VIHAYAK P®lYC®H Internat fesnal Ltd • • • CIN No. L25209RJ2009PLC030620 UN IT I No 16. Pandur Village. PO Kayarambedu. Via Guduvenchery, Distt Kanchipuram-603 202, Tamil Nadu E-ma il: [email protected]Regd. Office : 312. Navjeevan Complex . 29, Station Road. Jaipur - 302 006 Ph. 2377007, 2378830 www.vinayakpo lycon.com UNIT II H-13-14, Heerawala Ind. Area, Kanota Jaipur-303012 Rajasthan • To, The Manager, Department of Corporate Services BSE Ltd. 25 th Aoo r, P. J. Towers, Dalal Street, Mumbai- 400 001 VPIljBSEIj2019-20/28092019 Saturday, September 28, 2019 44 Vo tin Vi Dear Sir / Madam, In continuation to our earlier letter dated 27 th September, 2019, we hereby submit the Consolidate Scrutinizer's Report on the remote e-voting and voting through physical ballot poll dated 27 th September, 2019, as required under Section 108 of the Companies Act, 2013 and Rul e 20(4) of the Companies (Management and Administration) Rul es, 2014. All the resolutionsw ere passed with the requisite majority by the shareh old er s. Further, Scru tinizer's Rep ort is also available on the Co m pa ny 's w ebsite: www .vinay akpol ycon. com and on the w ebsite of NSD L: www .ev otin g.nsdl.com. You are kindly r equ e sted to take the sa me on record and to inf orm all those conce rn ed accordingly. Th anking You, Yours faithfully, FOR V INAYAK POLYCON INTERNATIONAL LIMITED RASHMI AGARWAL COMPANY SECRETARY & COMPLIANCE OFFICER MEMBERSHIP NO .: 39114 Enclosed : As abo ve , I
UN IT INo 16. Pandur Village.PO Kayarambedu. Via Guduvenchery,Distt Kanchipuram-603 202,Tamil Nadu
E-mail: v inayak@vinayakpo lyco n.com
Regd. Offi ce :312. Navjeevan Complex .
29, Station Road. Jaipur - 302 006Ph. 2377007, 2378830
www.vi nayakpolycon. com
UNIT IIH-13-14, Heerawala Ind. Area,Kanota Jaipur-303012Rajasthan
•
To,The Manager,
Department of Corporate ServicesBSE Ltd.25th Aoor, P. J. Towers, Dalal Street,Mumbai- 400 001
VPIljBSEIj2019-20/28092019Saturday, September 28, 2019
44
VotinVi
Dear Sir / Madam,
In continuation to our earlier letter dated 27th September, 2019, we hereby submit the ConsolidateScrutinizer's Report on the remote e-voting and voting through physical ballot poll dated 27th
September, 2019, as required under Section 108 of the Companies Act, 2013 and Rule 20(4) of theCompanies (Management and Administration) Rules, 2014.
All the resolutions were passed with the requisite majority by the shareholders.
Further, Scrutinizer's Report is also available on the Company's website:www.vinayakpolycon.com and on the website of NSDL: www.evoting.nsdl.com.
You are kindly requested to take the same on record and to inform all those concernedaccord ingly.
Thanking You,
Yours faithfully,
FOR VINAYAK POLYCON INTERNATIONAL LIMITED
RASHMI AGARWAL
COMPANY SECRETARY & COMPLIANCE OFFICERMEMBERSHIP NO.: 39114
SCRUTINIZER'S REPORTTo,The Chairman of10" Annual General Meeting of the Shareholders of Vinayak Polycon International Limited heldon Thursday, 26th September, Z019 at 04:00 P.M. at "parmanand HaW, Ashok Marg, C-Scheme,Jaipur - 302001 (Rajasthan) ("AGM").
Sub: Consolidated Scrutinizer's report on remote e-voting and voting conducted at the AGM.
The Board of Directors of Vinayak Polycon International Limited (hereinafter referred to as"Company") at its meeting held on Wednesday, 14th August, 2019 has appointed me as thescrutinizer for the remote e-votlng process as well as to scrutinize the physical ballot forms to bereceived from the Shareholders at the venue of the AGM pursuant to Section 108 of the CompaniesAct, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (asamended) (hereinafter referred to as "Rule 20") and in accordance with Regulation 44 of theSecurities and Exchange Board of India (listing Obligations and Disclosure Requirements)Regulations, 2015.
Report on Scrutiny:
• The Company had appointed National Securities Depository Limited (hereinafter referred to as"NSDL I Service Provider") as the service provider for the purpose of extending the facility ofremote e-votlng to the Shareholders of the Company. MAS Services Ltd. is the Registrar andShare Transfer Agents (hereinafter referred to as "RTA") of the Company.
• The Service Provider had provided a system for recording the votes of the Shareholderselectronically on all the items,of the business (Ordinary Business) sought to be transacted at theAGM of the Company.
• The Service Provider had set up electronic voting facility on their websitehttps:/Iwww.evoting.nsdl.com . The Company had uploaded all the items of the business to betransacted at the AGM on the website of the Company and also the Service Provider to facilitatetheir Shareholders to cast their vote through remote e-voting.
• The internai cut-off date for the dispatch of the Notice of the AGM was Friday, 23" August, 2019and as on that date, there were 764 Shareholders of the Company. The Service Provider of theCompany had sent the Notices of the AGM along with Annual Report and E-Voting details byemail to 298 Shareholders whose email-IDswere made available by the two Depositories and tothose Shareholders, holding shares in physical form, who had registered their email-IDswith theRTA. In respect of 466 shareholders whose email-IDs were not available, notices were sent bycourier. There was no case where transmission through email had failed.
Further, as confirmed by the management, there were no such envelopes containing notice ofAGM which were returned undelivered.
• The notices sent (both through e-mail and physical mode) contained the detailed procedure tobe followed by the Shareholders who were desirous of casting their votes electronically asprovided In Rule20.
• The Cut-off date for the purpose of Identifying Shareholders who will be entitled to vote on theresolutions placed for approval of the Shareholders was Thursday, 19th September, 2019. Theremote e-voting period remained open from Sunday, 22""September, 2019 at 09:00 A.M. andended on Wednesday, 25th ·September, 2019 at 05:00 P.M.
• The Company completed the dispatch of the notices to the Shareholders by Saturday, 31"August, 2019.
• As prescribed In clause (v) of sub rule 4 of Rule 20, the Company also released an advertisement,which was published 21 days before the date of the AGM in "Financial Express" Englishnewspaper In English language and In "Jansatta" Vernacular newspaper In Vernacular languageon Sunday, 01" September, 2019. The notice published in the newspaper carried the requiredInformation as specified in Sub Rule4(v) (a) to (h) ofthe said Rule20.
• At the end of the voting period on Wednesd ay, 25th September, 2019 at 05:00 P.M, the votingportal of the Service Provider was blocked forthwith. The limited information for theshareholders who have cast their votes, such as name, folio number and number of shares heldwas obta ined from the Service Provider.
• At the venue of the AGM of the Company,the facility to vote through ballot paper was providedto facilitate those Shareholders present in the meeting but could not participate in the Remotee-voting to record their votes.
• After the voting at the AGM was concluded, ballot box kept for the purpose of casting of voteswas locked in my presence with due identification marks placed by me. The locked ballot boxwas subsequently opened in my presence and in presence of two witnesses and the ballotpapers were diligently scrutinized. The ballot papers were reconciled with the recordsmaintained by the RTA of the Company and the authorizations/ proxies lodged with theCompany. The ballot papers, which were incomplete and/or which were otherwise founddefect ive have been treated as invalid and kept separately.
• On 26th September, 2019, after counting of the votes conducted at the venue of the AGMthrough ballot paper, the votes cast through remote e-voting were unblocked by me in thepresence of two witnesses who are not in the employment of the company as prescribed in SubRule4{xll) of the said Rule20.
• Thereafter, I as a scrutinizer duly compiled deta ils of the remote e-voting carried out by theShareholders and the physical voting done at the venue of the AGM by way of Ballot paper, thedetails of which are as follows:
Item ND. 1: Ordinary ResohnloruTD co nsider and adopt the Audited Financial Statements of the company for the year ended 31"
March, 2019, together with the reports of the Board of Directors and AuditDrsthereon,
Total No. ofShareholders/ Folios 763Total No. of Shares 30,81,295Remote E-votingPeriod 22~ September, 2019 to 25~ September, 2019
Number Df Number of sharesVDtes/FDlio
Totalvotes cast through remote ...votine A 10 10,82,910TotalVotes cast throughPolling at AGM B 12 13,25;035Grand Total of remote e-voting / Polling at AGM (MB) C 22 24,07 945Less: Invalid/abstain remote ...voting/ Polls at AGM (On D a 0account of for/against option not indicated)Net remote e-voting/ Polling at AGM (e-D) E 22 24,07,945
NOTES:i. Invalidvotingwasnot taken Into account forcountingofpercentages of valid andinvalid votes.
11. Votes cast In favour or against has been considered on the basis of th e number of shares held as on the datereckoned for the purpose ofthe Polling orthenumber ofshares mentionedInthepolling whichever Isless.
iii. ThereIs nocase where thesharehoider has votedboth through remote e-votlngand pollingatAGM.
SUMMARY OFVOTINGNo. of shares No. of votes " of votes No. of vote s No. of " of votes " of
Promoter/public held polled polled on In Favour Votes In favour votes(1) (2) outstanding (4) against on votes against
shares (5) polled on votes(3)=[(2J/(111· (6)=[(4)/( polled100 2)]010D (7)=[(S)/
(2)]"10DPromoter and 18,38,609 16,28,053 88.55" 16,28,053 a 100% 0.00%Promoter group
Public Institutional a a 0.00% 0 a 100% 0.00%holdersPubllc-othars 12,42,686 7,79,892 62.76% 7,79.892 a 100% 0.00%Total 30,81,295 24,07,94 5 78.15% 24 ,07,945 a 100% 0.00%
Percentage of Votes cast in favour: 100% I Percentage of votes cast against: 0%
RESULT:-Since, the number of votes cast in favour of the resolution is 100%, I repo rt tha t the ordinaryresolutton under sectlon 129 of t he Companies Act, 2013 as set out in the notlce of AGM dated 14th
August, 2019 has been passed by the shareholders with t he requisite majority. The resolution isdeemed to be passe d as on th e date of AGM.
Item No. 2: Ordinary Resolution:To appoint a Director in place of Mr. Vikram Baid (DIN: 00217347), who Is liable to retire byrotation and being eligible offers himself for re-appolntment.
Total No. of Shareholders/ Folios 763Total No. of Shares 30,81,295Remote E-votingPeriod 22""September, 2019 to 25 September, 2019
Number of Number of sharesVotes/Falla
Totalvotes cast through remote e-votlng A 10 10,82,910TotalVotes cast through Polling at AGM B 12 13,25.035GrandTotalof remote e-votlng / PollinRat AGM (A+B) C 22 24,07,945less: Invalid/abstain remote e-voting! Polls at AGM (On D 0 0account of for/against opt ion not indicated )Net remote e-voting/ Polllngat AGM (C-D) E 22 24,07,945
NOTES:l, Invalidvoting was not taken into account for counting of percenta ges of valid and invalid votes.Il. Votes cast In favour or against has been considered on the basis of the number of shares held as on the date
reckoned for t he purpose of the Pollingor the numberof sharesmentionedin the pollingwhichever is less.iii. There is no case where the shareholder hasvoted both through remote e-votlng andpolling at AGM.
SUMMARY OF VOTINGNo. of No. of votes % of vote s No. of No. of % of votes % of votes
promoter/Pub lic shares held polled polled on votes in Votes in favour against on(1) (2) outstand in Favour against on votes vote s
g shares (4) (5) polled polled(3)=[(2)/(1) (6)=[(4)/(2) (7)=[[5)/(2)1*100 1*100 1*100
Promoter and 18,38,609 16,28,053 88.55% 16,28,053 0 100% O.OD%Promoter group
Percentage of Votes cast in favour: 99.76% I Percentage of votes cast against: 0.24%
RESULT:-Since, the numb er of votes cast in favour of the resolution is 99.76%, I report that the ordinaryresolution under section 152 of the Compan ies Act, 2013 as set out In the notice of AGM dated 14th
August, 2019 has been passed by the sha reholders with the requisite majority. The res olut ion isdeemed to be passed as on the date of AGM.
Item No.3: Ordinary Resolution:To appoint MIs Tambi Ashok & Associates, Chartered Accountants (ICAI Registration No. 5301C) asStatutory Auditors of the Company and fix their remuneration.
Total No.of Shareholders/Folios 763Total No.of Shares 30,81,295Remote E~voting Period 22'" September, 2019 to 25m September, 2019
Number of Number of sharesVotes/Folio
Total votes cast through remote e-voting A 10 10,82 .910Total Votes cast through Polling at AGM B 12 13,25,035GrandTotal of remote e-voting / Polling at AGM (A+B) C 22 24,07,945Less: Invalid/abstain remote e-voting! Polls at AGM (On 0 0 0account of for/ against option not indicated)Net remote e-votlng! Polling at AGM (C-D) E 22 24,07,945
NOTES:1. Invalid voting was nat takenIntoaccount forcounting ofpercentages ofvalid andinvalid votes.ii. Votes cast in favour or against has been considered on the basis of the number of shares held as on the date
reckoned for the purpose of the pollingor the numberof shares mentionedIn the pollingwhichever is less.iii. There Is no case where the shareholder has voted bath through remote e-votingand pollingat AGM.
SUMMARY OF VOTINGNo. of shares No. of votes % of votes No. of votes No. of % of votes % of
Promoter/Public held polled polled on in Favour Votes in favour votes(1) (2) outstanding (4) against on votes against
shares (5) polled on votes(3)=[(2)/(1)] (6)=[(4)/1 polled*100 2)]*100 (7l=[(S)/(
2))*100Promoter and 18,38,609 16,28,053 88.55% 16,28,053 0 100% 0.00%Promoter group
Public 0 II 0.00% 0 0 0.00% 0.00%InstitutionalholdersPublic-ethers 12,42,686 7,79,892 62 .76Yo 7,74,126 5,766 99.26% 0.74%
Total 30,81,295 24,07,945 78.15% 24,02,179 5,766 99.76% 0.24%
Percentage of Votes cast in favour: 99.76% I Percentage of votes cast against: 0.24%
RESULT:-Since, the number of votes cast in favour of the resolution is 99.76%, I report that the ordinary
resolution under section 139, 141, 142 and other applicable provisions, if any, of the Companies Act,2013 as set out in the notice of AGM dated 14th August, 2019 has been passed by the shareholderswith the requisite majority. The resolution is deemed to be passed as on the date of AGM.
All the Resolutions mentioned in the AGM Notice dated 14th August, 2019 as per the results abovestand passed under remote e-voting and voting conducted at AGM with the requisite majority anddeemed to be passed as on the date of the AGM.
A soft copy, containing a list of Equity Shareholders who voted "FOR" or "AGAINST" and those whosevotes were declared invalid/abstained, for each resolution is being handed over to the Companyseparately.
I hereby confirm that I am maintaining the Registers received from the RTA and the electronic votingdata received from the Service Provider, in respect of the votes cast through remote e-voting andvoting conducted at AGM by way of Ballot Papers by the Shareholders of the Company. The Ballotpapers and all other relevant records relating to e-voting and physical voting are under my safecustody and will be handed over to the Company Secretary for safe keeping.
This report may be treated as a report under Section 109 of the Companies Act, 2013 and Rule 21(2)of The Companies (Management and Administration) Rules, 2014.
I thank you for the opportunity given to act as a Scrutinizer for the remote e-voting and polling atAGM.
