OS BHAIRAV H. SHUKLA (M. COM., FCS)
PRACTISING COMPANY SECRETARY
Scrutinizer's Report- Combined
Consolidated Report of Scrutinizer's on remote e-voting and voting by poll at the 11th' Annual General Meeting
To
[Pursuant to Sections 108 and 109 of the Companies Act, 2013 and rules 20 and 21 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies
(Management and Administration) Amendment Rules, 2015)
The Chairman of 11th Annual General Meeting of the Equity Shareholders of SHAHLON SILK INDUSTRIES LIMITED held on Monday, 30th September, 2019 at 11.00 a.m. at the Corporate Office of the Company situated at 3rd Floor, Dawer Chambers, Nr. Sub Jail, Ring Road, Surat - 395002, Gujarat, India.
Dear Sir,
Sub.: Combined Scrutinizers' Report on remote e-voting and voting by poll in terms of provisions
of the Companies Act, 2013 read with Rule 20 and Rule 21 of the Companies (Management and
Administration) Rules, 2014 as amended by the Companies (Management and Administration)
Amendment Rules, 2015 and Regulation 44 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 for 11th Annual General Meeting (AGM} of SHAHLON SILK
INDUSTRIES LIMITED held on Monday, 30th September, 2019 at 11.00 a.m. at 3rd Floor, Dawer
Chambers, Nr. Sub Jail, Ring Road, Surat - 395002, Gujarat, India.
1. I, BHAIRAV H. SHUKLA, Practicing Company Secretary (Membership No.: F 6212; C.P. No.:
5820}, was appointed as a Scrutinizer by the Board of Directors of SHAH LON SILK INDUSTRIES
LIMITED ("the Company") pursuant to the provisions of Section 108 of the Companies Act,
2013 ("the Act") read with Rule 20 of the Companies (Management and Administration) Rules,
2014 ("the Rules") as amended by Companies (Management and Administration) Amendment
Rules, 2015 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements), 2015
for the purpose of scrutinising the remote e-voting process and ascertaining the requisite
Page I of 13
105-106, JOLLY PLAZA, BESIDE G. P. COLLEGE, ATHWAGATE. SURAT-395 001. (GUJARAT.)
PH . : (026 l) 2463622, 4057879, M: 98254 05078 e-mail : [email protected]
majority on e-voting carried out on the resolutions contained in the notice to the 11th Annual
General Meeting ("AGM") of the Members of the Company, held on Monday, 30th September,
2019 at 11.00 a.m. at the Corporate Office of the Company situated at 3rd Floor, Dawer
Chambers, Nr. Sub Jail, Ring Road, Surat - 395002, Gujarat;
2. The Company had availed the remote e-voting facility provided by Central Depository
Securities (India) Limited (CDSL) for conducting the remote e-voting by the shareholders of the
Company. The remote e-voting commenced on 26th September, 2019 (9.00 a.m.) to 28th
September, 2019 (5.00 p.m.).
3. On the basis of the votes exercised by the Shareholders of the Company through remote e
voting, I have issued separate Scrutinizer's Report dated 30th September, 2019 on the remote
e-voting.
4. Under the provisions of Section 109 of the Companies Act, 2013 read with Rule 21 of the
Companies (Management and Administration) Rules, 2014 as amended by Companies
(Management and Administration) Amendment Rules, 2015, I, Bhairav H. Shukla, Practicing
Company Secretary, (Membership No.: F 6212; C. P. No.: 5820), was appointed as the
Scrutinizer to conduct the poll process in fair and transparent manner on all the resolutions
contained in the notice to the 11th AGM of the Members of the Company held on Monday, 30th
September, 2019 at 11.00 a.m. at the Corporate Office of the Company situated at 3rd Floor,
Dawer Chambers, Nr. Sub Jail, Ring Road, Surat - 395002, Gujarat.
5. We have issued separate Scrutinizers' Report dated 30th September, 2019 on the poll taken on
all the resolutions contained in the notice to the 11th AGM ofthe Company.
6. We submit herewith our combined report on the result of e-voting together with that of Poll
as under: I,
Bhairav H. Shukla (PCS) /Scrutinizer Report - 2019 / Shahlon Silk Industries Limited Page 2 of 13
I. Ordinary Business:
A. Resolution No. 1: (To pass as an Ordinary Resolution) To consider and adopt the Audited Financial Statement for the year ended 315
t March, 2019, together with the reports of the Board of Directors and Auditors thereon.
(i) Voted IN FAVOUR of the Resolution
Number Members voted
of
Number of votes cast by them
% of Total Number of valid votes cast
Remote E-voting
**28
4315805
100%
(ii) Voted AGAINST of the Resolution
Number Members voted
of
Number of votes cast by them % of Total Number of valid votes cast
(iii) Invalid Votes
Number Members voted
of
Number of votes cast by them
Remote E-voting
Nil
Nil
Nil
Remote E-voting
Nil
Nil
Voting by Poll (Members present
and voted in person
Total
or proxy) --+-----------i
*14
7670744
100%
Voting by Poll (Members present
and voted in person
42
11986549
100%
Total
or proxy) ---+------------,
Nil
Nil
Nil
Voting by Poll (Members present
and voted in person or proxy)
Nil
Nil
Nil
Nil
Nil
Total
Nil
Nil
,~, -t~c~ airav H. Shukla (PCS) /Scrutinizer Report - 2019 / Shahlon Silk Industries Limited Page 3 of 13
- -- -- ------
B. Resolution No. 2: (To pass as an Ordinary Resolution) To declare dividend on equity shares for the financial year ended on 31.03.2019.
(i) Voted IN FAVOUR of the Resolution
Number Members voted
of
Number of votes cast by them % of Total Number of valid votes cast
Remote E-voting
**28
4315805
100%
(ii) Voted AGAINST of the Resolution
Number Members voted
of
Number of votes cast by them % of Total Number of valid votes cast
(iii) Invalid Votes
Number Members voted
of
Number of votes cast by them
Remote E-voting
Nil
Nil
Nil
Remote E-voting
Nil
Nil
Voting by Poll (Members present
and voted in person or proxy)
*14
7670744
100%
Voting by Poll (Men:ibers present
and voted in person or proxy)
Nil
Nil
Nil
Voting by Poll (Members present
and voted in person or proxy)
Nil
Nil
,~~) .. . ... ' Bhrurav H. Shukla (PCS) /Scrutm1zer Report - 2019 / Shahlon SIik Industries Limited
Total
42
11986549
100%
Total
Nil
Nil
Nil
Total
Nil
Nil
Page 4 of 13
C. Resolution No. 3: {To pass as an Ordinary Resolution) To appoint a Director in place of Shri Dhirajlal R. Shah (DIN 00010480), Director who retires by rotation and being eligible, offers himself for re-appointment
(i) Voted IN FAVOUR of the Resolution
Number Members voted
of
Number of votes cast by them % of Total Number of valid votes cast
Remote E-voting
**28
4315805
100%
(ii) Voted AGAINST of the Resolution
Number Members voted
of
Number of votes cast by them
% of Total Number of valid votes cast
(iii) Invalid Votes
Remote E-voting
Nil
Nil
Nil
Voting by Poll {Members present
and voted in person or proxy)
*14
7670744
100%
Voting by Poll (Members present
and voted in person or proxy)
Nil
Nil
Nil
Remote E-voting Voting by Poll (Members present
and voted in person or proxy)
Number Members voted
of Nil Nil
Number of votes cast by them
Nil Nil
Total
42
11986549
100%
Total
Nil
Nil
Nil
Total
Nil
Nil
Page 5 of13
(i)
D. Resolution No. 4: (To pass as an Ordinary Resolution) To re-appoint Auditors and fix their remuneration.
Voted IN FAVOUR of the Resolution
Remote E-voting Voting by Poll (Members present
and voted in person
Total
or proxy) '---------+- ------ -----l
Number Members voted
of
Number of votes cast by them % of Total Number of valid votes cast
**28
4315805
100%
(ii) Voted AGAINST of the Resolution
Number Members voted
of
Number of votes cast by them % of Total Number of valid votes cast
(iii) Invalid Votes
Number Members voted
of
Number of votes cast by them
Remote E-voting
Nil
Nil
Nil
Remote E-voting
Nil
Nil
,~,d,:,}.
*14
7670744
100%
Voting by Poll (Members present
and voted in person
42
11986549
100%
Total
or proxy) '---------+------------l
Nil
Nil
Nil
Voting by Poll (Members present
and voted in person or proxy)
Nil
Nil
Nil
Nil
Nil
Total
Nil
Nil
Bhairav H. Shukla (PCS) /Scrutinizer Report - 2019 I Shahlon Silk Industries Limited Page 6 of 13
11. Special Business:
E. Resolution No. 5: (To pass as an Ordinary Resolution) To ratify the remuneration of Cost Auditors.
(i) Voted IN FAVOUR of the Resolution
Number Members voted
of
Number of votes cast by them % of Total Number of valid votes cast
Remote E-voting
**28
4315805
100%
(ii) Voted AGAINST of the Resolution
Number Members voted
of
Number of votes cast by them % of Total Number of valid votes cast
(iii) Invalid Votes
Number Members voted
of
Number of votes cast by them
Remote E-voting
Nil
Nil
Nil
Remote E-voting
Nil
Nil
Voting by Poll (Members present
and voted in person
Total
or proxye....e) __ --+-------------l
*14
7670744
100%
Voting by Poll (Members present
and voted in person
42
11986549
100%
Total
or proxy) :....:.._--+---------~
Nil
Nil
Nil
Voting by Poll (Members present
and voted in person
Nil
Nil
Nil
Total
or proxy) ---1---------N i I Nil
Nil Nil
Bhairav H. Shukla (PCS) /Scrutinizer Report - 2019 I Shahlon Silk Industries Limited Page 7 of 13
F. Resolution No. 6: (To pass as an Ordinary Resolution) To appoint Shri Vaibhav Jayantbhai Mehta as an Independent Director.
(i) Voted IN FAVOUR of the Resolution
Remote E-voting Voting by Poll Total (Members present
and voted in person or proxy)
Number of **28 *14 42 Members voted
Number of votes 4315805 7670744 11986549 cast by them
% of Total Number 100% 100% 100% of valid votes cast
(ii) Voted AGAINST of the Resolution
Remote E-voting Voting by Poll Total (Members present
and voted in person or proxy)
Number of Nil Nil Nil Members voted
Number of votes Nil Nil Nil
cast by them
% of Total Number Nil Nil Nil
of valid votes cast
(iii) Invalid Votes
Remote E-voting Voting by Poll Total (Members present
and voted in person or proxy)
Nui:nber of Nil Nil Nil
Members voted
Number of votes Nil Nil Nil
cast by them
Y"sErJJ/ Bhairav H. Shukla (PCS) /Scrutinizer Report - 2019 I Shahlon Silk Industries Limited . Page 8 of 13
G. Resolution No. 7: {To pass as a Special Resolution) To appoint Shri Nitin R. Shah as a Whole-time Director.
(i) Voted IN FAVOUR of the Resolution
Number Members voted
of
Number of votes cast by them % of Total Number of valid votes cast
Remote E-voting
**28
4315805
100%
(ii) Voted AGAINST of the Resolution
Number Members voted
of
Number of votes cast by them % of Total Number of valid votes cast
(iii) Invalid Votes
Number Members voted
of
Number of votes cast by them
Remote E-voting
Nil
Nil
Nil
Remote E-voting
Nil
Nil
Voting by Poll {Members present
and voted in person or proxy)
*14
7670744
100%
Voting by Poll {Members present
and voted in person or proxy)
Nil
Nil
Nil
Voting by Poll {Members present
and voted in person or proxy)
Nil
Nil .....
;~ I H
Total
42
11986549
100%
Total
Nil
Nil
Nil
Total
Nil
Nil
~~ Bhairav H. Shukla (PCS) /Scrutinizer Report - 2019 / Shahlon Silk Industries Limited Page 9 of 13
I
H. Resolution No. 8: {To pass as a Special Resolution) To appoint Shri Arvind R. Shah as a Managing Director.
(i) Voted IN FAVOUR of the Resolution
Remote E-voting
Number of **28 Members voted
Number of votes 4315805 cast by them
% of Total Number 100% of valid votes cast
(ii) Voted AGAINST of the Resolution
Number of Members voted
Number of votes cast by them
% of Total Number of valid votes cast
(iii) Invalid Votes
Number Members voted
of
Number of votes cast by them
Remote E-voting
Nil
Nil
Nil
Remote E-voting
Nil
Nil
Voting by Poll (Members present
and voted in person or proxy)
*14
7670744
100%
Voting by Poll (Members present
and voted in person or proxy)
Nil
Nil
Nil
Voting by Poll {Members present
and voted in person or proxy)
Nil
Nil ~ " ~ ....... .
Total
42
11986549
100%
Total
Nil
Nil
Nil
Total
Nil
Nil
Page 10 of 13
I. Resolution No. 9: (To pass as a Special Resolution) To appoint Shri Dhirajlal R. Shah as an Executive Chairman.
(i) Voted IN FAVOUR of the Resolution
Remote E-voting Voting by Poll (Members present
and voted in person or proxy)
Number of **28 *14 Members voted Number of votes 4315805 7670744 cast by them % of Total Number 100% 100% of valid votes cast
(ii) Voted AGAINST of the Resolution
Remote E-voting Voting by Poll (Members present
and voted in person or proxy)
Number of Nil Nil Members voted Number of votes Nil Nil cast by them % of Total Number Nil Nil of valid votes cast
(iii) Invalid Votes
Remote E-voting Voting by Poll (Members present
and voted in person or proxy)
Number of Nil Nil Members voted Number of votes Nil Nil
cast by them
Bhairav H. Shukla (PCS) /Scrutinizer Report - 2019 / Shahlon Silk Industries Limited
Total
42
11986549
100%
Total
Nil
Nil
Nil
Total
Nil
Nil
Page 11 of 13
J. Resolution No. 10: (To pass as a Special Resolution) To appoint Sh ri Jayantilal R. Shah as a 'Head -Accounts & Legal ' to hold office or Place of Profit.
(i) Voted IN FAVOUR of the Resolution
Remote E-voting
Number of **14 Members voted Number of votes 1385472 cast by them % of Total Number 100% of valid votes cast
(ii) Voted AGAINST of the Resolution
Remote E-voting
Number of Nil Members voted Number of votes Ni l cast by t hem % of Total Number Nil of valid votes cast
(iii) Invalid Votes
Remote E-voting
Number of **14 Members voted Number of votes 2930333 cast by them
Voting by Poll (Members present
and voted in person or proxy)
*07
468069
100%
Voting by Poll (Members present
and voted in person or proxy)
Nil
Ni l
Nil
Voting by Poll (Members present
and voted in person or proxy)
*07
7202675
Total
21
1853541
100%
Total
Nil
Nil
Nil
Total
21
10133008
i I.·
Bhairav H. Shukla (PCS) /Scrutinizer Report - 2019 / Shahlon Silk Industries Limited
Note:
** (In remote E- Voting) - as per the discussion held with the representative of the Company, 4 (Four) shareholders are having more than one Client ID / Folio No. We have clubbed their holding considering sole member.
* (In voting by poll) As per the discussion held with the representative of the Company, Eight (8) shareholders used a common / single ballot form for their two or three separate folios/Client ID. Hence, the same considered as single/ same holder and accordingly their holding of the shareholder (in different Client ID/ Folio) were clubbed.
7. The Management of the Company is responsible to ensure the compliance with the requirements of the Companies Act, 2013 and Rules relating to voting through electronic means and poll on all the resolutions contained in the Notice of the 11th AGM of the Members of the Company. Our responsibility as scrutinizers for the e-voting process and for poll at the 11th AGM is restricted to make a Scrutinizers' Report of the votes cast "in favour" or "against" the resolutions stated in the said notice, based on the report generated from the e-voting system provided by CDSL, the authorized agency engaged by the Company to provide e-voting facilities and M/s. Bigshare Services Private Limited (Registrar and Share Transfer Agent) and also at the time of poll taken at the 11th AGM.
crutini · g Company Secretary
. . No. 5820 FCS: F 6212 Date: 30th September, 2019.
Place: Surat
,,.. .... ~ . . .. .. .. .
~-;-:--:::::!,,...
' ,.·
Acknowledge receipt of the same For Shahlon Silk Industries Limited
~ Chairman of 11th AGM of Shahlon Silk
Industries Limited Date: 30/09 /')A:> '-j Place •. S.W'154
Bhairav H. Shukla (PCS) /Scrutinizer Report - 2019 / Shahlon Silk Industries Limited Page 13 of 13