Companies Act Report 2018€¦ · Title: Companies Act Report 2018 Created Date: 20190425142
CONSOLIDATED SCRUTINIZER'S REPORT - … SCRUTINIZER'S REPORT [Pursuant to Section 108 of the...
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ASIT KUMAR LABH B.Com.(H), ACS c/o A.K.LABH & Co. Company Secretaries 40, Weston Street, 3rd Floor, Kolkata - 700 013 (() (033) 2221-9381, 4063-0236, Fax: (033) 2221-9381 (M) :97487-36545 e-mail: [email protected]/[email protected] Website :www.aklabhcom CONSOLIDATED SCRUTINIZER'S REPORT [Pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014] The Chairman of the 42 0d Annual General Meeting of National Plywood Industries Limited . Makum Pathar, Margherita Dist. - Tinsukia Assam - 786187 Dear Sir, I, Asit Kumar Labh, Practicing Company Secretary (ACS - 32891 / CP - 14664) was appointed as the scrutinizer in connection with the 42 nd Ann~al General Meeting of the members of "National Plywood Industries Limited" ("Company") held on Saturday, 23 rd September, 2017 at Makum Pathar, Margherita, Tinsukia, Assam-786 187 at 11.30 A.M. for the purpose of scrutinizing the remote e-voting and voting through physical ballot process in a fair and transparent manner and ascertaining the requisite majority for the said voting as per the provisions of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, on the resolutions referred to in this report. The management of the Company is responsible to ensure the compliance with the requirements of the Companies Act, 2013 and Rules relating to remote e-voting and voting through physical ballot process on the resolutions contained in the Notice of the Annual General Meeting dated 29 th July, 2017. My responsibility as a scrutinizer for remote c-voting and voting through physical ballots is restricted to make a Scrutinizer's Report of the votes cast "in favour" or "against" the resolutions, based on the reports generated from the e-voting system of National Securities Depository Limited (NSDL) and of voting through physical ballots as provided by Maheshwari Datamatics Private Limited, the agencies engaged by the Company to provide remote e-voting / physical ballot facilities. Certified Filing Centre for e-filing under MCA-21, Registered by Ministry of Corporate Affairs, Govt. of India Certified Filing Centre for e-filing under ACES (Central EXCIse & Service [ax) Q ISO 9001 : 2008 Regist~ed QMS
Transcript of CONSOLIDATED SCRUTINIZER'S REPORT - … SCRUTINIZER'S REPORT [Pursuant to Section 108 of the...
ASIT KUMAR LABHB.Com.(H), ACS
c/o A. K. LABH & Co.Company Secretaries
40, Weston Street, 3rd Floor, Kolkata - 700 013(() (033) 2221-9381, 4063-0236, Fax: (033) 2221-9381
(M) : 97487-36545e-mail: [email protected]/[email protected]
Website : www.aklabhcom
CONSOLIDATED SCRUTINIZER'S REPORT
[Pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies(Management and Administration) Rules, 2014]
The Chairmanof the 420d Annual General Meeting ofNational Plywood Industries Limited
. Makum Pathar, MargheritaDist. - TinsukiaAssam - 786187
Dear Sir,
I, Asit Kumar Labh, Practicing Company Secretary (ACS - 32891 / CP - 14664) was appointedas the scrutinizer in connection with the 42nd Ann~al General Meeting of the members of"National Plywood Industries Limited" ("Company") held on Saturday, 23rd September, 2017 atMakum Pathar, Margherita, Tinsukia, Assam-786 187 at 11.30 A.M. for the purpose ofscrutinizing the remote e-voting and voting through physical ballot process in a fair andtransparent manner and ascertaining the requisite majority for the said voting as per theprovisions of the Companies Act, 2013 and Rule 20 of the Companies (Management andAdministration) Rules, 2014, as amended, on the resolutions referred to in this report.
The management of the Company is responsible to ensure the compliance with the requirementsof the Companies Act, 2013 and Rules relating to remote e-voting and voting through physicalballot process on the resolutions contained in the Notice of the Annual General Meeting dated29th July, 2017. My responsibility as a scrutinizer for remote c-voting and voting throughphysical ballots is restricted to make a Scrutinizer's Report of the votes cast "in favour" or"against" the resolutions, based on the reports generated from the e-voting system of NationalSecurities Depository Limited (NSDL) and of voting through physical ballots as provided byMaheshwari Datamatics Private Limited, the agencies engaged by the Company to provideremote e-voting / physical ballot facilities.
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B.Com.(H), ACSc/o A. K. LABH & Co.ASIT KUMAR LABH
Company Secretaries
40, Weston Street, 3rd Floor, Kolkata - 700 013([) (033) 2221-9381, 4063-0236, Fax: (033) 2221-9381
(M) : 97487-36545e-mail: [email protected]/[email protected]
Website : www.aklabh.com
1submit my report as under:
1. The remote e-voting period remained open from 10.00 A.M. 1ST on Wednesday, the zo"September, 2017 up to 5.00 P.M. 1STon Friday, the 22nd September, 2017. .
2. The Shareholders holding shares as on the "cut off' date, i.e. 16th September, 2017 wereentitled to vote on the proposed 6 (Six) resolutions as mentioned in the notice dated 29th
July, 2017 of the Annual General Meeting of the Company.
3. The Company has also distributed the physical ballot forms at the venue of the AnnualGeneral Meeting to enable the shareholders to caste the votes physically in case the samehas not been casted by them through remote e-voting.
4. The locked ballot boxes were subsequently opened in my presence and polllballot paperswere diligently scrutinized. The poll/ballot papers were reconciled with the recordsmaintained by the Registrar and Share Transfer Agents of the Company and theauthorizations/ proxies lodged with the Company.
5. The votes were unblocked on Saturday, the 23rd September, 2017 around 03:20 PM afterthe completion of the Annual General Meeting in the presence of two witnesses, namely,Ms. Sunayna Jaiswal, residing at 17, Karbala Tank Lane, Kolkata-700006 and Ms.Amrita Sampat, residing at 59, Kalicharan Ghosh Road, Kolkata - 700050 who are not inemployment of the Company.
6. The ballots which were incomplete and/or which were otherwise found defective havebeen treated as inval id.
7. The combined result of the remote e-voting [EVEN: 107543] and votes casted throughphysical ballot papers distributed at the AGM venue are as under:
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B.Com.(H), ACSc/o A. K. LABH & Co.ASIT KUMAR LABH
Company Secretaries
40, Weston Street, 3rd Floor, Kolkata - 700 013Cf) (033) 2221-9381, 4063-0236, Fax: (033) 2221-9381
(M) : 97487-36545e-mail: [email protected]/[email protected]
Website : www.aklabh.com
<A> ORDINARY BUSINESS:
a) Resolution 1
To receive, consider and adopt the Audited Standalone & Consolidated financialstatements and the Statement of Profit & loss of the Company for the yearended 31st March, 2017 along with the Reports of the Directors and the Auditorsthereon
(i) Voted in favour of the Resolution:
Mode of voting Number of Number of votes % of totalMembers voted cast by them number of valid
votes castRemote e-voting 132 676795Voting by ballot 3 1036780
Total 135 1713575 100.00%
(ii) Voted against the Resolution:
Mode of voting Number of Number of votes % of totalMembers voted cast by them number of
valid votescast
Remote e-voting 0 0
Voting by ballot 0 0Total 0 0 0.00%
(iii)Invalid Votes:
o
Total number ofvotes cast by them
Total number ofmembers whose voteswere declared invalid
o
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B.Com.(H), ACS
c/o A. K. LABH & Co.AS IT KUMAR LABHCompany Secretaries
40, Weston Street, 3rd Floor, Kolkata - 700 013(l) (033) 2221-9381,4063-0236, Fax: (033) 2221-9381
(M) : 97487-36545e-mail: [email protected]/[email protected]
Website : www.aklabhcom
b) Resolution 2
To appoint a Director in place of Ms. Malvika Periwal (DIN: 02927105) whoretires by rotation and being eligible offers herself for re-appointment
(i) Voted infavour of the Resolution:
Mode of voting Number of Number of votes % of totalMembers voted cast by them number of
valid votescast
Remote e-voting 132 676795Voting by ballot 3 1036780
Total 135 1713575 100.00%
(ii) Voted against the Resolution:
Mode of voting Numberof Number of votes % of totalMembers voted cast by them number of
valid votescast
Remote e-voting 0 0Voting by ballot 0 0
Total 0 0 0.00%
(iii)Invalid Votes:
Total number of Total number ofmembers whose votes votes cast by themwere declared invalid
0 0
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B.Com.(H), ACS
c/o A. K. LABH & Co.ASIT KUMAR LABHCompany Secretaries
40, Weston Street, 3rd Floor, Kolkata - 700 013(f) (033) 2221-9381 , 4063-0236, Fax: (033) 2221-9381
(M) : 97487-36545e-mail: [email protected]/[email protected]
Website : www.aklabh.com
c) Resolution 3
To ratify the appointment of M/s. Jhunhunwala and CO'IChartered Accountants,Kolkata (Firm Registration No. - 302169£) as the Statutory Auditors of theCompany and fixation of their remuneration
(i) Voted in favour of the Resolution:
Mode of voting Number of Number of votes % of totalMembers voted cast by them number of
valid votescast
Remote e-voting 132 676795Voting by ballot 3 1036780
Total 135 1713575 100.00%.
(ii) Voted against the Resolution.-
Mode of voting Number of Number of votes % of totalMembers voted cast by them number of
valid votescast
Remote e-voting 0 0Voting by ballot 0 0
Total 0 0 0.00%
(iii)Invalid Votes:
Total number of Total number ofmembers whose votes votes cast by themwere declared invalid
0 0
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ASIT KUMAR LABHB.Com.(H), ACS
c/o A. K. LABH & Co.Company Secretaries
40, Weston Street, 3rd Floor, Kolkata - 700 013([) (033) 2221-9381, 4063-0236, Fax: (033) 2221-9381
(M) : 97487-36545e-mail: [email protected]/[email protected]
Website : www.aklabh.com
<B>SPECIAL BUS/NESS:
d) Resolution 4 : Special Resolution
To appoint Sri Pradeep Bharat Shethia (DIN: 06369292) as Independent Directorof the Company for a period of 5 years with effect from 31st January, 2017
(i) Voted in favour of the Resolution:
Mode of voting Number of Number of votes % of totalMembers voted cast by them number of
valid votescast
Remote e-voting 132 676795Voting by ballot 3 1036780
Total 135 1713575 100.00%
(ii) Voted against the Resolution:
Mode of voting Number of Number of votes % of totalMembers voted cast by them number of
valid votescast
Remote e-voting 0 0Voting by ballot 0 0
Total 0 0 0.00%
(iii)Invalid Votes:
o .o
Total number ofvotes cast by them
Total number ofmembers whose voteswere declared invalid
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Ragl51.red QMS
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B.Com.(H), ACSc/o A. K. LABH & Co.ASIT KUMAR LABH
Company Secretaries
40, Weston Street, 3rd Floor, Kolkata - 700 013r[) (033) 2221-9381, 4063-0236, Fax: (033) 2221-9381
(M) : 97487-36545e-mail: [email protected]/[email protected]
Website : www.aklabh.com
e) Resolution 5 :Special Resolution
To change the designation of Sri Piyush Periwal (DIN: 00698796) from Vice-Chairman and Managing Director to Chairman and Managing Director of theCompany with effect from 1st Augustl 2017
(i) Voted infavour of the Resolution:
Mode of voting Number of . Number of votes % of totalMembers voted cast by them number of
valid votescast
Remote e-voting 132 676795Voting by ballot 3 1036780
Total 135 1713575 100.00%
(ii) Voted against the Resolution:
Mode of voting Number of Number of votes % of totalMembers voted cast by them number of
valid votescast
Remote e-voting 0 0Voting by ballot 0 0
Total 0 0 0.00%
(iii) Invalid Votes:
Total number of Total number ofmembers whose votes votes cast by themwere declared invalid
0 0
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ASIT KUMAR LABHB.Com.(H), ACS
c/o A. K. LABH & Co.Company Secretaries
40, Weston Street, 3rd Floor, Kolkata - 700 013(l) (033) 2221-9381, 4063-0236, Fax: (033) 2221-9381
(M) : 97487-36545e-mail: [email protected]/asit.labh1 @gmaiLcom
Website : www.aklabh.com
f) Resolution 6 : Special Resolution
To reappoint Sri Piyush Periwal (DIN: 00698796) as Chairman and ManagingDirector of the Company for a further period of 5 (five) years with effect from 1stAugust, 2017 to si" July, 2022
(i) Voted in favour of the Resolution:
Mode of voting Number of Number of votes % of totalMembers voted cast by them number of
valid votescast
Remote e-voting 132 676795Voting by ballot 3 1036780
Total 135 1713575 100.00%
(ii) Voted against the Resolution:
Mode of voting Number of Number of votes % of totalMembers voted cast by them number of
valid votescast
Remote e-voting 0 0Voting by ballot 0 0
Total 0 0 0.00%
(iii)Invalid Votes:
Total number of Total number ofmembers whose votes votes cast by themwere declared invalid
0 0
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B.Com.(H), ACSc/o A. oK. LABH & Co.AS IT KUMAR LABH
Company Secretaries
40, Weston Street, 3rd Floor, Kolkata - 700 013(l) (033) 2221-9381, 4063-0236, Fax: (033) 2221-9381
(M) : 97487-36545e-mail: [email protected]/[email protected]
Website : www.aklabh.com
8. All the resolutions proposed hereinabove have been passed unanimously.
9. The physical ballot forms, remote e-voting register and other related papers / registersand records shall remain in my safe custody until the Chairman of the meeting considers,approves and signs the minutes in this regard and thereafter it will be handed over toCompany Secretary as authorised by the Board of Directors for safe keeping.
Thanking You,
Place: KolkataDated: 25.09.2017
Yours truly,
~ ~ ""-'--..Jj(Asit Kumar Labh)Practicing Company SecretaryACS - 32891/ Cl' No. -14664
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ASIT KUMAR LABHB.Com.(H), ACS
c/o A..K. LABH & Co.Company Secretaries
40, Weston Street, 3rd Floor, Kolkata - 700 013(() (033) 2221-9381, 4063-0236, Fax: (033) 2221-9381
(M) : 97487-36545e-mail: [email protected]/[email protected]
Website : www.aklabh.com
Witness:
(Sunayna Jaiswal)17, Karbala Tank LaneKolkata- 700006
(Amrita Sampat)59, Kalicharan Ghosh RoadKolkata - 700 050
Received the Report oUhe ScrutinizerFor National Plywood Industries Limited
(Shruti Bothra)Company Secretary
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