RANIEET PANDEY ASSOCIATES Company Secretaries Report · Ranjeet Pandey & Associates Company...
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RANIEET PAN DEY 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; [email protected]
Transcript of RANIEET PANDEY ASSOCIATES Company Secretaries Report · Ranjeet Pandey & Associates Company...
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 provisionof Section 108 0! the Companies Act, 2013 read with Rule 20 of the Companies (Managemeniand 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 logiudetails 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; [email protected]
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 byi
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 bythe 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»; WName: 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
NoticeVotes
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: .5ideal 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 assent7:7;
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, 721777
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 vBEesinTsch777777
“£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 custodyuntil 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: New Delhi
Date: 3'“ August, 2019
