Please note that all the resolutions, as set out in the Notice of 82 nd AGM have been passed by the members unanimously or with requisite majority.

Size: px

Start display at page:

Download "Please note that all the resolutions, as set out in the Notice of 82 nd AGM have been passed by the members unanimously or with requisite majority."

Cuthbert Allison
5 years ago
Views:

1 ~z" P/VIIR/ ENGINEERING & INDUSTRIES LTD. CORPORATE OFFICE 8" Floor, Express Trade Towers , Sector 16A, Noida , UP, India T: I F: W: By E-filing REF TElL SE ate: eptem ber, 2018 The Deputy General Manager The Asst. Vice President, Department of Corporate Services, Listing Department BSE Limited National Stock Exchange of India Ltd., 1SI Floor, New Trading Ring, Exchange Plaza, 5th Floor, Rotunda Building, PJ. Tower, Plot No. CIl, G Block, Dalal Street, Fort, Bandra-Kurla Complex, Bandra (E), MUMBAI MUMBAI STOCK CODE: STOCK CODE: TRIVENI Sub: Disclosure under Regulation 44(3) of the SEBI (LODR) Regulations, Voting Results of the 82 nd Annual General Meeting of the Company held on 28 th September, 2018 together with Scrutinizer's Report Dear Sirs, Pursuant to Regulation 44(3) of the SEBT (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), we submit herewith the agendawise details of voting results of the 82 nd Annual General Meeting (AGM) of the Company held on 28 th September, 2018 in the prescribed format, as per Annexure-I, along with consolidated report of the Scrutinizer on remote e-voting and poll (voting through ballot papers) conducted at the AGM. Please note that all the resolutions, as set out in the Notice of 82 nd AGM have been passed by the members unanimously or with requisite majority. You are requested to please take the above on record and disseminate to all concerned. Thanking you, Yours faithfully, For Triveni Engineering & Industries Ltd., ~~ G~ET~B~LLA Group Vice President Company Secretary & Encl: As above Regd. Office: Deoband, District Saharanpur, Uttar Pradesh CIN No. l15421up1932plc022174

2 SURESH GUPTA & ASSOCIATES COMPANY SECRETARIES 204, Silver Complex, A-73, Opp. Metro Pillar No. 60, Near Nirman Vihar Metro Station, Laxmi Nagar, Oelhi Mob ,Ph , Mail: REPORT OF SCRUTINIZER [Consolidated Report of Remote e-voting and voting at Annual General Meeting pursuant to Section 108 and 109 of the Companies Act, 2013 and Companies (Management and Administration Rules), 2014]and Regulation 44 of SEBI (LIsting Obligations and Disclosure Requirements) Regulations, To, The Chairman 82ndAnnuai General Meeting of the Equity Shareholders Of Mis Triveni Engineering & Industries Limited held on Friday, 28 th day of September, 2018 at 12:30 P.M Dear Sir, I, Suresh Kumar Gupta, Company Secretary in practice, having office at204, Silver Complex,A-73, Opp. Metro Pillar No.60,Near Nirman Vihar Metro Station, Laxmi Nagar, Delhi-ll0092was duly appointed as Scrutinizer by the Board of Directors of Mjs Triveni Engineering & Industries Limited ["the Company"] for the purpose of Scrutinizing the process of voting through remote e-votlng and voting through polling paper in a fair and transparent manner and also for ascertaining the requisite majority as per the provisions of Section 108 and 109 of the Companies Act, 2013 and Companies (Management and Administration) Rules, 2014 and the provisions of Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015at the 82nd Annual General Meeting ("AGM") of the Company held on Friday, 28 th day of September, 2018 at 12:30 P.M at Company's Guest House at Deoband Sugar Unit Complex, Deoband, District Saharanpur, UttarPradesh in respect of the resolutions transacted at the said AGM do hereby submit my report as under:- 1. The Company has appointed Mis Karvy Computershare Pvt. Ltd. ("Karvy"), the Registrar and Share Transfer Agent ("RTA"), to provide and facilitate remote e-voting process to its members to cast their votes through a secured electronic mode on the resolutions to be transacted at the saidagm. 2. The E-Voting period remained open from 9.30 A.M. on Tuesday, the 25 th dayofseptember, 2:H8to 5.00P.M. on Thursday the 27 th day of September, The Shareholders holding shares as on the "cut-off date" i.e. the 21 st day of September, 2018 were entitled to vote on the proposed 5 (Five) Resolutions at Items No.1 to 5 as set out in the Notice dated August 7, 2018 of the 82ndAGMofthe Company. 4. The Chairman ordered poll by polling papers in respect of all the resolutions contained in the Notice of the 82ndAGM for all those members who are present at the AGM and have not cast their votes by availing the remote e-voting facility. Contd...2

3 MIs Triveni Engineering & Industries Limited After the time fixed for declaration of the poll by the Chairman, one Ballot box kept for polling was locked in my presence with due identification marks placed by me. 6. The locked ballot box was opened in my presence and polling papers were diligently scrutinized. The polling papers were reconciled with record maintained by Karvy, RTA of the Company and the authorizations/proxies lodged with the Company. 7. I did not find any poll paper invalid. 8. After the conclusion of the poll at the AGM venue, the votes cast through remote e-v~tin.g were unblocked on September 28, 2018 at 2.30 P.M. in the presence of two witnesses, namely Ms. Radhika Bajpai D/o Sudhir Bajpai R/o The Simbholi Sugar Mills Distillery Division Hapur and Mr. Saras Jain S/o Mr. Ajay Kumar Jain, R/o Loha Mandi, Near Shiv Temple Kila Gate Gwalior who are not in the employment of the Company. They have signed below in confirmation ~~OCked in theirpre~ Ms. Radhika Bajpai (Witness) Mr. Saras Jain (Witness) 9. Based on the reports generated from Karvy e-voting system in respect of votes cast through remote e-voting and the vote cast by members (Including Proxies) through the polling papers at the AGM, the consolidated results of voting on all items of the business are as per Annexure - I is enclosed herewith, which forms part of this report. All the 5 (Five) resolutions contained in the notice of 82ndAGM of the Company have been passed with the requisite majority. The Registers recording the assent or dissent in respect of votes cast by the members of the Company by way of polling papers at the AGM and through remote e-voting and other relevant detail received from M/s Karvy Computershare Private Limited are under my custody and shall be handed over to the Company Secretary after the chairman approves and signs the minutes of theagm. Thanking you, Yours Faithfully, Suresh Kumar Gupta FCS: 5660, C.P. No: 5204 (Scrutinizer) Date: 29/09/2018 Place: Delhi

4 Triveni Engineering & Industries Limited 3 Ordinary Business Resolution No.1: Ordinary Resolution Adoption of (a) Audited Financial Statements, Reports of the Board of Directors and Auditors of the Company for the year ended 31st March, 2018 and {bj Audited Consolidated Financial Stati:meiit:; and R~port of!'.udi!q!,sfer th~ y~ar ~ntlm 31st March:, Annexure-l Remote E-voting Voting through ing Paper Consolidated Voting Results Number of Number of Number of Members Number of Shares Total Number Total Number of "of Votes to Members who Shares for which present and voted for which votes of Members Shares for which total number of voted votes Cast (in person or by proxy) Cast who voted votes Cast valid votes cast Voted in favour of the resolution Voted against the resolution Invalid Votes Note: 1 member holding in aggregate equity shares has abstained from remote e-voting for the resolution no.l only. Based on the aforesaid results, I report that an ordinary resolution as contained in Item No.1 of the Notice dated August 7, 2018, has been passed with requisite majority. Ordinary Business Resolution No.2: Ordinary Resolution Confirmation of payment of interim dividend of Re per equity share paid to equity shareholders during the Flnandal Year ended March 31, 2018 Remote E-voting Voting throurh ing Paper Consolidated Voting Results Number of Number of Number of Members Number of Shares Total Number Total Number of "of Votes to Members who Shares for which present and voted for which votes of Members Shares for which total number of voted votes Cast (in person or by proxy) Cast who voted votes Cast valid votes cast Voted in favour of the resolution Voted against the resolution Invalid Votes Based on the aforesaid results, I report that an ordinary resolution as contained in Item No.2 of the Notice dated August 7, 2018, has been passed with requisite majority. Ordinary Business Resolution No.3: Ordinary Resolution Re- appointment of Mr. Tarun Sawhney (DIN: ), who retires by rotation and, being eligible seeks re- appointment. Remote E voting Voting through in Paper Consolidated VotinR Results Number of Number of Number of Members Number of Shares Total Number Total Number of "of Votes to Members who Shares for which present and voted for which votes of Members Shares for which total number of voted votes Cast (in person or by proxy) Cast who voted votes Cast valid votes cast Voted in favour of the resolution Voted against the resolution Invjllld Votes Q.OO ~9\a&~ Note: 1 member bearing 2 Falio haldlng in aggregate 146,95,375 equity shares has abstained from voting through polling paper for the resolution no. 3 only. ~ " "o~ on.h fo,",," report "'ot '" 0",'''", ''''''''00 con '0"' ttemno.' ofth. Noli" A, has been p sed whh requlslte m'i'''''l~\) ~~~ ~e. ~nyse~.q> -

5 Triveni Engineering & Industries Limited 4 Spedal Business Resolution No.4: Spedal Resolution Re- appointment of Mr. Tarun Sawhney (DIN: ) as Managing Director of the Company(Designated as Vice Chairman & Managing Director) for a Period of 5 years. -".c.f 1$t: October, 2018 and payment of rf?munp.ration to him. Remote E-voting Voting through ing Paper Consolidated Voting Results Number of Number of Number of Members Number of Shares Total Number Total Number of %ofvotesto Members who Shares for which present and voted for which votes of Members Shares for which total number of voted votes cast (In person or by proxy) Cast who voted votes cast valid votes cast Voted in favour of the resolution Voted against the resolution Invalid Votes Note: 1 member bearing 2 Folio holding in aggregate 146,95,375 equity shares has abstained from voting through polling paper for the resolution no. 4 only. Based on the aforesaid results, I report that an special resolution as contained In Item No.4 of the Notice dated August 7, 2018, has been passed with requisite majority. Special Business Resolution No.5: Ordinary Resolution Ratifiactlon of Payment of remuneration to the cost auditors viz Mr Rishl Mohan Bansal (FRN:I02056) and Mr. T.L Sangameswaran (FRN:I02057), Cost Accountants for the FY Remote E-votlng Voting through ing Paper Consolidated Voting Results Number of Number of Number of Members Number of Shares Total Number Total Number of % of Votes to Members who Shares for which present and voted for which votes of Members Shares for which total number of voted votes cast (In person or by proxy) Cast who voted votes Cast valid votes cast Voted in favour of the resolution Voted against the resolution Invalid Votes Based on the aforesaid results, I report that an ordinary resolution as contained in Item No.5 of the Notice dated August 7,2018, has been passed with requisite majority.

TRIVENI ENGINEERING & INDUSTRIES LIMITED Date of the AGM/EGM 28-09-2018 Total number of shareholders on record date 48365 No.

6 TRIVENI ENGINEERING & INDUSTRIES LIMITED Date of the AGM/EGM Total number of shareholders on record date No. of shareholders present in the meeting either in person or through proxy: Promoters and Promoter Group: 8 Public: 199 No. of Shareholders attended the meeting through Video Conferencing Promoters and Promoter Group: Not Applicable Public: Not Applicable Resolution No. 1 ORDINARY - Adoption of (a) Audited Financial Statements, Reports of Board of Directors and Auditors of the Company for the year ended 31st March Resolution required: (Ordinary/ Special) 2018 and (b) Audited Consolidated Financial Statements and Report of Auditors for the year ended 31st March Whether promoter/ promoter group are interested in the agenda/resolution? No % of Votes ed % of Votes in % of Votes on outstanding favour on votes against on votes No. of shares No. of votes shares No. of Votes - in No. of Votes - polled polled Category Mode of Voting held (1) polled (2) (3)=[(2)/(1)]* 100 favour (4) against (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100 E-Voting 1612,61, ,61,854 a ,95, ,95,375 a ,57,229 Promoter and Promoter Group applicable) a a a Total 1759,57, ,57, E-Voting 116,50, ,50,765 a ,22,586 a a Public- Institutions applicable) Total 116,50, ,50, E-Voting 1,15, ,15, ,22, ,22, ,65,295 Public- Non Institutions applicable) Total 8,38, ,38, Total 2579,45, ,46, ,46,

7 Resolution No. 2 ORDINARY - Confirmation of payment of interim dividend of Re 0.25 per share paid to equity shareholders during the financial year ended march 31, Resolution required: (Ordinary/ Special) 2018 Whether promoter/ promoter group are ill interested in the agenda/resolution? No % of Votes ed % of Votes in % of Votes on outstanding favour on votes against on votes No. of shares No. of votes shares No. of Votes - in No. of Votes- polled polled Category Mode of Voting held (1) polled (2) (3)=[(2)/(1)]* 100 favour (4) against (5) (6)=[(4)/(2)] * 100 (7)=[(5)/(2)]* 100 E-Voting 1612,61, ,61, ,95, ,95, ,57,229 Promoter and Promoter Group applicable) Total in 175Q,57, ,57, E-Voting 116,92, ,92, ,22,586 Public- Institutions applicable) Total 116,92, ,92, E-Voting 1,15, ,15, ,22, ,22, ,65,295 Public- Non Institutions applicable) Total ~ o "JO ')(\0 ~ >c~:<,.'::'1>~i'}'i!l(%i!.0i~tililll." :isml i;ff C>' AnM; 8,38,

8 Resolution No. 3 Resolution required: (Ordinary/ Special) ORDINARY - Re-appointment of Mr. Tarun Sawhney (DIN: ) as a Director, who retires by rotation. Whether promoter/ promoter group are interested in the agenda/resolution? Yes " 1 4 % of Votes ed % of Votes in % of Votes on outstanding favou r on votes against on votes No. of shares No. of votes shares No. of Votes - in No. of Votes - polled polled Category Mode of Voting held (1) polled (2) (3}=[(2}/(1)]* 100 favour (4) against (5) (6}=[(4}/(2}]*100 (7}=[(5}/(2}]*100 E-Voting 1612,61, ,61,854 a ,57,229 a a a Promoter and Promoter Group applicable) a a a Total 1612,61, ,61,854 a E-Voting 116,92, ,12,613 56,79, ,22,586 a a a Public- Institutions applicable) a a a Total" 116,92, ,12,613 56,79, * E-Voting 1,15, ,12,764 3, ,22, ,22,404 a ,65,295 Public- Non Institutions applicable) a a a [Total' 8,38, ,35,168 3, "'~7~ It'''>!!!~tt>0"W'!;~!:! A!if,;;!;~;;'!tQ~li; ~,:1Th}' l'k 17R7,n">"1nn 't :llis: :'!'I ;~ frsli6'q"ilt:.:' ;>5 0,3;

9 Resolution No. 4 SPECIAL - Re-appointment of Mr. Tarun Sawhney (DIN: ) as Managing Director of the Company (designated as Vice Chairman & Managing Resolution required: (Ordinary/ Special) Director) for a period of five years w.ej. 1st October 2018 and payment of remuneration to him. Whether promoter/ promoter group are interested in the agenda/resolution? Yes % of Votes ed % of Votes in % of Votes on outstanding favour on votes against on votes No. of shares No. of votes shares No. of Votes - in No. of Votes- polled polled Category Mode of Voting held (1) polled (2) (3)=[(2)/(1)]* 100 favour (4) against (5) (6)=[(4)/(2)]* 100 (7)=[(5)/(2)]* 100 E-Voting 1612,61, ,61, ,57,229 Promoter and Promoter Group applicable) Total 1612,61, ,61, E-Voting 116,92, ,53,348 51,38, ,22,586 Public- Institutions applicable) Total 116,92, ,53,348 51,38, E-Voting 1,15, ,12,218 3, ,22, ,22, ,65,295 Public- Non Institutions applicable) Total 8,38, ,34,622 3, Total 2579,45, ,92, ,49,824 51,42,

Resolution No. 5 Resolution required: (Ordinary/ Special) (FRN: 102057) Cost Accountants for the FY 2018-19. Whether promoter/ promoter group are, interested in the agenda/resolution?

10 Resolution No. 5 Resolution required: (Ordinary/ Special) (FRN: ) Cost Accountants for the FY Whether promoter/ promoter group are, interested in the agenda/resolution? No ORDINARY - Ratification of payment of remuneration to the Cost Auditors, viz Mr. Rishi Mohan Bansal (FRN: )and Mr T. L. Sangameswaran, % of Votes ed % of Votes in % of Votes on outstanding favour on votes against on votes No. of shares No. of votes shares No. of Votes - in No. of Votes - polled polled Category Mode of Voting held (1) polled (2) (3)=[(2)/(1))* 100 favour (4) against (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2))* 100 E-Voting 1612,61, ,61, ,95, ,95, ,57,229 Posta I BalIot (if Promoter and Promoter Group applicable) Total 1759,57, ,57, E-Voting 116,92, ,92, ,22,586 Public- Institutions applicable) Total 116,92, ,92, E-Voting 1,15, ,15, ,22, ,22, ,65,295 Posta I BaIlot (if Public- Non Institutions applicable) Total 8,38, ,37, Total 2579,45, ,87, ,87, For Triveni Engineering & lndustries Ltd. Gr~Sid.nt ~ & Company Secretary

CYll!NT. The National Stock Exchange of India Ltd Exchange Plaza, Bandra-Kurla Complex Sandra (El Mumbai Scrip Code: CYIENT

CYll!NT. The National Stock Exchange of India Ltd Exchange Plaza, Bandra-Kurla Complex Sandra (El Mumbai Scrip Code: CYIENT CYll!NT 13 July 218 BSE Limited PJ Towers 25 t h Floor, Dalal Street Mumbai - 4 1 Scrip Code: 53217 5 The National Stock Exchange of India Ltd Exchange Plaza, Bandra-Kurla Complex Sandra (El Mumbai - 4