us Ashok Kumar DagaB. Com. (Hi, [[0, FCS

Practising Company Secretary

AVANI OXFORD. PHASE ll

IJGJHSSORH ROAD, BLOCK -1

FLAT ’1 iii, IS'I' FLOOR

KOl.K/\'I'A - 700055

Phone :+9l .33 32916365

Mobile : 09831036425, 09830236425

E-mail :daga.aslIoqu‘gmailxom

SCRUTINIZER’S REPORT

[Pursuant to Section l08 nl‘tIIe Companies Act, 2013 and Rule 200flhe Companies

(Management and Administration) Rules, 2014]

_

‘Afstak'r DAVID LIMITEDI Name-olitlte Comp—any

“SWEIIIIIal—Gmral Meeting”Meeting

PEEM: __ _ _

'I’riday. 09'“ day ofAugust. 2019at4.00 p.m.—_

Venue Science City‘ Seminar Hall S-l8 (A & B). J.B.S.

Haldane Avenue. K0kata-700046

To

The Chairman.

SO‘hAnnual General MeetingAlbert David Limited

0- Block. 3rd Floor. Gillander House

Netaji Subhas Road. Kolkata-70000l

1. APPOINTMENT AS SCRUTINIZER

l was appointed as Serutinizer for the remote e-voting as well as the voting conducted at the

Annual General Meeting (AGM) ofthe ALBERT DAVID LIMITED (herein alter referred

to as the Company) held on Friday, 09th day of August, 2019 at 4.00 pm. at Science City,

Seminar Hall 8-18 (A & B), J B S Haldane Avenue, Kokata-700046.

2. DISPATCH 0F NOTICE CONVENING THE MEETING

The Company has informed that, on the Basis of the Register of Members and the list at

Beneficiary owners made available by the depositorics, the Company completed dispatch of

the Notice ofthe AGM;

i. By Registered Post to 2823 members

ii. By Email to 6381 members

3. CUT-0PF DATE

The Voting rights were reckoned as on 02nd August, 2019 being the cut-off date for the

purpose of deciding the entitlements of members at the remote e-voting and voting at the

meeting.

fixa {L/

ASHOK KUMAR Wag};Practlcing Company Secretary

FCS-2699 8,: (LP-2948

Office: 1, Crooked Lane, 2nd Floor, Room # 212, Kolkata - 700 069, W.B., India

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4. Remote E-Voting:4.1 Agency:The Company had appointed CDSL as the agency for providing the remote c-voting platform.

4.2 Remote e-voting:Remote e-voting platl‘onn was open from 10.00 em. on Monday. 05lh August. 2019 to 05.00

pm. Thursday. 08'“ August, 2019 and members were required to cast their vote electronically

conveying their assent or dissent in respect of the Resolutions, on the remote e-voting

platt‘onn provided by CDSL.

5. Voting at the AGM:

5.1 As prescribed under Rule 20(4)(xiii) ofthe Companies (Management and Administration)

Amendment Rules, 2015, for the purpose of ensuring that the members who have cast their

votes through remote e-voting do not vote again at the general meeting, the Scrutinizer shall

have access, afier closure of period of remote e-voting and before the start of the general

meeting. to only such details relating to members who have cast their vote through remote e-

voting. such as their names. folios, number ofshares held, but not the manner in which theyhave voted.

5.2 Accordingly, CDSL provided us with the names, DP ld / folio numbers and the

shareholding ofthe members who had cast their votes through remote e-voting.

5.3 The Company had provided facility of Ballot voting at the venue ofthe meeting to those

members who had not casted their vote through remote e-voting.

6. Counting Process

6.] 0n Completion of voting at the meeting, CDSL provided us with the List of Members

who had cast their votes, with their holding details and details of the Vote on each of the

Resolutions.

6.2The votes were reconciled with the Records maintained by the Company and RTA with

respect to the authorizations/ proxies lodged with the company.

6.3 I unblocked the e-voting results on the CDSL E- voting platform before Ms. Rittika

Gupta and Ms. Nilu Nigania who are not in employment ofthe company and downloaded the

E~voting results.

as,

ASHOK KUMAR DEGAPracticing Compan Y Secreta

FCS-2699 8: CP-2948FY

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7. Resuits

?.i l olnen‘ed that ~

‘

na-

3; .‘i members hate casted their ““08 through the llallnt- \oting t‘aeilit} provulezl atthe meeting.

it. 5 members had cast their votes through remote e- toting.

32 ‘lbe Consolidated Results \sith respect to each item on the agenda set out in the notice ofAGM dated 29""313}; 2010 is enclosed.

7.3 Based on aforesaid results. Ordinary Resolutions contained in Ordinary Business in Item

No. l to Item No. 3 has been passed with the requisite majority & Item No. 4 & item No. 7

contained in Special Business as Ordinary Resolution has been passed with the requisitemajority & Special Resolutions contained in Special Business in Item No. S S; item No 6 has

been passed with the requisite majority.

7.4 'lhe Registers. all other papers and relevant records relating to c-voting and ballot papersshall be remain in our safe custody till the Chainnan considers. approves and signs the

minutes ofthe aforesaid Annual General Meeting and thereafter the same will be handed over

to the Company.

72631.. c.

ASHOK KUMAR DAGAPracticing Company SecretPlace: Knlkala

PCS-2699 F; CP'29‘18ary

Dated: 10.08.20] 9

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Item No.1:

'l‘oreceiye eo"

. Itslde ..

- u . ..

.

ended 1151 March £81115] “(10111 the Audited l~nmnelul Statement oftlte Lompnny lor the year

- ‘ ..- and the Reports ol‘the Board nt‘l)irectors and the Auditors thereon.

I 1 MIMltI-zttor sn-zmncitT— _KW ii? WEIS’E'GN‘I‘Afii-TIT “7.07:1;'

—'-‘-IN

1 hasten-1 mum "'I'm'AL RI-LMO'I‘I'Z IIAI,I.0'I' 1‘ mi"‘

’W'Rir 0/" or

1 11' ..

"WING Ic-vorm: VOTING tom. tom.

\UIING A'I'MIM A'I‘AGM miles NO. or

(awn-:0 ISSUED

.

snnnes

ifi-‘ifil_ _5_s___ 39 41 505 3470000 3470505 100% ”003110.;

Imssmr 0 2

——#

2— "'0_*—‘ —2#—— ?-———-- 0"—

0

| INVALID (I 0 I) 0 TFT 0

1 TOTAL 5 38 43 505 3470002 3470507 |I)0% 00.91%#

Based on aforesaid Results, Ordinary Resolution Contained in Item no. I of the Notice dated

29'h May. 2019 has been passed with requisite majority.

Item No.2

To declare dividend.

NUMBER 01" MEMBERS NUMBER 01“ VOTES (ION'I'AINEI) %,\(iI'l

IN

REMOTE BALLOT 'I’O'l'Al. REMOTE BALLOT TOTAL "/0 0 1" "/o ()I-'

E— VOTING IC-VOTIN (i VO'l‘l NG TOTAL 'I'O'I'A l,

VOTING A'I‘AGM A’I'AGM VOTES NO. 01"

CASTEI) ISSUE!)

SHARES

ASSEN'I~ 5 36 41 505 3476000 3476505 100% 60.91%

DISSENT 0 2 2 0 2 2 0 0

INVAUD 0 0 0 0 0 0 0 0

TOTAL 5 38 43 505 3476002 3476507 100% 60.91%

Based on aforesaid Results, Ordinary Resolution Contained in Item no. 2 of the Notice dated

291h May, 2019 has been passed with requisite majority.

05%;ASHOK KUMAR DAGA

Practicing Company SecretaryPCS-2699 & CP-2948

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Item No.3

“:3???“:1 ,D'm‘lm itt-plucc 01' MrS. l’rnhlnmali 1)evi Kothari (DIN: 00051860). who

T“ ”U 3 “NW". (Ind. heme eligible. ol'l’er herself for reappointment.

:J.\| Humor \lli\lltl.lts Willi—LR Ul- 'iF'oTt's—r‘dfiit'fi'no

T mm;'

. __

IV _ ..

i'ur‘WH- u'Hljlt-ll' "'Wilii'fiomtotr; 'tmuor TOTAL 7. 01:7"); "Tor

':" Hmsr: ammo WIN: 'lOI‘AL row.

i Hm“; I" “5‘1I

M Arm wrrus NO. or 1'

(TASTE!) . lsst'mi

_. __ 4* __ __‘I {suntan

:ANNL 5 25 30” 505 7-130 7m 99-79%_.

9-937"?

'_I_)tsst.>:l 0

'

2

'

"2 0

_

2" '2"'_'

'

"0,21% 0 _;'- [fiat-Iii— '0" 0 0 '0 0 0 0 J 0 J

. low 5 27 32 505 433 943 100% I 0.02% l

Based on aforesaid Results, Ordinary Resolution Contained in Item no. 3 ofthe Notice dated

2‘)"h May, 2019 has been passed with requisite majority.

Item No.4

Appointment of Independent Director

To consider and ifthought fit, to pass the following resolutions as Ordinary Resolutions:

“RESOLVED THAT pursuant to the provisions of Section 149. 150. 152 read with

Schedule 1V and other applicable provisions. ifany, ofthc Companies Act. 2013 ("the Act“)

(including any statutory modification(s) or rc-enactment(s) thereof for the time being in

force). the Companies (Appointment and Qualification 01‘ Directors) Rules. 2014 and such

other rules as may be applicable. the Securities and Exchange Board 01" India (Listing

Obligations and Disclosure Requirements) Regulations. 2015 and other applicable laws.

regulations and guidelines. it any. Mr. Shirish G. Belapure (DIN : 02219458), who was

appointed as an Additional Director (Non-Executive. Independent) of the Company by the

Board ol‘Direetors with echct From 14111 February, 2019 under Section 161 and the Articles

of Association ol~ the Company and on the recommendation of the Nomination and

Remuneration Committee 01' the Board of Directors of the Company. be and is hereby

appointed as an Independent Director of the Company. not liable to retire by rotation. for a

term offivc years from 14th February, 2019.

RESOLVED FURTHER THAT members of the Board of Directors be and they are hereby

severally authorized to do all such acts, deeds and things to give effect to the resolution and

matters incidental and ancillary thereto."

LPracticing COrnquR DAGA

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.\t'.\nn:ttorthmnts'_"_'

"TV—[13min—"oIFT'tTrITSTfiN'rAINEt—f Via—(iiif—m—F"'

IN

REMO’I‘F. BALLOT lrom. REMO'I’l-Z BALLOT TOTAL “A. or % or

t:- VOTING E-\’()'1‘11\'(: vorw: Tom TOTAL

VOTING .t'mcm A’I‘AGM VOTES so. or

(.‘AS’I'ED ISSUED

. . .____ __ _,_ __

srmm;s_

ASSENT 5 as 43 505 3476002 3476507 100%

"

60.9 “/5'

DISSIZNI‘ 0 0 0 0 0 0 0 0

'INVAHI) 0 0 0 0 0 o 0 0

t'Ol‘At. 5 38 43 505 3476002 3476507 |0(% 60.91% 1

Based on aforesaid Results, Ordinary Resolution Contained in Item no. 4 ofthc Notice dated

29th May. 2019 has been passed with requisite majority.

Item No.5

Revision in Remuneration payable to Wholetime Director designated as Executive

Chairman

To consider and ifthought fit, to pass the following resolutions as Special Resolutions:

“RESOLVED THAT pursuant to the provisions of section 196. 197, 198 and 203 and other

applicable provisions. ifany. ofthe Companies Act, 2013 and the rules made there under

(including any statutory modification or re—enactment thereof) read with Schedule V of the

Companies Act. 2013. relevant provisions of the Securities and Exchange Board of lndia

(Listing Obligations and Disclosure Requirements) Regulations. 2015 and other applicable

laws. regulations and guidelines. iiany. and subject to any other approvals. ifapplicable, and

upon the recommendation oFthe Nomination and Remuneration Committee and approval of

the Audit Cmnmittee. the consent of members ofthe Company be and is hereby accorded for

revision in remuneration payable to Mr. Arun Kumar Kothari (DIN: 00051900), Wholetime

Director designated as Executive Chairman ofthe Company for the period from lst April,

2019 to 3lst March, 2020 in the manner and to the extent set out in the Explanatory

Statement annexed to this notice.

ED FURTHER THAT notwithstanding the above, in the event of loss or

inadequacy ol‘ profits in the financial year. Mr. Arun Kumar Kothari, Executive Chairman,

will be paid salary and perquisites not exceeding the limits prescribed in Section-11 of Part-II

of Schedule-V of the Companies Act. 2013 or such other limits as may be prescribed by the

Central Government from time to time as minimum remuneration.

RESOLV

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do

deeds and things as it may in its absolute discretion deem proper, necessary or

all such acts. ..

foregoing resolutions and to settle any question, difficulty or

desirable to give efTect to the

doubt that may arise in the said regard."

ASHOK KUM R DA

Practicing Company Secretary

PCS-2699 & (JP-2948

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_'""J_

#73"T'TN‘ibi 1TH) flirt—1:—'_

m"

TVlfiitiri'zii'oi-Tilizi11'iizfifi““

flm—‘UTIIH-ZR 0" "0"

|IN _.____._.__.—--—--—-_-'

i“'

_"

iota—161? fiKLitT 7673‘?" 10151011: 11711.1.01‘ row. "/0 or “a0!-

rt- \'(r11.\'(: li-VO'I'ING vmm: 'I‘O'I‘MI IUHL i

\‘UI‘ING “aunt ,1’1‘,\(;.\1 \‘O’I‘ES W- or i

.

(TAS‘I‘EI) 1ss1 +211 11 1' swam

[assIaNr '5 25 30 505 436 941 00,7<)%__0.02% __1

lowsum'

0 2 2 0 2 2 0.21°/9_ 0___i

1 main)" '0‘ 0 0 T 0 0 0 l 0

1'10'1‘AL 5 27 32 505 433 943 1w

Based on aforesaid Results. Special Resolution Contained in item no. 5 ofthe Notice dated

29‘h May. 2019 has been passed with requisite majority.

Item No.6

Revision of remuneration of Managing Director and CEO of the Companv

To consider and ifthought fit, to pass, the following resolution as Special Resolution:

“RESOLVED THAT pursuant to the provisions ofsection 196, 197, 198 and 203 and other

applicable provisions, ifany, of the Companies Act, 2013 and the rules made there under

(including any statutory modification or re-enaetment thereof) read with Schedule V ofthe

Companies Act, 2013, and subject to any other approvals, if applicable. and upon the

recommendation ofthe Nomination and Remuneration Committee and approval ofthe Audit

Committee, the consent ol’membcrs ot‘the Company be and is hereby accorded for revision

in remuneration payable to Mr. Tarminder Singh Parmar (DlN: 05118311). Managing

Director & CEO ofthe Company for the period from 1st April, 2019 to 3lst March, 2020 in

the manner and to the extent set out in the Explanatory Statement annexed to this notice.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do

all such acts, deeds and things as it may in its absolute discretion consider proper, necessary

or desirable in order to give effect to the foregoing resolution and to settle any question,

difficulty or doubt that may arise in the said regard."

FNUMBER or MEMBERS NUMBER or vores composer) vamp

IN

1REMOTE mum TOTAL REMOTE BALLOT TOTAL 0/0 01‘ 0/» orr

worm: vorrsc s-vorme VOTING row. row.

ATAGM arm.“ vores so. or

(ms-r121) 1ss1rrzn

,

.

sutures:

1ASSEN'! 5 3s 43 505 3476002 3476507 100% 60.9w?

[msswr 0 0 0 0 0 0 0 0 i

i lNVALIi) 0 0 0 0 0 0 0 0'

I, .t

1

1101M, 5 33 43 505 3476002 3476507 100% 60.91%.

ASHOK mama DAGA

Practicing Company Secretary

PCS-2699 & (SP-2948

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izs‘li :‘ ‘1 11.

‘ . ., ,

1

1kain tittrtsatd Results. MiLelttl Resolution (onttuned 1n item no. (1 ol the NOlICC dated

3‘ I I F) ' ‘

\ \ t1

' u . I '

-) Mi)- ~019 has been passed Wllll reqtnsne unnortty.

ltcm No.7

>. ‘. .

l .1\ men! olRemunerntton to Cost Auditor

lo consider and if thought lit, to pass the following resolutions as Ordinary Resolutions:

“RESOLVED TllA'l‘ pursuant to the provisions oi" Section MSG) and all other applicable

provisions. il‘ any. ol‘ the Companies Act, 2U|3 and the Crunpanies [Audit and Auditors)

Rules. 2014 (including any statutory 1110di|ication(s) or ire—enactment thereof. for the time

being in force). M/s. S. Gupta & Co. Cost & Management Accountants. Kolkata (Firm

Registration No. 000020). Cost Auditors appointed by the Board of Directors of the

Company. to conduct the audit of the cost records of the Company For the financial year

ending March 3|. 2020. be paid the remuneration as set out in the Explanatory Statement

annexed to the Notice convening this meeting.

RESOLVED FURTHER THAT the Board of Directors ofthe Company be and is herebyauthorised to do all acts and take all such steps as may be necessary, proper or exped1cnt to

give effect to this resolution.”

NUMBER OFMICMBERS NUMBER OI" VOTES CONTAINED "/01“th

IN

RICMO'I‘E BALLOT TOTAL REMOTE BALLOT TOTAL "/0 OF °/o 0F

15- VOTING E-VOTING VOTING TOTAL TOTAL

VOTING ATAGM A’I'AGM VOTES NO. OF

(TASTE l) ISSUED

_

SHARES

FasseNT 5 38 43 505 3476002 3476507 100% 00.01%

msscnr 0 0 0 0 0 0 0 0

mvmo 0 0 0 0 0 0 0 0

Tor/11. 5 33 [43 505 3476002 3470507 100% 60.91%

Based on aforesaid Results, Ordinary Resolution Contained in Item no. 7 ofthe Notice dated

29‘" May, 2019 has been passed with requisite majority.

La

ASHOK KUMAR DAG

Practicing Company SecretaryPCS-2699 '>1; C3P-2948

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