CS ABHILASH NEDIYALIL ABRAHAMB.B.A, LLB, A.C.SPRACTISING COMPANY SECRETARY
To,
CONSOLIDATED SCRUTINISER’S REPORT(Pursuant to Section 108 of the Companies Act, 2013 and Rule 20(4)(xii) of the
Companies(Management and Administration) Rules,2014)
The Chairman,
43rd Annnat General Meeting of the Equity Shareholders of Nitta Gelatin India Limited held
on Friday, 2'1d August, 2019 at 12:00 Noon, at Kerala Fine Arts Hall, Fine Arts Avenue,
Pallimukku. Cochin—682016.
Sub: Passing of Resolution through Remote E Voting and Poll conducted at the 43rd Annual
General Meeting of the Equity Shareholders of Nitta Gelatin India Limited
Dear Sir,
1.
{A\\\/
I, Abhilash Nediyelil Abraham, Company Secretary in Practice (M.No.22601;C.P
No.14524), have been appointed as Scrutiniser by the Board of Directors of Nitta
Gelatin India Limited (the Company) (CIN2L24299KL1975PLC002691) for the
purpose of scrutinizing e voting process (Remote E Voting) under the provisions of
Section 100 of the Companies Act, 2013 (the Act) read Wlth Rule 20 of the
Companies (Management and Administration) Rules, 2014 as amended (the Rules)
and Chairman of the 43’” Annual General Meeting has appointed me as the
Scrutiniser for poll by use of Ballet at the meeting under the provisions of Section 109
of the Act read with Rule 21 of the Rules, on the Resolutions contained in the notice
to the 43’L1 Annual General Meeting (AGM) of the Equity Shareholders of the
Company held on 2”“! August, 2019 at 12:00 noon, at Kerala Fine Arts Hail, Fine Arts
Avenue, Pallimukku, Cochin-682 016 and submit my report as under:
The Company had appointed Central Depository Services (India) Limited (CDSL) as
the service provider for extending the facility for the Remote 8 voting to the
Shareholders of theicorhpany from Tuesday, BOth Juty, 2019 (9:00 AM.) till
Thursday, 01st August, 2019(5:00 PM). At the Annual General Meeting, the
Company facilitated the members present in the meeting who could not participate in
the remote e-voting to record their vote h poll by use of ballots.
CS ABHILASH NEDIYALIL ABRAHAMB.B.A, LLBr A.C.SPRACTISING COMPANY SECRETARY
3. As Scrutiniser, my responsibility is to ensure that voting process through remote e-
voting and poll by use of ballots are conducted in a fair and transparent manner and
make a consolidated scrutiniser's report of the total votes cast in favour or against
the resolutions, based on the report generated from the e voting system provided by
Central Depository Services (India) Limited (CDSL).
In compliance of the Rules, I have unblocked the votes on 02.08.2019 at 3:52 PM in
the presence of two witnesses. I have rendered separate Scrutiniser's Report on the
Remote e—voting end Poll by use of baliots at the meeting and I hereby submit
Consolidated Scrutiniser's Report pursuant to Rule 20(4) (xii) on all the Resolutions
contained in the Notice.
5. The resuit 0fthe Remote e voting together with that ofthe Poll is as under:
'SINo
Resolution Type ofResolution
Mode Favour Against
Votes % Votes %
Te receive, consider
and adopt the Audited
Financial Statements
of the Company for
the
ended 31st
2019.
the
Board of Directors
Auditore
the
Year
March
with
the
Financial
together
Report of
end the
thereon and
Audited
Consolidated
Financial Statements
of the Company for
the Financial
31St March
together with
the
ended
2019,
the Report of Auditors thereon.
Year _
Ordinary Remote
E—voting
1147 100 0 _ 0
Poll 6769693 99.99 10 0.01
Total
6770840
99.99
1O
0.01
?_y
Mob: 94468 65161, e-mail: [email protected]
CS ABHILASH NEDIYALIL ABRAHAMB.B.A, LLB, A.C.SPRACTISING COMPANY SECRETARY
T0 declare Dividend Ordinary Remote 1147 100 O 0.
on Optionally E voting
Convertible Poll 6769643 99.99 60 0.01
Preference Shares —
929412 Shares of Total 6770790 599.99 60 0.01
Rs.170/— each
@5.4029°/o p.a.
absorbing an amount
of Rs. 85,36,584.00
(excluding Dividend
Tax).
T0 declare Dividend Ordinary Remote 1147 100 0 0
on Equity Shares E VOfingPoll 6769643 99.99 60 0.01
Total 6770790 99.99 60 0.01To appoint a Director Ordinary Remote 1147 100 0 O
in place of Mr Koichi EVoting
Ogata Poll 6769693 99.99 10 0.01
(DIN107811482). who Total 6770840 99.99 10 0.01retires by rotation and
being eligible, offers
himself for re
appointment
Te appoint Ordinary Remete 1 147 100 0 0
M“ E“ Nandakumar [51%|an 6769693 99.99 10 0.01(DIN: 01802428) as Total 6770840 99.99 10 0.01
Independent Director
To appoint Ordinary Remete 1147 100 0 0
Mr' YOjChirO gamma [5:309 6769693 99.99 10 0.01“3'“: 08237722) as Total 6770840 99.99 10 0.01Independent Director
32/1721A, Pallisseri Kavala, N.H. Byepass, Puthiya Road.Kochi - 25
Mob: 94468 65161, email: [email protected]
CS ABHILASH NEDIYALIL ABRAHAMB.B.A. LLB. A.C.SPRACTISING COMPANY SECRETARY
f.
177 To Re-appoint 8—pecial RemotE 1147 — 100 07 a O 77
Dr. Shinya Takahashi E Voting -DIN- 07809828 Poll 6769693 99.99 10 0.01
1 ‘ )as a Total 5770840" 99.99 10 0.01Whore Time Director
designated as
Director (Technical)
and payment of
remuneration as per
terms and conditions
on the wake of
inadequacy of profit
for the financial year.
_8 To approve payment Special Remote 1147 100 0 0
0f remuneration to E Voting.. Poll 6768496 100 0 0
M" 83"" K' Mam” Total 6769643 99.99 60 0.01(DIN: 00168228)
Managing Director. on
the wake of
inadequacy of profit
for the financial year.
19* Appmmiferenhy Into Ordinary RBRBtB 1147 100 0 0
' “‘1' | Poll 7150 99.54 33 0.46transaction by the Total 829/ 99.60 33 0.40
Company.
”Profieter Group excluded from voting since they are retating parties and not voted against
the mnetution.
0. Tluee ballots were declared as invalid.
/. Ali l1 :6 resolutions stand passed with the tequlsite majority as specified under the
Companies Act. 2013 read with Rules.
f
CS ABHILASH NEDIYALIL ABRAHAM ‘B.B.A, LL.B, A.C.S ‘PRACTESING COMPANY SECRETARY I
8. All relevant records of voting will remain in my safe guetody until the Chairman
considers, approves and sign the minutes of the 43rd Annual General Meeting and
the same shall be handed over to Shri G. Rajesh Kurup, Company Secretary for safe
keeping.
Thanking You,
Yours faithfully
ABHILASH NEDIYALILABRAHAMB.B.A, LL.B, A.C.S
Practising Company SecretaryM.No.22601, C.P.No. 14524
Bldg.No. 32/172114, Pallisseri Kavaie,N.H. Byepass. Puthiva Road, K0chi-25
UDIN: A022601A000002361
Place: Kochi
Date: 02/08/2019
Countersigned by
For Nitta Gelatin India Limitedn
3271721A, Pallisseri Kavala, N.H. Byepass, Puthiya Road,Kochi - 25
Mob: 94468 65161, e-mail: [email protected]