Virendra G. Bhatt Company Secretary

Size: px

Start display at page:

Download "Virendra G. Bhatt Company Secretary"

Julius Fisher
5 years ago
Views:

1 Virendra G. Bhatt Company Secretary Office : Office No. 03, A Wing, 9th Floor, Pinnacle Corporate Park, BKC CST Link Rd., MMRDA Area, Bra Kuria Complex, Bra East, Mumbai Tel. : Mobile : bhattvirendra1945@yahoo.c0.in To, The Chairman BOROSIL GLASS WORKS LIMITED 55 thannua1 General Meeting of the members of Borosil Glass Works Limited (CINL99999MH1962PLC012538) at Textiles Committee Auditorium, Textiles Committee Building, P. Balu Road, Near Tata Press, Prabhadevi Chowk, Mumbai on Tuesday, 24 th day of July, 2018 at 11:30 a.m. Sub: Passing of Resolution(s) through electronic voting Ballot papers pursuant to Section of the Companies Act, 2013 read with Rule of the Companies (Management Administration) Rules, 2014 as amended the SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015 The Board of Directors of Borosil Glass Works Limited (hereinafter referred to as the "Company") at its meeting on 30 th May, 2018 has appointed me as the Scrutinizer for the Remote E-voting process physical Ballot Papers received from the members at the venue of the Annual General Meeting pursuant to Section of the Companies Act, 2013 read with Rule of the Companies (Management Administration) Rules, 2014 as amended in accordance with the Regulation 44 of the SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015 ('Listing Regulations') for the Resolutions in respect of the matters as set out in the ice of Annual General Meeting proposed to be transacted by E- voting at the venue of Annual General Meeting through Poll. I say, I am familiar well versed with the concept of E- as prescribed under the said Rules. Report on Scrutiny: The company has appointed Central Depository Services (India) Limited (CDSL) as the Service Provider, for the purpose of extending the facility of Remote E- to the Members of the Company. Universal Capital Securities Private Limited is the Registrar Share Transfer Agent of the Company. CDSL had provided a system for recording the of the Members electronically on all items of the business (both Ordinary Special business) sought to be transacted at the 55 th Annual General Meeting of the company, which was on Tuesday, 24 th July, 2018, CDSL had set up electronic voting facility on their website The Company has uploaded all the items of the business

2 to be transacted at the Annual General Meeting on the website of the Company also on CDSL website to facilitate their members to cast their vote through Remote E-. The benpos date for determining members for the dispatch of the ices of the Annual General Meeting was Tuesday, 15 th June, 2018 (Physical & ) as on that date, there were members of the Company. The Company had sent the ices of the Annual General Meeting along with Annual Report E-voting process by E- mail to members out of whom transmission of 826 had bounced back hence the same were sent to them through courier 31 members had requested for hard copy which was couriered to them. In respect of 3744 members whose IDs were not available, the ices along with Annual Report were sent by Courier to 3744 members. The Company completed the dispatch of the ice of the Annual General Meeting along with Annual Reports in physical form to the members on 30 th June, 2018 through on 28 th June, The ices sent (both through physical form) contained the detailed procedure to be followed by the Members who were desirous of casting their electronically as provided in the Rule 20 of the Companies (Management Administration) Rules, The Cut-off date for the purposes of identifying the Members who will be entitled to vote on the s placed for approval of the Members was 17 th July, As prescribed in the aforesaid Rules, the Remote E-voting facility was kept open for four days from Friday, 20 th July, 2018 (09:00 a.m. IST) to Monday, 23 rd July, 2018 (5:00 p.m. IST). As prescribed in clause (v) of sub rule 4 of the Rule 20 of the Companies (Management Administration) Rules, 2014, the Company also released an advertisement, which was published more than 21 days before the date of the Annual General Meeting in English language in 'Times of India' newspapers dated 01st July, "d July, 2018 having country-wide circulation in Marathi language in 'Maharashtra Times' newspaper dated 01st July, At the end of E-voting period on 23 rd July, 2018 at 5:00 p.m., the voting period portal of the CDSL was blocked herewith. At the venue of the 55 th Annual General Meeting of the Company on 24 th July, 2018, the facility to vote through Ballot Paper was made available to facilitate those members present at the meeting but could not participate in the remote e-voting to cast their. On 24 th July, 2018 after counting of the conducted at the venue of the Annual General Meeting through poll paper, the cast through remote E- facility was duly unblocked by me as a Scrutinizer in the presence of Mrs. Nikita Jain Ms. Amruta Samant who acted as the witnesses, as prescribed in sub-rule 4(xii) of the said Rule 20 of the Companies (Management Administration) Rules, After the voting at the Annual General Meeting was concluded, the locked Ballot box was subsequently opened in the presence of two persons as witnesses, as mentioned above

3 poll papers were diligently scrutinized. The poll papers, which were incomplete /or were otherwise found defective have been treated as invalid kept separately. Thereafter, I as a Scrutinizer, duly compiled the details of remote E- the facility of voting through Ballot Papers provided at the venue of the Annual General Meeting, the details of which are as follows: The combined result of the remote E- together with that of the voting conducted at venue of the Annual General Meeting by way of Ballot Paper are as under: Details Remote E- through ballot paper Total voting voting at Annual General Meeting Number of member who cast their Total number of by them Valid As per details provided in each one of the Resolution(s) mentioned hereunder. As mentioned under each Resolution e: Percentage of cast in or the s are calculated based on the Valid cast through Remote E- or Physical. ORDINARY BUSINESS 1. Item no. 1 of the ice (As an Ordinary Resolution) To Consider adopt: a. the audited financial statements of the Company for financial year ended March 31, 2018, the reports of Board of Directors Auditors thereon b. the audited consolidated financial statements of the Company for financial year ended March 31, 2018 Auditors Report thereon. / Valid Nos. Nos. Nos. Nos. Percentage Nos. Percentage E Ballots Total % 1 - Table showing Bifurcations of s, Financial Institutions Others is as per ANNEXURE A

4 2. Item no. 2 of the ice (As an Ordinary Resolution) To declare dividend on Equity Shares for the year ended March 31, 2018 / Valid Nos. Nos. Nos. Nos. Percentage Nos. Percentage E Ballots Total % 1 Table showing Bifurcations of s, Financial Institutions Others is as per ANNEXURE B. 3. Item no. 3 of the ice (As an Ordinary Resolution) To appoint a Director in place of Mr. P. K. Kheruka, (DIN ) who retires by rotation, being eligible, offers himself for re-appointment. / Valid Nos. Nos. Nos. Nos. Percentage Nos. Percentage E Ballots Total % 1 Table showing Bifurcations of s, Financial Institutions Others is ANNEXURE C. as per 4. Item no. 4 of the ice (As an Ordinary Resolution) To continue the appointment of M/s. Pathak H. D. & Associates, Chartered Accountants (Firm Registration No W) as Statutory Auditors of the Company for the remaining term without any further ratification by the members in terms of the provisions of the Companies Act, 2013 on such remuneration as decided by the whole time Director of the Company. / Valid Nos. Nos. Nos. Nos. Percentage Nos. Percentage E Ballots Total % 2 -

5 Table showing Bifurcations of s, Financial Institutions Others is as per ANNEXURE D. SPECIAL BUSINESS 5. Item no. 5 of the ice (As a Special Resolution) Re-appointment of Mr. B.L. Kheruka (DIN ) as Executive Chairman of the Company Valid Nos. Nos. Nos. Nos. Percentage Nos. Percentage E Ballots Total % 2 - Table showing Bifurcations of s, Financial Institutions Others is as per ANNEXURE E. 6. Item no. 6 of the ice (As an Ordinary Resolution) Appointment of Mr. Rajesh Kumar Chaudhary (DIN ) as a Director / Valid Nos. Nos. Nos. Nos. Percentage Nos. Percentage E Ballots Total % 2 - Table showing Bifurcations of s, Financial Institutions Others is as per ANNEXURE F. 7. Item no. 7 of the ice (As aspecial Resolution) Appointment terms of remuneration of Mr. Rajesh Kumar Chaudhary (DIN ), as Whole Time Director Key Managerial Personnel of the Company

6 / Valid Nos. Nos. Nos. Nos. Percentage Nos. Percentage E Ballots Total % 2 - Table showing Bifurcations of s, Financial Institutions Others is as per ANNEXURE G. 8. Item no. 8 of the ice (As a Special Resolution) Issue of bonus / Valid Nos. Nos. Nos. Nos. Percenta.e _ Nos. Percenta. e E Ballots Total % 37 - Table showing Bifurcations of s, Financial Institutions Others is as per ANNEXURE H.

7 All the Resolutions mentioned in ice of Annual General Meeting dated 18 th June, 2018 as per the details given above st passed with requisite majority on the date of the Annual General Meeting. I hereby confirm that required records are under my safe custody will be hed over the same to the Company Secretary for safe keeping. Date: 24 6 July, 2018 Place: Mumbai Witnesses: Nikita Jain Amruta Samant Countersigned received the Report For Borosil Glass Works Limited Chairman/ Authorised Signatory Date: 24 th July, 2018 Place: Mumbai

8 ANNEXURE A FOR ITEM NO. 1 Resolution required: (Ordinary/ Special) Whether promoter/promoter group are interested in the agenda/? Ordinary Resolution No Group Institutions Mode of E- Polled on outsta nding [1] [2] [3]=I[2 1/111)* 100 in Against in favou r on [4] [5] [61={[ 4]/[2] P'100 on n'f[ 5 ] /1211*10 0 / voted Ballots 0-0 o Total E o Ballots o - o o Total o Public - E Non Ballots Institutions Total Total

9 ANNEXURE B FOR ITEM NO. 2 Resolution required: (Ordinary/ Special) Whether promoter/promoter group are interested in the agenda/? Ordinary Resolution No Group Institution S Public - Non Institution s Mode of Polled on outsta nding [1] [2] [3]=1[2 NM* 100 in Against in on [4] [5] 16 1=114 1/ [2]}*100 on [71=1[5 1/1. 2]}*100 / voted E Total E Total E Ballots Total Total

10 ANNEXURE C FOR ITEM NO. 3 Resolution required: (Ordinary/ Special) Whether promoter/promoter group are interested in the agenda/? Ordinary Resolution No Group Institutions Mode of Polle d on outst i ng share S [1] [2] 13 1=1 12]/[1 1}*10 0 in Agains t in on 14 1 [5] [6]={[4]/ [2]}*100 on [7]={[5]/[ 2]}*100 / voted E Total E Total Public - E Non Ballots Institutions Total Total

11 ANNEXURE D FOR ITEM NO. 4 Resolution required: (Ordinary/ Special) Whether promoter/promoter group are interested in the agenda/? Ordinary Resolution No Group Institutions Public - Non Institutions Mode of Polled on outstan ding in Agains t A) of in favou r on A) of on / voted [ 1] [2] [3]=1[2 [4] [5] [6]=1[ [7]=1[514 1/[111*1 4]/[2]} 2]}* *100 E Total E Ballots Total E Ballots Total Total

12 ANNEXURE E FOR ITEM NO. 5 Resolution required: (Ordinary/ Special) Whether promoter/promoter group are interested in the agenda/? Special Resolution Yes Group Institutio ns Mode of Polled on outstan ding RI [2] [3]'112 ]/[1]}*1 00 in Again st in on on [4] [51 [4'1[4 1/1211* 100 [71={15 1/1 2]}*100 E Total E Total E Public - Non Institutio Ballots ns Total Total voted

13 ANNEXURE F FOR ITEM NO. 6 Resolution required: (Ordinary/ Special) Whether promoter/promoter group are interested in the agenda/? Ordinary Resolution No Mode of Vote s Polle d on outst i ng shar es [1] [2] [3]={ [21/[1 1} *10 0 in Agains t in on [4] [5] [6]={[4]/ [2]}*100 on [7]=1[5] / Group Institutio ns E Ballots 0 - o o - - o Total o E o - - o Ballots o - o o - - Total o o Public - E Non Institutio Ballots ns Total Total o

14 ANNEXURE G FOR ITEM NO. 7 Resolution required: (Ordinary/ Special) Whether promoter/promoter group are interested in the agenda/? Special Resolution No Group Institutio ns Mode of Vote s Polle d on outst i ng shar es [1] [2] [3]' ]Pc10 0 in Agains t in on [ [6]={[41/ 1211*100 on 171'1151/ '100 E _ 0 Tota l E Ballots Total E / Public - Non lnstitutio ns Ballots Total Total

15 ANNEXURE H FOR ITEM NO. 8 Resolution required: (Ordinary/ Special) Whether promoter/promoter group are interested in the agenda/? Special Resolution No Mode of Polle d on outst in g share S [1] [2] [3]=I[ 2]/[1] }*100 in No. of Vote s Agai nst in on [4] l5l l61=1141 /12]}*10 0 on [71=1[51/I 2]}*100 E Group Total E Institutions Total E Public - Non Ballots Institutions Total Total / voted

Plot No. C/1, G Block, (BSE Code: NSE Symbol: GTI_ ISIN: INE043A01012)

Plot No. C/1, G Block, (BSE Code: NSE Symbol: GTI_ ISIN: INE043A01012) REF: GTL/CS-SE/2018-19/016 September 28, 2018 The Secretary BSE Limited Phiroze Jeejeebhoy Towers, 25th Floor, Dalai Street, Fort, Mumbai 400 001. The Secretary National Stock Exchange of India Ltd. Exchange