consolidated scrutinizer’s report · thirty lakh sixty six thousand seven hundred and forty...
TRANSCRIPT
Consolidated Scrutinizer’s Report
[Pursuant to Section(s) 108 and 110 of the Companies Act, 2013 read with Rule 20 and 22
of the Companies (Management and Administration) Rules, 2014 as amended from time to
time and in terms of General Circular Nos. 14/2020 & 17/2020 issued by the Ministry of
Corporate Affairs on April 08, 2020 and April 13, 2020, respectively “MCA circulars”]
To,
The Chairman
HERO FINCORP LIMITED
(CIN: U74899DL1991PLC046774)
34, Community Centre, Basant Lok
Vasant Vihar, New Delhi 110057
Dear Sir,
I, Devesh Kumar Vasisht, Partner of M/s Sanjay Grover & Associates, Practicing Company
Secretaries firm, having office at B-88, First Floor, Defence Colony, New Delhi-110024,
was appointed as Scrutinizer by the Board of Directors of HERO FINCORP LIMITED
(‘the Company’) in their meeting held on May 25, 2020, for conducting the Postal Ballot
process of the Company in a fair and transparent manner in respect of the Resolutions as
proposed in the Postal Ballot Notice dated May 25, 2020, for the purpose of scrutinizing
the Postal Ballot process, in a fair and transparent manner pursuant to the provisions of
Section(s) 108 and 110 of the Companies Act, 2013 (the “Act”) read with the Rules 20 and
22 of the Companies (Management and Administration) Rules, 2014, as amended from
time to time, the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Secretarial Standard–2 on “General
Meetings” issued by the Institute of Company Secretaries of India and other applicable
laws and regulations (including any statutory modification(s) or re-enactment(s) thereof, for
the time being in force).
In terms of section 110 of the Act and in terms of the circulars issued by the Ministry of
Corporate Affairs, Government of India (the "MCA") vide its General Circular No.14/2020
dated April 8, 2020 and General Circular No.17 /2020 dated April 13, 2020 (the "MCA
Circulars"), in view of the current extraordinary circumstances due to COVID- 19 pandemic
requiring social distancing, companies were advised to take all the decisions requiring
members' approval, other than items of ordinary business or business where any person
has a right to be heard, through the mechanism of postal ballot/ e-voting in accordance
with the provisions of the Companies Act and rules made thereunder, without holding a
general meeting that requires physical presence of members at a common venue.
The MCA has further clarified that for companies that are required to provide e-voting
facility under the Companies Act, 2013 while they are transacting any business(es) only by
postal ballot up to June 30,2020 or till further orders, whichever is earlier, the requirements
provided in Rule 20 of the Companies (Management and Administration) Rules, 2014 (the
"Rules") as well as the framework provided in the MCA Circulars is applicable mutatis
mutandis.
In compliance with the requirements of the MCA Circulars, hard copy of Postal Ballot
Notice alongwith Postal Ballot Forms and pre-paid business envelope was not required to
be sent to the Members for this Postal Ballot. Further, in compliance with the above said
MCA Circulars, the Company had duly sent Postal Ballot Notice by e-mail to all its
Members who have registered their e-mail addresses with the Company, its their
Registrars and Transfer Agents or Depository/Depository Participants and the
communication of assent/ dissent of the Members were only to take place through the
E-voting system in accordance with above said MCA Circulars.
The management of the Company is responsible to ensure the compliance with the
requirements of the Companies Act, 2013 and Rules thereof including MCA Circulars in
respect of the resolution contained in the Postal Ballot Notice. Our responsibilities as
scrutinizers is restricted to ensure that the e-voting process and postal ballot process is
conducted in a fair and transparent manner and make a consolidated scrutinizer’s report of
the votes cast ‘For’ or ‘Against’ the resolutions stated in the Postal Ballot Notice and also
mentioned herein below, based on the reports generated from the e-voting system
provided by the Link lntime India Private Limited i.e. https://instavote.linkintime.co.in, the
authorised agency to provide e-voting facilities, engaged by the Company
S.No. Type of Resolution Particulars
1. Special Resolution Adoption of restated Articles of Association of the
Company
2. Special Resolution Amendment in the “Hero Fincorp Employee Stock
Option Plan 2017”
3. Ordinary Resolution Re-Appointment of Mrs. Renu Munjal
(DIN: 00012870) as Managing Director for the
period of 5 (Five) years and fixation of remuneration
thereof
In connection with the above referred matters, I hereby submit my report as under:
1. In wake of the extraordinary circumstances due to COVID-19 pandemic and
nationwide lock down in the Country declared by Government of India since March
24, 2020, the Company had decided to conduct Postal Ballot in accordance with
MCA Circulars. Accordingly, in compliance with the requirements of the MCA
Circulars, the physical copy of the Postal Ballot Notice along with Postal Ballot
Forms and pre-paid business envelope were not sent to the shareholders of the
Company for this Postal Ballot and shareholders were required to communicate their
assent or dissent through the remote e-voting system only.
2. The Company had completed the dispatch of Postal Ballot Notice by email on May
28, 2020, to all the shareholders, whose names appear on the Register of Members/
List of Beneficial Owners as received from the Depositories, National Securities
Depository Limited (‘NSDL’), Central Depository Services (India) Limited (‘CDSL’)
and who have registered their email addresses in respect of electronic holdings with
the Depository through the concerned Depository Participants and in respect of
physical holdings with the Company’s Registrar and Share Transfer Agent, Link
Intime India Private Limited (“RTA”) as on May 22, 2020 (“cut- off date”).
3. The Company has published an advertisement on Friday, May 29, 2020, regarding
completion of dispatch of Postal Ballot Notice along with Postal Ballot Form to
eligible members in English Daily “The Financial Express” and in Hindi Daily
“Jansatta” editions respectively.
4. Due to current pandemic of COVID-19 and relaxations provided by MCA in terms of
aforesaid MCA Circulars, the Members of the Company holding shares as on Friday,
May 22, 2020 (“cut- off date”) had an option to vote through the e-voting facility only
as per MCA Circulars. The Company has also provided option for e-voting to those
shareholders, who held shares in Physical form.
5. The electronic voting process was monitored through the scrutinizer’s secured link
provided by Link Intime India Private Limited’s E-voting website viz.
https://instavote.linkintime.co.in.
6. The Company had offered e-voting facility to its Members for casting their votes
electronically the e-voting process commenced on Saturday, May 30, 2020 from
10.00 a.m. (10.00 hours IST) and ended on Sunday, 28 June, 2020 at 5.00 p.m.
(17:00 hours IST).
7. The remote e-voting has been unblocked on Sunday, June 28, 2020 after 05:00
P.M. in my presence and in the presence of two witnesses Mr. Gaurav Dwivedi and
Mr. Himanshu Kukreja (who are not in the employment of the Company). They have
signed below in confirmation of the votes being unblocked in their presence.
8. The particulars of remote e-voting report generated from electronic registry of Link
Intime have been entered in a separate Register maintained for this purpose.
9. E-votes cast upto the close of working hour i.e. 05:00 P.M. on Sunday, June 28,
2020 i.e. the last date and time fixed by the Company for postal ballot process, has
been considered for the purpose of this report.
10. The remote e-voting was reconciled with the Register of Members of the Company
as on Friday, May 22, 2020 (“cut- off date”) as provided by the Depository
Participants (DP)/ Registrar and Share Transfer Agent (‘RTA’) of the Company.
11. As on Friday, May 22, 2020 (“cut- off date”), the Issued and Subscribed Capital of
the Company was Rs. 1,27,30,66,740/- (Rupees One Hundred Twenty Seven Crore
Thirty Lakh Sixty Six Thousand Seven Hundred and Forty Only). The Paid up
Capital was Rs. 1,21,53,74,851.8/- (Rupees One Hundred Twenty One Crore Fifty
Three Lakh Seventy Four Thousand Eight Hundred Fifty One and Paisa Eighty Only)
divided into 11,41,95,126 (Eleven Crore Forty One Lakh Ninety Five Thousand One
Hundred Twenty Six) fully paid equity shares of face value of Rs. 10/- (Rupees Ten
Only) each, 1,795 (One Thousand Seven Hundred Ninety Five) partly paid equity
shares of face value of Rs. 10 (Rupees Ten Only) each with paid up value of Rs. 5
(Rupees Five Only) each and 1,31,09,753 (One Crore Thirty One Lakh Nine
Thousand Seven Hundred Fifty Three) partly paid equity shares of face value of
Rs.10 (Rupees Ten Only) each with paid up value of Rs. 5.6 (Rupees Five and
Paisa Sixty Only) each. The e-voting results were obtained from Link lntime India
Private Limited's e-voting website (https://instavote.linkintime.co.in) have been
incorporated in this Report.
12. Some shareholders who hold partly paid up shares in the Company with paid-up
value of Rs. 5.6 per share have voted on the resolutions. Therefore, their value of
shares have been calculated on the pro-rata basis for the purpose of this report.
13. The result of the remote e-voting is as under:
ITEM No. 1- ADOPTION OF RESTATED ARTICLES OF ASSOCIATION OF THE
COMPANY
Based on the aforesaid result, I report that, the Special Resolution as contained in Item
No. 1 of the Postal Ballot Notice dated May 25, 2020, has been passed with requisite
majority required for it.
The detailed break up of voting through Remote e-voting in respect of the above
Resolution is attached to this report and marked as ‘Annexure A’
Special Resolution
Particulars
Number of Valid Votes Percentage
of valid votes (%) e-Votes
Postal ballot
Total
Assent 11,89,53,520
N.A.
11,89,53,520 100
Dissent 0 0 0
Total 11,89,53,520 11,89,53,520 100
ITEM No. 2- AMENDMENT IN THE “HERO FINCORP EMPLOYEE STOCK OPTION
PLAN 2017”
Based on the aforesaid result, I report that, the Special Resolution as contained in Item
No. 2 of the Postal Ballot Notice dated May 25, 2020, has been passed with requisite
majority required for it.
The detailed break up of voting through Remote e-voting in respect of the above
Resolution is attached to this report and marked as ‘Annexure B’
ITEM No. 3- RE-APPOINTMENT OF MRS. RENU MUNJAL (DIN: 00012870) AS
MANAGING DIRECTOR FOR THE PERIOD OF 5 (FIVE) YEARS AND FIXATION OF
REMUNERATION THEREOF
Based on the aforesaid result, I report that, the Ordinary Resolution as contained in Item
No. 3 of the Postal Ballot Notice dated May 25, 2020, has been passed with requisite
majority required for it.
The detailed break up of voting through Remote e-voting in respect of the above
Resolution is attached to this report and marked as ‘Annexure C’
Special Resolution
Particulars Number of Valid Votes Percentage of valid
votes (%) e-Votes Postal
ballot Total
Assent 11,89,53,520
N.A.
11,89,53,520 100
Dissent 0 0 0
Total 11,89,53,520 11,89,53,520 100
Ordinary Resolution
Particulars Number of Valid Votes Percentage of valid
votes (%) e-Votes Postal
ballot Total
Assent 11,89,53,520
N.A.
11,89,53,520 100
Dissent 0 0 0
Total 11,89,53,520 11,89,53,520 100
Annexure-A
A detailed summary of the voting through e-voting is given herein below:
A. VOTING THROUGH REMOTE E-VOTING:
Particulars No. of
Shareholders No. of Equity
Shares
Paid-up value of the Equity Shares
(In Rs.)
% of total paid-up equity
capital as on cut-off date (22.05.2020)
a) Total votes received
40 11,89,53,520
1,13,18,52,287
93.13
b) Less: Invalid votes
0 0 0 0
c) Net Valid votes cast
40 11,89,53,520 1,13,18,52,287
93.13
d) Votes with
assent for the
resolution
40 11,89,53,520 1,13,18,52,287
93.13
e) Votes with
dissent for the
resolution
0 0 0 0
Annexure-B
A detailed summary of the voting through e-voting is given herein below:
B. VOTING THROUGH REMOTE E-VOTING:
Particulars No. of
Shareholders No. of Equity
Shares
Paid-up value of the Equity Shares
(In Rs.)
% of total paid-up equity
capital as on cut-off date (22.05.2020)
a) Total votes received
40 11,89,53,520
1,13,18,52,287
93.13
b) Less: Invalid votes
0 0 0 0
c) Net Valid votes cast
40 11,89,53,520 1,13,18,52,287
93.13
d) Votes with
assent for the
resolution
40 11,89,53,520 1,13,18,52,287
93.13
e) Votes with
dissent for the
resolution
0 0 0 0
Annexure-C
A detailed summary of the voting through e-voting is given herein below:
C. VOTING THROUGH REMOTE E-VOTING:
Particulars No. of
Shareholders No. of Equity
Shares
Paid-up value of the Equity Shares
(In Rs.)
% of total paid-up equity
capital as on cut-off date (22.05.2020)
a) Total votes received
40 11,89,53,520
1,13,18,52,287
93.13
b) Less: Invalid votes
0 0 0 0
c) Net Valid votes cast
40 11,89,53,520 1,13,18,52,287
93.13
d) Votes with
assent for the
resolution
40 11,89,53,520 1,13,18,52,287
93.13
e) Votes with
dissent for the
resolution
0 0 0 0