company in ptace of the retiring auditors M/s Ray &Ruy, Chartered Accountants, who has compteted their term, for the next fiveyears,(subject to ratification of their re-appointment at every Annual General Meeting)to hotd office from the conctusion of this Meeting titt the conctusion of the ggthAnnual

General Meeting of the Company, on such remuneration and out-of-pocket expenses, as

the Board of Directors may fix."

Ordinary Resolution

RESOLVED THAT pursuant to Section ll of Part ll of Schedute V of the Companies Act,2013 and other appticabte [aws and consent of the Members of the Company be and is

hereby accorded for revision in remuneration payabte to Shri. Uddhav Kanoria (DlN:

00108909) President & Whote-time Director, w.e.f. 1't February 2017, on the terms ofremuneration as mentioned in the agreement dated 21.09.2017

Ordinary Resolution

RESOLVED THAT Shri. Nirbhay Kanoria (DlN: 02558300), who is appointed as an

Additiona[ Director of the Company, in the meeting of the Board of Directors hetd on

30th January 2017, who hol.ds office upto the date of the ensuing Annua[ GeneralMeeting under Section 161 of the Companies Act, 2013 and in respect of whom theCompany has received his candidature for the Office of the Director be and is herebyappointed as a Director of the Company with effect from 1't February 2017, for a period

of 3 years, and be paid a remuneration plus perquisites as mentioned in the agreementdated 21 .09.2017

Special Resolution

RESOLVED THAT, pursuant to Section 188 of the Companies Act, 2013, read with Rute

15 of the Companies (Meeting of Board and its Powers) Rutes 2014, the Board ofDirectors in their meeting hetd on 30th January 2017 revised the salary payabte'to Mrs.

Paltavi Kanoria, Vice President - HR, of the Company, with effect from 1't February2017.

Page 2 of 14

Ordinary Resolution

RESOLVED THAT pursuant to Part ll of Schedute V to the Companies Act, 2013 consent ofthe Members of the Company be and is hereby accorded for re-appointment of Shri.

Abhay Kanoria (DlN:00108894), as Chairman & Managing Director of the Company for a

period of three years from 1.4.7017 lo 31.3.7020, on the same terms and conditions ofhis appointment including remuneration payabte to him remaining the same, as approved

by the members at the 92nd Annual General Meeting hetd on 21'tSeptember 2015,

unchanged.

FURTHER RESOLVED THAT the Board of Directors of ihe Company may revise, amend,atter and vary the above terms of remuneration at any time and the said remuneration is

subject to approva[ of Sharehotders of the Company, as recommended by the Nomination& Remuneration Committee.

FURTHER RESOLVED THAT any one Director be and is hereby authorized to enter intonecessary agreement on behatf of the Company with Shri. Abhay Kanoria

Special Resolution

RESOLVED THAT pursuant to the provisions of Section 148 and other appticabteprovisions, if any, of the Companies Act, 2013, and the Companies (Audit and Auditors)Rules, 2014,(including any statutory modification(s) or re-enactment thereof, for thetime being in force), Ms. Geetha Santhanagopatan, Practising Cost Accountant,(Membership No.13095)is appointed as Cost Auditor of the Company, as recommended by

the Audit Committee and approved by the Board of Directors, to conduct the audit ofCost Accounts retating to Formutations for the Financial Year 2017-18 at its meeting heldon 22nd May, 2017 and the said appointment be and is hereby ratified and sha[[ be paid aremuneration of Rs.60,000/- per annum(Rupees Sixty Thousand onty), inctuding out ofpocket expenses payabte to her.

FURTHER RESOLVED THAT the Board of Directors of the Company be and is herebyauthorized to do at[ such acts and take at[ such steps as may be necessary to give effectto this resolution

Page 3 of 14

I submit my report as under:

1. The dispatch of notice (s), forms/ or etectronic battot and postage prepaid business

repty envetope(s) was compteted on August 28, 2017.

7-. The members hotding shares as on "retevant date" i.e., September 14,2017wereentitted to vote on the proposed resotution by e-voting or voting through potl atAGM.

3. An advertisement regarding dispatch of notice was pubtished in Financial Express

and Hosadigantha as on September '12, 2017 .

4. The Shareholders of the Company had an option of e-voting or potl at the AGM.

Sharehotders opting to vote through e-voting facitity, cast their votes on thedesignated website (www.evotine. nsdt. com).

The voting through etectronic means commenced from 9:00 AM of 18th September,2017 to 05:00 PM of 20th September, 2017 .

With the support of M/s. Canbank Computer Services Limited, Registrar andTransfer Agent ('RTA') of the Company, the pott papers were'scrutinized and

signatures of Members who had cast their votes were verified with specimensignatures registered with RTA as provided by depositories.

A finat etectronic report of the e-voting was generated by me accessing the dataavaitable to me from the website www.evoting.nsdl.com of NSDL. The votes wereunbtocked by me in presence of two witnesses, , Mr. Aditya, residing at No. 3'129,'tst ftoor,4th phase, Girinagar, Bangatore - 560085 and Ms. Nidhi Parekh, residingat No. 35, 1st main road, Znd stage, Okatipuram, Bangatore -560021who are not inemptoyment of the Company. They have signed betow in confirmation of votesbeing unbtocked in their presence.

Uil"-

Name: Aditya

The particutars of po[[ papers received frorn the Members in physical form(s) andetectronic voting report generated from NSDL (the Authorized Agency for e-voting)have been entered in a separate register maintained for the purpose.

The proxy forms received by post/courier/by hand and the potl papers received atthe AGM were kept under our safe custody. The etectronic battots were maintainedby the NSDL in etectronic registry.

10. There were no potl papers, which were incomptete and/or which were otherwise

5.

6.

7.

\^$'Name: Nidhi Parekh

8.

9.

i !1 r'/^r: I

it ,'', .:. , :

.,,."i,.,.,,,1

Details of lnvatid Votes:

Total number of invalid Potting Paper Total no. of votes cast by them

0 0

'1'1. The consotidated report on the resutts of the voting through battot paper and e-voting are as under:

('t-o '

,=*s .1,ru.pr*or$ 0u$ bt""r

Page 5 of 14

Resolution No. 1:

To receive, consider and adopt the Audited Financial Statements (inctuding AuditedConsotidated Financial Statements)of the Company, for the financia[ year ended 3'1'tMarch2017 together with the Report of the Board of Directors and Auditors thereon

Type of Resotution: Ordinary

Number ofMembers

voted

No. ofshares

hel.d

No. ofvotespotted

% of votespotted on

outstandingshares

No. ofvotes infavour

No. ofvotesagainst

%ofvotes infavourofvotespotted

% of votesagainst on

votespotted

1 2 3 4 5 6 7

Mode of voting (Pott Paper)

Promoterand

PromoterGroup

705395 701745 99.48% 701745 100%

Pubticlnstitutions

210150

Pubtic Non-

lnstitutionsGroup

246955 2885 1.168% 2885 100%

Mode of voting (e-voting)

Promoterand

PromoterGroup

70539s

Pubticlnstitutions

210150

Pubtic Non-

lnstitutionsGroup ('l)

246955 360 0.1457% 360 100%

Page 6 of 14

Resolution No. 2-

To appoint a Director in ptace of Shri. Sanatkumar Shirati, (DlN: 05260386), who retires by

rotation and being etigibte, offers himsetf for re-appointment

Type of Resolution: Ordinary

NumberofMembers

voted

No. ofshares

heLd

No. ofvotespotted

% of votespolted on

outstanding shares

No.

votesfavour

ofin

No. ofvotesagainst

%ofvotes infavourofvotespolted


votespotted

1 2 3 4 5 6 7

Mode of voting (Poll Paper)

Promoterand

PromoterGroup (4)

705395 701745 99.48% 701745 100%

Publiclnstitutions

210150

PublicNon-

lnstitutions Group(26\

246955 2885 1.168% 2885 100%


PromoterandPromoterGroup

705395

PubltcI nstitutions

210150

Pubtic Non-

lnstitutionsGroup (1)

246955 360 0.1457% 360 100%

PageT of 14

Resolution No. 3 -

"RESOLVED THAT pursuant to the provisions of Section 139 ond other opplicableprovisions, if ony, of the Companies Act,2013 reod with the Rules framed thereunder,Messrs. KATAG & Associotes, Chartered Accountants (FRN:311027E), be and ore herebyappointed os the Auditors of the Compony in place of the retiring auditors M/s Ray &Roy, Chartered Accountonts, who hos completed their term, for the next fiveyears,(subject to ratification of their re-appointment ot every Annual GenerolMeeting) to hold office from the conclusion of this Meeting titl the conclusion of the99thAnnual Generol Meeting of the Compony, on such remuneration and out-of-pocketexpenses, as the Board of Directors moy fix."


NumberofMembers

voted

No. ofshares

hetd

No. ofvotespotted

% of votespotted onoutstandingshares

No.ofvotes infavour

No. ofvotesagainst



votespotted

1 2 3 4 5 6 7

Mode of voting (Polt Paper)

Promoterand

PromoterGroup (4)

705395 701745 99.48% 701745 100%

Pubticlnstitutions

210150

Public Non-

I nstitutionsGroup (26)

246955 2885 1.168% 2885 100%


Prornoterand

PromoterGroup

705395

Pubticlnstitutions

210150

Pubtic Non-

InstitutionsGroup ('1)

246955 360 0.1457% 360 100%

Page 8 of 14

Resolution No. 4

RESOLVED THAT pursuant to Section ll of Port ll of Schedule V of the Companies Act,2013 and other opplicoble laws and consent of the Members of the Compony be and ishereby occorded for revision in remuneration payoble to Shri. Uddhav Kanoria (DIN:

00108909) President &. Whole-time Director, w.e.f. 1st Februory 2017, on the terms ofremunerotion as mentioned in the ogreement dated 21.09.2017


NumberofMembersvoted

No. ofshareshetd

No. ofvotespotted

% of votespotled on

outstanding shares

No.

votesfavour

ofin

No. ofvotesagainst



votespotted

1 2 3 4 5 6 7

Mode of voting (Potl Paper)

Promoterand

PromoterGroup (4)

705395 701745 99.48% 701745 100%

PublicI nstitutions

210150

Pubtic Non-


246955 2885 1.168% 288s 100%


Promoterand

PromoterGroup

705395

Publiclnstitutions

210150

Pubtic Non-


746955 360 0.1457% 360 100%

Page 9 of 14

Resolution No. 5 -

RESOLVED THAT Shri. Nirbhoy Kanoria (DIN: 02558300), who is appointed os an

Additionol Director of the Compony, in the meeting of the Boord of Directors held on

30th January 2017, who holds office upto the dote of the ensuing Annual General Meetingunder Section 161 of the Componies Act,2013 ond in respect of whom the Company has

received his candidature for the Office of the Director be and is hereby oppointed as o

Director of the Company with effect from 1st Februory 2017, for o period of 3 yeors, ond

be paid o remunerotion plus perquisites as mentioned in the ogreement doted 21.09.2017


NumberofMembers

voted

No. ofshares

hetd

No. ofvotespotted

% of votespotted on

outstandingshares

No.

votesfavour

ofin

No. ofvotesagainst



votespotted

1 2 3 4 5 6 7

Mode of voting (Pott Paper)

Promoterand

PromoterGroup (4)

705395 701745 99.48% 701745 100%

Pubtic

lnstitutions710150

Pubtic Non-


246955 288s 1.168% 2880 5 99.82% 0.173%


Promoterand

PromoterGroup

705395

Publ.ic

Institutions210150

Public Non-


246955 360 0.1457% 360 100%

Page 10 of 14

Resolution No. 6-

RESOLVED THAT, pursuont to Section 188 of the Componies Act,2013, read with Rule 15

of the Companies (lvleeting of Boord and its Powers) Rules 2014, the Board of Directors intheir meeting held on 30th January 2017 revised the salory payable to Mrs. PalloviKanoria, Vice President - HR, of the Compony, with effect from lst February 2017.

Type of Resotution: Special


No. ofshareshetd

No. ofvotespotted

% of votespolted on

outstandingshares

No. ofvotes infavour

No. ofvotesagainst



votespol.ted

1 2 3 4 5 6 7

Mode of voting (Poll Paper)

Promoterand

PromoterGroup (4)

705395 701745 99.48% 701745 100%

Pubticlnstitutions

210150

Pubtic Non-


246955 2885 1.168% 2880 5 99.82% 0.173%


Promoterand

PromoterGroup

705395

Pubticlnstitutions

210150

Public Non-


746955 360 0.1457% 360 100%

Page 11 of 14

Resolution No. 7 -

RESOLVED THAT pursuant to Part ll of Schedule V to the Componies Act, 2013 consent ofthe Members of the Company be and is hereby accorded for re-appointment of Shri.Abhoy Konoria (DlN:00108894), as Choirmon &. Monaging Director of the Compony for a

period of three years from 1.4.2017 to 31.3.2020, on the same terms and conditions of his

appointment including remunerotion payoble to him remaining the some, os opproved bythe members at the 92nd Annual General Meeting held on 2l'tSeptember 2015,

unchonged.

FURTHER RESOLVED THAT the Board of Directors of the Company may revise, amend,alter and vary the above terms of remunerotion at any time and the said remuneration is

subject to approvol of Shoreholders of the Compony, os recommended by the Nofnination& Remune ration Committee.

FURTHER RESOLVED THAT ony one Director be and is hereby authorized to enter intonecessory agreement on behalf of the Company with Shri. Abhoy Kanoria.


.- :j


No. ofshares

hetd

No. ofvotespoIted

% of votespolted on

outstandingshares

No.ofvotes infavour

No. ofvotesagainst



votespoIted

1 2 3 4 5 6 7

Mode of voting (Polt Paper)Promoterand

PromoterGroup (4)

705395 701745 99.48% 701745 100%

Pubtic

I nstitutions210150

Public Non-

InstitutionsGroup (26)

246955 2885 1.168% 2885 100%

Mode of voting (e-voting)PromoterandPromoterGroup

705395

Pubtic

lnstitutions210150

Pubtic Non-


246955 360 0.1457% 360

,:.'*\,..*., '3r, \\

100%

WPage t2 of L4

Resolution No. 8 -

RESOLVED THAT pursuont to the provisions of Section 148 and other applicableprovisions, if ony, of the Companies Act,2013, ond the Companies (Audit ond Auditors)Rules, 2014,(including any statutory modification(s) or re-enoctment thereof , for thetime being in force), Ms. Geetho Santhanogopalan, Practising Cost Accountont,(Membership No.13095)is appointed as Cost Auditor of the Compony, os recommended

by the Audit Committee and approved by the Boord of Directors, to conduct the auditof Cost Accounts reloting to Formulations for the Finoncial Year 2017-18 ot its meetinghetd on 22nd May, 2017 and the said oppointment be and is hereby ratified ond shatt

be poid o remuneration of Rs.6A,0001- per onnum(Rupees Sixty Thousand only),inctuding out of pocket expenses payoble to her.

" FURTHER RESOLVED THAT the Boord of Directors of the Companybe and is herebyouthorized to do all such acts and toke oll such steps os moy be necessary to give

effect to this resolution.


NumberofMembers

voted

No. ofshares

hetd

No. ofvotespotted

% of votespotted on

outstandingshares

No.ofvotes infavour

No. ofvotesagainst

%ofvotes infavourof'votespotted


votespotted

1 2 3 4 5 6 7

Mode of voting (Potl Paper)Promoterand

PromoterGroup (4)

70s395 701745 99.48% 701745 100%

Pubticlnstitutions

210150

Pubtic Non-


246955 2885 1.168% 288s 100%

Mode of voting (e-votingPromoterand

PromoterGroup

705395

Publ.ic

lnstitutions210150

Public Non-


246955 360 0.1457% 360

1:

100%

Page 13 of 14

12. The registers, documents and other retevant records retating to the e-voting shat[

remain in our custody untiI the Chairman considers, approves and signs the minutes ofthe Genera[ Meeting and the same were seated and handed over to the ComptianceOfficer authorized by the Board for safe keeping.

Thanking you,Yours faithfutty,

Ptace:

Dated:

S-WAROOP S ssM., acs.PRACTISI NG COM PANY SECRETARY' CP 29997# 216, 1st Floor, Maruthi Nilaya, 4th Cross,

Cubbonpet, Bangalore - 560 002.

Page 14 of 14

Documents

SwARoop, RAVr As CotvtPANY - AFDIL · 2017. 9. 27. · SwARoop, RAVr SHANKAR AND As SocIATES Pnecrr s rNc CotvtPANY S rcnrrems SCRUTINIZER'S REPORT [Pursuant to section 109 of the