Secretarial Auditor & Scrutinizer to remote evoting

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Emmeline Bradley
5 years ago
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1 MINUTES OF THE TWENTY EIGHT ANNUAL GENERAL MEETING OF THE MEMBERS OF RAJRATAN GLOBAL WIRE LIMITED HELD ON TUESDAY THE 26 TH DAY OF JULY 2016, AT 2.00 P.M. AT THE REGISTERED OFFICE OF THE COMPANY AT 11/2, MEERA PATH, DHENU MARKET, INDORE, (M.P.) DIRECTORS PRESENT: - 1. Mr Abhishek Dalmia Non Executive Director 2. Mr P.D. Nagar Non Executive Director, Member and Chairman of Nomination & Remuneration Committee 3. Mr. Chandrashekar Bobra Independent Director & Chairman of Audit Committee 4. Mr. Surendra Sing Maru Independent Director 5. Mr. Sunil Chordia Managing Director & Member 6. Mrs. Sangita Chordia Executive Director, Member & Chairperson of Stakeholder Relationship Committee IN PRESENCE: CA Manoj Fadnis CA Vikram Gupte CS Manju Mundra Statutory Auditors of the Company Statutory Auditors of the Company Secretarial Auditor & Scrutinizer to remote evoting IN ATTENDANCE: CS Shubham Jain Company Secretary MEMBERS PRESENT: - Seventeen members were present in person. BOOKS & STATUTORY REGISTER: The following documents and Registers were placed on the table (i) Notice convening the 28 th Annual General Meeting of the Company. (ii) Directors Report along with Annexures thereto for the Financial Year ended on 31 st March (iii) The Audited Accounts and Auditors Report thereon for the Financial Year ended on 31 st March, (iv) The Register of Proxy with no valid proxies received (remained open for inspection during the meeting) (v) The Register of Directors and Key Managerial Personnel and their Shareholding (remained open for inspection during the meeting) (vi) The Register of Contract and arrangements in which directors are interested (remained open for inspection during the meeting) CHAIRMAN Mr. Abhishek Dalmia was unanimously appointed as the Chairman of the meeting and he presided over the meeting. QUORUM At 2.00 P.M.Mr. Abhishek Dalmia commenced the meeting by welcoming the members present at the 28 th Annual General Meeting. He announced that the requisite quorum being present, the meeting is called to the order. The Chairman welcomed the directors and auditors present at the meeting and delivered his speech.

2 NOTICE, DIRECTORS REPORT ALONG WITH ANNEXURES & AUDITORS REPORT The Chairman informed that the Notice convening the 28 th Annual General Meeting along with the Audited Balance Sheet as at 31 st March, 2016 and the Statement of Profit & Loss and the Cash Flow Statement for the year ended 31 st March, 2016 along with the Notes and the Report of the Board of directors and the Corporate Governance and the Auditor s Report have already been circulated to the members and with the permission of the members present were taken as read. The Chairman then announced that until 48 hours before the time of commencement of the Annual General Meeting, 0 (Zero) valid proxies and 2 (Two) representations under Section 113 of the Companies Act, 2013 from M/s Rajratan Resources Pvt. Ltd. & M/s Rajratan Investments Limited covering total (Eleven Lacs Sixty Four Thousand Three Hundred One) equity shares of Rs each, had been received and the same were laid on the table along with the other registers and documents as aforesaid. Mr. Shubham Jain, Company Secretary of the Company presented the Auditors Report and informed to the members that Auditors Report on the financial statements of the Company for the financial Year ended on 31 st March, 2016 did not contain any such qualification, observation or comments which have any adverse effect on the functioning of the company. He stated that in terms of section 145 of the Companies Act, 2013, only the qualifications, observations or comments on financial transactions or matters which have any adverse effect on the functioning of the company are required to be read at the meeting. Since there were no such qualifications, observations or comments, the Auditors Report was not required to be read. However there were certain observations mentioned by the Secretarial Auditor in her report which were read before the meeting by the Company Secretary Mr. Shubham Jain. REMOTE E VOTING The Chairman informed that the Company had provided the facility of remote e- voting and ballot form to its shareholders to exercise their right to vote on resolutions proposed to be passed at the AGM. The Chairman requested Mr. Shubham Jain, Company Secretary to brief the members about the voting procedure at the AGM. Mr Jain informed to the members, that as per the provisions of the Companies Act, 2013 as also the Listing Agreement signed with BSE, the Company has provided the facility of remote e-voting to the Shareholders to enable them to cast their vote electronically. The remote e-voting was open from 23 rd July, 2016 (9.00 A.M.) and ends on 25 th July, 2016 (5.00 P.M.). He added that in line with the Provisions of the Companies Act, 2013 voting by Show of Hands is not permitted at the general meeting where remote e-voting has been offered to the shareholders. It was also informed that the members attending the AGM who have casted theirs vote through remote e-voting are not eligible to vote at the meeting. The Chairman informed that the board has appointed CS Manju Mundra, Practicing Company Secretary (FCS 4431 & COP 3454) as scrutinizer to scrutinize the remote e-voting results PHYSICAL POLL It was informed by the Chairman that the facility for voting through poll paper has also been made available at the AGM and the members attending the meeting who have not casted their vote by remote e- voting shall be able to exercise their right of voting at the meeting through poll paper and instructed the Company Secretary to carry out the physical poll process for all the resolutions specified in the notice. He declared that Ms. Manju Mundra, Practicing Company Secretary will act as the Scrutinizers in the ballot process, which was unanimously accepted by the members present. The Chairman further informed that upon completion of voting by poll, the scrutinizer will count the votes and sign and submit the result to the Chairman by adding the physical votes to the electronically casted votes in favour and against each resolution. CS Shubham Jain arranged for the Poll Box, which was sealed by the Scrutinizer in her presence after showing that it is empty.

3 The Chairman then took up the official business of the meeting. I: ORDINARY BUSINESS BY ORDINARY RESOLUTION: ITEM NO. 1 TO RECEIVE, CONSIDER AND ADOPT: (a) THE AUDITED FINANCIAL STATEMENT OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31 ST, 2016 AND REPORTS OF THE BOARD OF DIRECTORS AND OF THE AUDITORS THEREON. (b) THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31 ST, 2016, TOGETHER WITH THE REPORT OF THE AUDITORS THEREON. The Chairman took up the first item of the agenda and with the consent of the members present, the Ordinary Resolution for item No. 1 of the Notice pertaining to the adoption of the Audited Statement of Profit and Loss Accounts, Balance Sheet, Directors Report and Auditors Report for the Financial Year ended on along with audited consolidated financial statements and the reports of auditor s for the financial year ended on was taken as read. The resolution for Item No. 1 of the Notice read as follows - RESOLVED THAT the Balance Sheet of the Company as at 31 st March 2016, the Profit & Loss Account and Cash Flow Statement for the year ended on that date together with the report of the Auditors and the Directors thereon, as placed before the meeting, be and are hereby received, considered and adopted. RESOLVED THAT the consolidated Balance Sheet of the Company as at 31 st March 2016, the Profit & Loss Account and Cash Flow Statement for the year ended on that date together with the report of the Auditors and the Directors thereon, as placed before the meeting, be and are hereby received, considered and adopted. ITEM NO. 2 TO CONSIDER DECLARATION OF DIVIDEND ON EQUITY SHARES. The Chairman informed to the members that the Board of Directors at their meeting held on had proposed final dividend of Re per equity share of Rs for the financial year ended on With the consent of the members present, the Ordinary resolution for Item no. 2 of the Notice pertaining to the declaration of dividend was taken as read. The resolution for Item No. 2 of the Notice read as follows - RESOLVED THAT in terms of the recommendation of the Board of directors of the Company, the approval of the members of the Company be and is hereby granted for payment of Re (i.e %) on the fully paid-up 43,51,800 Equity Share of Rs.10/- each of the Company for the year and the same be paid to all the members whose names appear in the Register of Members on 19 th July, 2016 and in case of the shares held in the electronic mode to those members whose names appears in the records of the Depository participants as on 19 th July, ITEM NO. 3 TO APPOINT A DIRECTOR IN PLACE OF CA P.D. NAGAR (DIN ), WHO RETIRES BY ROTATION, AND BEING ELIGIBLE, OFFERS HIMSELF FOR REAPPOINTMENT : The Chairman informed that, in terms of provisions of the Companies Act, 2013, not less than two-third of the total number directors, of the company shall be person whose period of office is liable to be determined by rotation. Further one third of such directors shall retire from office and shall be eligible for reappointment at the ensuing Annual General Meeting of the Company. For the purpose of total number of directors independent director shall not be included.

4 It was further informed to the board that out of the eight directors of the Company, three directors are independent and the office of managing and whole time director is not liable to retire by rotation as per the provisions of Article of Association of the Company. Therefore the remaining two directors i.e. Mr Abhishek Dalmia & Mr P.D. Nagar shall retire at this Annual General Meeting of the Company and shall be eligible for re-appointment. The resolution for Item No. 3 of the Notice read as follows - RESOLVED THAT Mr. P.D. Nagar who retires by rotation and being eligible be and is hereby re-appointed as a Director liable to retire by rotation. ITEM NO.4 TO APPOINT A DIRECTOR IN PLACE OF MR. ABHISHEK DALMIA (DIN ), WHO RETIRES BY ROTATION, AND BEING ELIGIBLE, OFFERS HIMSELF FOR REAPPOINTMENT. Since Mr Abhishek Dalmia was interested in this item Mr P.D. Nagar was unanimously appointed as chairman for this item. The Chairman directed Mr Shubham Jain, to read the Ordinary resolution for item No. 4. The resolution for Item No. 4 of the Notice read as follows RESOLVED THAT Mr. Abhishek Dalmia who retires by rotation and being eligible be and is hereby re-appointed as a Director liable to retire by rotation. ITEM NO. 5 RATIFICATION OF APPOINTMENT OF STATUTORY AUDITORS The chairman informed that the M/s Fadnis & Gupte, Chartered Accountants had been appointed as statutory auditors of the company as per provisions of Companies Act, 2013 for a period of three years by the members of the company at their 28 th Annual General Meeting (AGM) held on 26 th July, It was further added, the appointment of statutory auditors so made is subject to ratification by the members of the company at every AGM, as stipulated under section 139 of the Companies Act, With the consent of the members present, the Ordinary resolution for Item no. 5 of the Notice pertaining to the ratification of appointment of statutory auditors was taken as read. The resolution for Item No. 5 of the Notice read as follows RESOLVED THAT pursuant to the provisions of Section 139 and all other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder, as amended from time to time, the Company hereby ratifies the appointment of M/s Fadnis & Gupte, Chartered Accountants (ICAI Firm Registration No C), as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next AGM of the Company to be held in the year 2017 at such remuneration, out-of-pocket, travelling and other expenses incurred by them in connection with audit of accounts of the company, as may be mutually agreed between the Board of Directors of the Company and the Auditors. II: SPECIAL BUSINESS WITH ORDINARY RESOLUTION: ITEM NO. 6 RATIFICATION OF REMUNERATION OF COST AUDITOR The Chairman then took the Item No. 6 relating to ratification of remuneration of payable to M/s Vineet Chopra and Associates, Cost Auditors, who has been appointed by the board to conduct the audit of cost records of the company for the financial year ending on 31 st March, 2016 & 31 st March, In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor as recommended by the Audit Committee and approved by the Board of Directors has to be ratified by the members of the Company in their general meeting. With the consent of the

5 members present, the Ordinary resolution for Item no. 6 of the Notice pertaining to the ratification of remuneration of Cost Auditors was taken as read. The resolution for Item No. 6 of the Notice read as follows RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the remuneration payable during the year 2017 to M/s Vineet Chopra and Associates, Practicing Cost Accountants (FRN No ) appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company For the financial year ended and , amounting to Rs. 50,000/- for each year and re-imbursement of out of pocket expenses to be incurred by them in connection with the aforesaid audit be and is hereby ratified and confirmed. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution. After the above resolutions were moved, the chairman mentioned that shareholders who did not wish to seek any clarification or ask questions could cast their votes by Poll and drop their poll papers provided in the Form MGT-12 in the Poll Box. The Company Secretary further explained the members to fill the entire column in proper manner, like, name, address, LF/Client ID number of shares held, and then mark right tick on the assent or dissent as they may desire opposite to each of the proposed resolution. Then the poll was conducted and the Scrutinizer took the charge of ballot box for necessary action. The Chairman allowed 30 minutes time for polling and after the Scrutinizer ascertained that no member was left for polling. The Scrutinizer locked the Poll Box in presence of the two members and collected the Poll Box for scrutiny of the Poll Papers. The Chairman then invited the members to make comments, offer suggestions and seek clarifications. The members appreciated the quality of Annual Report, speech of chairman, the dividend payout etc. The Chairman then thanked to the members for the kind words and appreciation. Mr Shubham Jain, further informed that the combined result of remote e-voting and voting through poll at the AGM, would be available on the website of the company and also on the website of BSE and CDSL. The meeting concluded at 3.00 P.M. with a hearty vote of thanks proposed by the Company Secretary to the Chair and members who attended the meeting. Place: Indore Dated: CHAIRMAN

6 DECLARATION OF RESULTS OF REMOTE E-VOTING AND POLL AT THE MEETING As per the provisions of the Companies Act, 2013 as also the Listing Agreement, the Company had provided the facility of remote e-voting to the Shareholders to enable them to cast their vote electronically. The Members were provided opportunity to cast their votes by Poll and drop their Poll Papers provided in the Form MGT 12 in the Poll Box and requested to ensure that if any member have casted his vote by E- voting process, they will not be entitled to cast their votes by Poll and if it is casted, the Vote given by e- voting shall be considered as final. The Consolidated results as per Scrutinizer s Report dated 23 rd July, 2016 for all resolutions is as follows No. of Members who casted their votes No. of votes cast by them Votes in favour of the resolutions Votes against the resolutions Invalid votes E-voting Poll TOTAL Based on the Scrutinizer s Report all resolutions as set out in the Notice of 28 th Annual General Meeting have been duly approved by the shareholders with requisite majority.

Partner, Messrs Chaturvedi & Shah. (i) Members Present in person and as authorized representatives of Bodies Corporate as per the Attendance Register:

Partner, Messrs Chaturvedi & Shah. (i) Members Present in person and as authorized representatives of Bodies Corporate as per the Attendance Register: 321 MINUTES OF THE 31 ST ANNUAL GENERAL MEETING OF THE MEMBERS OF JAI CORP LIMITED HELD AT THE REGISTERED OFFICE OF THE COMPANY AT A-3, M.I.D.C. INDUSTRIAL AREA, NANDED 431 603, MAHARASHTRA ON WEDNESDAY