RANIEET PANDEY ASSOCIATES Company Secretaries Report Ranjeet Pandey & Associates Company Secretaries

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Transcript of RANIEET PANDEY ASSOCIATES Company Secretaries Report Ranjeet Pandey & Associates Company Secretaries

  • RANIEET PANDEY 8L ASSOCIATES

    Company Secretaries ,

    Scrutinizer's Report [Pursuant to section 108 ofthe Companies Act, 2013 and

    Rule 20 ofthe Companies [Management and Administration] Amendment Rules, 2014]

    ,1.“

    Mr. Atul Kumar Mishra

    The Chairman

    30“! Annual General Meeting ofthe Equity Shareholders of

    IMG CORPORATION LIMITED

    Held on 3“1 August. 2019

    at K77/5, [Near Crystal Children's Centre), DLF-ll, Gurgaon-122002, llaryana

    Sub: Scrutinizer's Report on remote e-voting/ Poll conducted in terms ofprovisions of

    Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies _

    (Management and Administration) Amendment Rules. 2014.

    Dear Sir,

    Please refer to your letter dated 13th June, 2019, appointing us as Scrutinizcr for the purpose ol

    scrutinizing the physical ballot and e-voting process in a fair and transparent manner antl

    ascertaining the requisite majority on poll and remote e-voting carried out as per the provision of Section 108 0! the Companies Act, 2013 read with Rule 20 of the Companies (Managemeni and Administration) Amendment, 2014.

    We, Ranieet Pandey & Associates, represented by CS Ranjeet Pandey, Company Secretaries,

    having office at A-62, LGF, Defence Colony, New Delhi- 110024, submit our report as under:

    1. As required under Section 101 and 108 of the Companies Act, 2013, notice of 30th

    Annual General Meeting of the Equity Shareholders ofJMG Corporation Limited ("the

    Company"), scheduled to be held on Saturday. 3rd August, 2019 at 11:00 A.M. at K-

    7/5, (Near Crystal Children's Centre), DLF-ll,Gurgaon-122002, llaryana were sent to

    the members;

    Z, The Shareholders holding shares as on the "cut off” date is. 27'“ oi July. 2019, werr

    entitled to vote on the proposed resolutions (7 items as set out in the Notice ofthe 30th

    AGM ofJMu Corporation Limited).

    3. Detailed instructions relating to polls and remote e-voting facility along with logiu details were provided to the members;

    4. The Company has also published the information relating to remote e-voting in two

    newspapers namely, Financial Express [English Daily) and in Jansatta (Hindi Daily) both on 14‘" July, 2019,

    AAGZ, Basement, Defence Colony. Tel:- 01 146074119, +91-9810558049

    New Delhi-l I0024 Email, rpa@rpalegalioom; cs.ranieet@gmail.com

  • Ranjeei Pande) & Associates

    Company Secretaries

    10.

    11.

    12.

    13.

    The remote e-voting period commenced on Wednesday, 31“ July, 2019 at 9:00 A.M. and

    concluded on Friday, 2“‘1 August, 2019 at 5:00 PM. for the purpose of Annual General

    Meeting held on 3mAugust, 2019 at 11:00 A.M.

    After the time fixed for closing ofthe poll by the Chairman during the Annual General

    Meeting, 1 (One) ballot box kept for pulling was locked in our presence with due identification marks placed by us.

    The locked ballot box was subsequently opened in our presence and pull papers were

    diligently scrutinized. The poll papers were reconciled with the records maintained by i

    the Registrar and Transfer Agents of the Company namely M/s Indus Portfolio Private Limited and the authorizations lodged with the Company.

    The members have also casted their votes through remote e-voting facility provided by the National Securities Depositories Limited ("the NSDL“) on the designated website htt )szzzwww.evotingnsdltom

    We have monitored the process of remote e-voting through the scrutinizer’s secured

    link provided by the NSDL on the designated website.

    No members, who have used the facility of remote e-voting, have casted their vote at

    the Annual General Meeting ofthe Company.

    The votes, made through remote e»voting facility, were unblocked after the conclusion

    of voting at the Annual General Meeting on Saturday, 3“1 August, 2019 at 1:10 PM. in

    the presence on (two) witnesses Mr, Alok Kumar Tripathi and Mr. Yogesh Kumar, who , are not in the employment ofthe Company. They have signed below in confirmation ()1

    the votes being unblocked in their presence.

    WNW? at»; W Name: Mr. Alok Kumar ripathi Name: Mr, Yogesh Kumar

    'l‘he eevoting data was scrutinized by us for verification of votes casted in favour and

    against the resolution.

    The result of voting [including remote e-voting] on the below mentioned resolution is

    as under:

  • Ranjeet Pandey & Associates

    Company Secretaries

    (a) To receive. consider and adopt the Financial Statements of the Company for the financial year ended on March 31, 2019. including the audited balance sheet as at March 31. 2019. the statement of Profit 8: Loss and Cash Flow Statement for the

    financial year ended on that date and the Report of the Board of Director [the

    Board) and Auditors thereon.

    Voted in “Favour" or "Against” ofthe resolution:

    ltem No.7; VVotiing Method Votes in assent Votes in dissent Invalid Notice Votes

    Nos.

    U

    %age Nos. %age Nos.

    Item No.71 ’

    WE-‘Voting 1,000 90.91 100 909 N11. (as Ordinary

    RSSOIUIIDUI Poll 1.03.63.431 100 NIL N,A. NIL

    3351 1,03,64,431 99.99 100 0.01 NIL

    (b) To appoint a director in place of Mr. Pramod Kumar Nanda (DIN-00213613), who retires by rotation and being eligible, offers himself for re-appointment.

    Voted in "Favour" or "Against" ofthe resolution:

    99.99 100

    "lite": Nor??? TintingMethod Votes in assent Votes in dissent Invalid; Notice Votes

    Nos. ‘Voagefir NI)? %age Nos:

    ItemN‘éf— E-Voting 1,000 90.91 100 9.09 NIL [as Ordinary

    “fl

    .

    -

    RESOIUUOHI Poll 1,03,63,431 100 NIL N.A. Nlli

    Total 1,03,64,431 0.01 NIL

    (c) Appointment of Mr. Atul Kumar Mishra (DIN 00297681) as Managing Director 01' the Company for a period of 5 (Five) Year and fixation of his remuneration.

    Voted in "Favour" 0r "Against" oi'the resolution:

  • Ranjeel Pandey & Associates

    Company Secretaries

    Itern 7N0. of Voting Method Votes in assent Votes indissent Invalid

    Notice Votes

    Nos. fl

    %age Nos. %age Nos.

    Item NTs E-Voting 1,000 ode? 100 909 NIL;

    [as Special ,

    Resolution) Poll 18,83,100" 100 ML NA. Nll.

    7: .5 ideal 18,84,100 99:9?

    100 0.01 NIL

    * Mr. Atul Kumar Mishra holding 84,80,331 Equity shares

    has not casted his vote on item no. C.

    as he is interested in the matter.

    [(1) Continuance of appointment of Mr. Pramod Kumar Nanda (DIN- 00213613)

    as

    Non- Executive Director w.e.f. lst April, 2019.

    Voted in "Favour" or “Against" ofthe resolution:

    ”Item No. of votinigill’leawicli Votesrin assent 7:7;

    Votesindiissent 755mm I

    Notice .

    Votes

    Nos. "/oage

    .

    Nos. %age Nos.

    iEeEfiNJT E-Voting '7

    1,000 9091 Too 9.09 Nit

    [as Special

    RESOIUtIOH) P011 1,03,63,431 100 NIL NA.

    NIL

    Total 1,03,64,431 99.99 100 0.01 NIL

    (e) To re-appoint Mr. Salish Kumar Grover (DIN- 05242073) as an Independent

    Director.

    Voted in "Favour" or "Against" ofthe resolution:

    Ito“: No; Tr Voting lVIeTJIod Votesin assent Vfis in dissent Invalid

    Notice

    Votes

    Nos. “/oage Nos. %age Nos.

    7

    Item No. 5 E-Voting 1,000 90.91 100 9.09

    NIL

    _gs;.§£;2flu;

  • Ranjeez Pandey & Associates

    Company Secretaries

    Resolution] par 1,03,63, 72177 7

    NIL N.A.' NIL

    Total 1,03,64,431 100 0.01 NIL

    (f) To re-appoint Mr. Avantsa Krishna (DIN- 00904526) as an Independent Director.

    Voted in "Favour" or "Against" 0f the resolution:

    Item No. of Notice

    Item No. 6

    7*

    (as Special

    Resolution)

    Voting Method Votes in assent Votes in dissent Invalid

    Votes

    Nos. %ag:777 Nosf' %age Nos. =

    EVoting7 1,000 '

    90191 100 9.09 Nll.

    V

    POI] 1,03,63,431 , 100 NIL N.A. NH.

    Total 1.03.64.431 99.99 100 0.01 NIL

    (g) To shift the registered office of the Company from the state of Haryana to

    National Capital Territory ofDeIhi.

    Voted in "Favour” or “Against." ofthe resolution:

    7075110. 7of7 vatingiaéthad vBEesinTsch77777 7

    “£2751 dissent nil/an? Notice Votes

    Nos. %age Nos. %age Nosr _

    Item NE 077 7E»Voting 1,000 7

    90.91 100 9.09 NIL

    (as Special

    RESUIUCIOH) Poll 1,03,63,43} 100 NIL N.A. NIL

    Total 1,03,64,431 99.99 100 0.01 NIL

    14. The votes [through ballots/e-votes] casted by the members of Company in favour at

    the resolution are more than the requisite majority, and therefore, the resolutions arr

  • ll

    Ranjeet Pandey & Associates

    Company Secretaries

    doomed to be passed. The Chairman may declare the result accordingly.

    15. The Register and all other papers relating to e-voting shall remain in our safe custody until the Chairman considers, approve and sign the minutes of the Annual General

    Meeting and thereafter the same shall be returned and handed over to the Company.

    Thanking You.

    Yours faithfully

    weak QM“ CS Ranjeet Pandey Mr. Atul Kumar Mishra

    RANIEET l’ANDEY 8: ASSOCIATES Chairman of 30th Annual General Meeting

    Company Secretaries

    FCS NO.59ZZ

    CP N0.6087

    Place