d,rt* a//, %,* tushar vora & associates - welcast steels services... · tushar vora &...
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d,r"t"* a//, %,*I l Com . LL.B. (SPL.), F.C.S.
1 .
TUSHAR VORA & ASSOCIATESReport ofScrutinizer
lPursuant to Section 108 of the Companies Act, 2013 and Rule 20 (4) (xii) of Companies (Management andAdministration) Rules, 20141
To,The Chairman of45th Annual General Meeting ofthe members ofWelcast Steels Limited,1 1 5 , G V M M E s t a t e ,0dhav Road,0dhav,Ahmedabad-382410
Dear Sir,
V".yttrr'y &*r,.s".;*
Subiect: Scrutinizer's Consolidated Report on E-voting and Poll conducted
pursuant to the provisions of Section 108 and 109 of the Companies
Act. 2013 ["the Act") read with Rule 20 and 21 of Companies
(Management and Administrationl Rules. 2014.
I, Tushar Vora appointed as Scrutinizer by
i. the Board of Directors of Welcast Steels Ltd. [the Company] for the purpose of scrutinizing the e-
voting process under the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of
the Companies [Management and Administration] Rules, 2014 as amended vide Notification dated
19th March,2015 and
ii. the Chairman of the 45th Annual General Meeting, on poll under the provisions of Section 109 of the
Companies Act, 2013 read with Rule 21 of the Companies [Management and Administrationl Rules,
2014, on the resolutions contained in the Notice of the 45th Annual Ceneral Meeting (AcM) of the
members of the Company, held on Monday 14th August, 2017 at 11.30 a.m. at H. T. Parekh Convention
Center, Ahmedabad Management Association, ATIRA Campus, Dr. Vikram Sarabhai Marg, Ahmedabad-
1 5 .
The Management of the Company is responsible to ensure the compliance with the requirement of the
Companies Act, 2013 and Rules relating to e-voting and poll on the resolutions contained in the Notice
convening the 4Sth Annual General Meeting of the members of the company, My responsibility as a
scrutinizer for the e-voting process and for poll at the AGM is restricted to make a Scrutinizer's Report of
the votes cast "in favour-" or "against" the resolutions stated above, based on the reports generated from
the e-voting system provided by Central Depository Services 0ndia) Limited and voting by poll conducted
at the said meeting venue,
As requi red under Rule 21[2] o f the companies [Management and Adminis t rat ion] Rules,2014, Ihave
issued separate Scrutinizer's Report dated 14th August, 2017 on the Poll on the resolutions contained in
the Not ice of the AcM.
32, Arpan Society, Nr. Mayur High School, Paliyad Nagar, Naranpura, Ahmedabad - 3800Phone : 079-2791 2121 Mobile : 98258 45205 E-mail : [email protected]
firrfor,VZToro
B.Com., LLB. (SPL.), F.C.S.
TUSIIAR VORA & ASSOCIATESC"ryZy ile",eto"a*"
4 I have also issued sepatate Suutinueis Reportdeted 14th August, 2017 0n e.r,oting on the resolutionscontained in the Notice o[ lhe AGM.
5, As required under Rule 20[a][xii] of the Companies lManagement and Administration] Rules, 2014, I
submit herewith my consolidated Report on the results ofe-voting together with that of Poll as under:
ItemNo. ofthe
Notice
Ordinary /SpecialResolution
Votes in favour oftheResolutions
Votes Against theResolutions
Invalid Votes
Nos. % oftotalvalid votes
castsIFavour
andAsainstl
Nos. o/o of totalvalid votes
castsIFavour and
Against]
Nos.
I 0rdi naryResolution
4937 64 100 00 00 00
2 0rdinaryResolution
4937 64 100 00 00 00
3 OrdinaryResolution
4937 64 1 0 0 00 0 0 00
+ 0rdinaryResolution
4937 64 1 0 0 00 00 00
5 Ord inaryResolution
493764 1 0 0 00 00 00
6 0rd inaryResolution
1 6 1 0 3 1 0 0 00 00 00
7 SpecialResolution
4937 64 1 0 0 00 00 00
Practicing Company SecretaryScrutinizerFCS: 3459, COP: 1745
Place : AhmedabadDate : 14th August, 2016
Name: Tushar Vora
{"ttt* arft. %t*BCom. LLB (SPL) , fCS
Subiect: Scrutinizer's Report on E-voting conducted pursuant to the provisions of Section 108 of thc
Companies Act. 2013 ("the Act") read with Rule 20 (4](xiil of comparics-l-Maragenlst--ardAdministrati onLBules-?.OlL
TUSHAR VORA & ASSOCIATES
Wr,r1,*y Srorrto,rt*Report of Scrutinizer
IPursuant to Section 108 of the Companies Act, 2 013 and Rule 20 (4) fxiiJ of Companies (Management and
AdministrationJ Rules, 20141
To,The Chairman of45th Annual General Meeting ofthe members ofWelcast Steels Limited,1 1 5 , G V M M E s t a t e ,0dhav Road, 0dhav,Ahmedabad- 382 410
Dear Sir,
1 . l, Tushar Vora, Practicing company secretary, appointed by the Board of Dilectors of welcast
steels Limited ("the company"l as a scrutinizer for the purpose of scrutinizing the E-voting pfocess
and ascertaining the requisite majority on e-voting carried out as per the provisions of Section 108
of the companies Act , 2013 read wi th Rule 20 of the companies [Management and Adminis t rat ion]
Rues,2014 on the below ment ioned resolut ion[s) , conta ined in the Not ice to the 45th Annual Gencra]
Meeting of the Equity Shareholders of the Company to be held on Monday, the 14rh August, 2017 at
11.30 A.M. at H. T. Parekh Convent ion center , Ahmedabad Management Associat ion, ATIRA Campus,
Dr. Vikram Sarabhai Marg, Ahmedabad-15.
The Management of the Company is responsible to ensure the compliances with the requirements of
the Companies Act,2013 and Rules relating to voting through electronic means on the Resolutions
contained in the Notice to the 45th Annual Ceneral Meeting [AGM) of the members of the Company.
My responsibility as a Scrutinizer for the E-voting process is restricted to make a Scrutinizer's Report.
of the votes cast "in favour" or "against" the resolutions stated below, based on the reports generated
from the E-voting system provided by central Depository services (lndia) Limited IcDSL), the
authorized agency to provide the E-voting facilities, engaged by the Company.
Further to the above, I submit my report as under:
2 .
3 .
11.
The Company has availed E-voting facility offered by Central Depository Services (lndia)
L imi ted (CDSL) for conduct ing E-vot ing by the shareholders of the Company.
The Members of the Company as on the "Cut Off' date i.e. 7th August, 2017 wcre entitled to
vote on the resolutions (ltems Number 1 to 7 as set out in Notice of 45th AGM of the
Company).
ii i. The e-voting period commenced on Friday, 11th August, 2017 (09 0O A.M ) to Sunday, 13ti'
August , 2017 (5.00 P.M. l , The votes cast were unblocked on 14th August , 2017 in the
presence of rwo wi tnesses, Mr. Lay Desai and Mr. Smit Upadhyay who were not in thc
employment of the Company. They have signed below in confirmation of votes being
unblocked in their presence.
I r ' 0Smit Upadhyay
Arpan Society, Nr. MayurPhone : 079-2791 2121
High Nagar, Naranpura, Ahmedabad - 38001398258Mobi le 45205 E-mail : [email protected]
9.,/",gTfu",.I].Com., LLB. (SPL.), F.Q.S.
I'USIIAR VORA & ASSOCIAT-ES
Number of Membersvoted
Number of votes cast bythem
o/o oltotal number of valid votescast IFavour and Againstl
2 l 493730 100
( l l ) Vored against the resolut ion:
Number of Membersvoted
Number ofvotes cast bythem
% of total number of valid votescast fFavour and Againstl
N i l N.A. N.A.
(ll l)lnvalid Vores
Total number of members whose votes weredeclared invalid
Tota l number ofvotes cast by them
Nil N,A,
(lV) No members abstained from voting on this resolution.
Item No. 2 - Ordinar.v Resolution
Resolution to declare Dividend on Equity Shares lor the Financial year 2016_17.
(lJ Voted in favour ofthe resolutron:
0l) Voted against the resolution:
(l l l l Invalid Votes
Total number of members whose votes weredeclared invalid
Tota l number o f vo tes cas t by them
Nil N,A.
Gttr-/ ff, eczetanlea
iv Thereafter, the details containing inter qria, rist of equiry shar.ehorders, who voted ,,for,,,"agajnst" to each of the resolutions that were put to vote , were generated from the e_votingwebsite of Central Depository Services (tndia) Limited (CDSL), i.e. w.w.w.evotino tndia.com anibased such reports generated, the result of e_votins is as under:
Item Ne. 1 _ Ordinarv Resolution
Resolution to receive, consider and adopt the Audited Barance sheet as at the year ended 31.,March/ 2017 and the statement of profit and Loss of the company for the year ended on that dateand the ReporB of the Directors and Auditors thereon.
{lJ Voted in favour of the resolution:
Number of Membersvoted
Number of votes cast bythem
o/o oFtotal number of valid votescast IFavour and Againstj
21, 49373Q 100
Number of Membersvoted
Number ofvotes cast bythem
% oftotal number of valid votescast IFavour and Againstl
N i l N.A. N.A.
flVJ No members abstained from voting on this resolution.
frili,Atr7",.B.Con., LLB. (SPL.), F.C.S.
TUSHAR VORA
Item No. 3 - Ordinarv Resolution
& ASSOCIATESG",gu-r7 fiu".eto-"en
Resolution to appoint a Director in place of Mrs. Ithushali Samip Solanki [DIN: 07008918], whoretires by rotation and being eligible, offers herselffor re-appointment.
fll Voted in favour the ofresolution:
Number oi Membersvoted
Number ofvotes cast bythem
o/o oftotal number ofvalid votescast fFavour and Asainstl
21 493730 100
(l I) Voted against the resolution:
( l l l ) lnva l id Votes
Total number of members whose votes weredeclared invalid
Total number of votes cast by them
Nil N.A,
(lV) No members abstained from voting on this resolution
Item No. 4 - Ordinarv Resolution
Resolution to appoint of M/s. Canapathraj & Co., Chartered Accountants [lCAl Firm Registration
No.000846S1 as Statutory Auditors of the Company to hold office from the conclusion of
45thAnnual General Meeting until the conclusion of the 50h Annual General Meeting and to fix
their remuneration.
(l) Voted in favour ofthe resolution:
Number of Membersvoted
Number ofvotes cast bythem
%o of total number of valid votescast IFavour and Againstl
21 4937 3Q 100
(ll) Voted against the resolution:
Number of Membersvoted
Number of votes cast bythem
o/o oftotal number of valid votescast IFavour and Against]
Ni l N.A. N.A.
( l l l ) lnva l id Votes
Total number of members whose votes weredeclared invalid
Tota l number of votes cast by (hem
Ni l N,A.
UV) No members abstained from voting on this resolution.
32, Arpan Society, Nr. Mayur High School, Paliyad Nagar, Naranpura, Ahmedabad - 380013Phone : 079-2791 2121, Mobi le : 98258 45205, E-mai l :cstusharvora@gmai l .com
Number of Membersvoted
Number of votes cast bythem
o/o of total number of valid votescast IFavour and Against]
Ni l N,A. N.A,
TonFo,ff7",oB.collt., LLB. (SPL.), F.C.S.
Item No, 5 - Ordinary Resolution
Resolution to rati$/ the remuneration of Rs. 60,000/- to M/s. Kiran J. Mehta & Co. Cost
Accountants appointed by the Board of Directors on the recommendations of the Audit Committee
to conduct the Audit of Cost Records pertaining of the Company for the Financial Year ending on
31"tMarch 2018.
fl) Voted in favour ofthe resolutlon:
Number of Membersvoted
Number ofvotes cast bythem
% of tota l number ofva l id votescast IFavour and Againstl
21 4937 3Q 1 0 0
(lll Voted against the resolution:
(ll l) Invalid Votes
Total number of members whose voteswere declared invalid
Total number ofvotes cast by them
Ni l N.A.
(lV) No members abstained from voting on this resolution.
Item No, 6 - Ordinary Resolution
Resolution to approve related party ransaction with M/s AIA Engineering Limited- Holding
Company of the Company.
I l ) Voted in favour of the resolut ion:
Number of Membersvoted
Number ofvotes cast bythem
% oftotal number of valid votescast IFavour and Asainstl
2 0 r6069 100
0I) Voted against the resolution:
Number of M embersvoted
Number ofvotes cast bythem
% of total number of valid votescast IFavour and Againstl
N i l N.A. N.A.
(lll)Invalid Votes
Total number of members whose voteswere declared invalid
Total number ofvotes cast by them
N i l N.A.
(lVl No members abstained from voting on this resolution.
32, Arpan Society, Nr. Mayur High School, Paliyad Nagar, Naranpura, Ahmedabad - 380013Phone : 079-2791 2121, Mobile : 98258 45205, E-mail : [email protected]
TUSIIAR VORA & ASSOCIATESC"nyorT Uecz'etaian
Number of Membersvoted
Number ofvotes cast bytnem
o/o of total number of valid votescast IFavour and Against]
Ni l N.A, N,A,
famAf TonB.Conr., LLB. (SPL.), F.C.S.
Practicing Company SecretaryScrutinizer
FCS:3459COP: 1745
Place r AhmedabadDate :14thAugust2017
Item No, 7 - Special Resolution
Resolution to adopt and replace existing set of Articles of the Company with a new set of Article
of Association containing regulations in accordance with the provision of the New Act and the
Rules made thereoi
fll Voted in favour ofthe resolution:
Number of Membersvoted
Number ofvotes cast bythem
% of tota l number ofva l id votescast IFavour and Aaainst]
2T 493730 1 0 0
0l) Voted against the resolution:
Number of Membersvoted
Number ofvotes cast bytnem
% of total number of valid votescast IFavour and Against]
Ni l N.A. N,A.
( l l l ) lnva l id Votes
Total number of members whose voteswere declared invalid
Tota l number o[votes cast by them
Ni l N.A.
(lV) No members abstained from voting on this resolution.
TuffilAn Y1nA e Af60QIATnsGo"ga*ty Teczelar/ee
Name-: Tushar Vora
532, Arpan Society, Nr. Mayur High School, Paliyad Nagar, Naranpura' Ahmedabad - 380013
Dh^nA n7q-t7o.1 ,1r1 I\ I^hi la . OA)^R 45)OS F-mail cstusharvoraloomail .COm
{,*'- a///. oy{"*B Com. LL.B. (SPL.). F.C.S.
TUSHAR VORA & ASSOCIATESV".tV.'rr,y &*r*t" rkt
FORM No. MGT-13
Report ofScrutinizer
I P u r s u a n t t o s e c t i o n l 0 9 o f t h e c o m p a n i e s A c t , 2 0 l 3 a n d R u l e 2 l [ 2 ) o f c o m p a n i e s I M a n a g e m e n t a n dAdministration) Rules, 20141
To,The Chairman of45th Annual General Meeting ofthe members ofWelcast Steels Limited,1 1 5 , G V M M E s t a t e ,0dhav Road, Odhav,Ahmedabad-382410
The 45th Annual General Meeting of the members of welcast steels Limited (the company) held on
Monday, the 14rh August, 2077 at 71.30 A.M. at H. T. Parekh Convention Center, Ahmedabad
Management Association, ATIRA Campus, Dr. Vikram Sarabhai Marg, Ahmedabad-15.
Dear Sir,
I, Tushar Vora, Practicing Company Secretary, appointed as Scrutinizer for the purpose of the poll taken
on the below mentioned resolution(s), at the 45th Annual General Meeting of the Equity Shareholders of
Welcast Steels Limited held on Monday, the 14th August, 2077 at 1I.30 A.M. at H. T. parekh Convention
Center, Ahmedabad Management Association, ATIRA Campus, Dr. Vikram Sarabhai Marg, Ahmedabad^1S,
submit my repor t as under :
1. One ballot box kept for polling at the venue of the general meeting was locked in my presence with
due identification marks placed by me.
2. After closing of voting by the members present at the meeting, the locked ballot box was
subsequently opened in my presence and poll papers were diligently scrutinized. The poll papers
were reconciled with the records maintained by the Company/Register and Transfer Agent of the
Company and the authorizations/proxies lodged with the Company.
3 There were no poll papers, which were incomplete and/or which were otherwise found defective.
4. The result of the poll is as under:
32, Arpan Society, Nr. Mayur High School, Paliyad Nagar, Naranpura, Ahmedabad - 380013D! .^^^ n7O a ' r61 t .1a1 nn^h i l - OatAa ^E)dE E m^ i l ^ .+ ' ' -h6n,^ r -41^m- i l ^^m
,%,fr,aT7",o
B,Com,, LI,B, ($Pt,), F,C,S,
Item No. 7 - Ordinan, Resolution
Resolution to receive, consider and adopt the Audited Balance Sheet as at the year ended 31"March,201.7 and the Statement of Profit and Loss of the Company for the year ended on thatdate and the Reports of the Directors and Auditors thereon.
(l) Voted in favour of resolution:
Number of Members presentand voting (in person orproxyl
Number ofvotes cast bythem IShares)
% oftotal number of val idv0tes cast
6 34 1 0 0
(l l) Voted against the resolution:
0 l l ) lnva l id Votes
Item No12 - Ordinarv Resolution
Resolution to declare Dividend on Equiry Shares for the Financial Year 2016-17.
(l) Voted in favour ofresolution:
(l l) Voted against the resolution:
0ll) Invalid Votes
32, Arpan Society, Nr. Mayur High School, Paliyad Nagar, Naranpura, Ahmedabad - 38001Phone : 079-2791 2121 , Mobile: 98258 45205, E-mail : [email protected]
TUSIIAR VORA & ASSOCIAT-ES
Goryot!/ fieaetanat
Number of Members presentand voting [in person ororoxvl
Number of votes cast bythem (SharesJ
% of tota l number of va l idvores cast
N i I N.A, N.A.
Total number of members present and voting(in person or proxy) whose votes weredeclared invalid
Total number of votes cast by them(Shares)
Ni l N.A.
Number of Members presentand voting (in person ororoxvl
Number ofvotes cast bythem (Shares)
o/o of total number of validvores cast
6 34 100
Number of Members presentand voting (in person orDroxy I
Number ofvotes cast bythem (Shares)
o/o of total number of validvotes cast
Ni I N.A. N.A.
Total number of members present and voting(in person or proxy) whose votes weredeclared invalid
Tola l number o f vo tes cas t by them(Sharesl
N i l N.A,
T:USHAR VORA & ASSOCIATESZ""fr,.Vf m""B.Con., LLB. (SPL.)' F.C.S
(ll) Voted against the resolution:
(lllJ Invalid Votes
(ll) Voted against the resolution:
(l l l) lnvalid Votes
3
32. Aroan Societv, Nr. Mayur High School, Paliyad Nagar' NaranPura'Atrmedab:9 -t-too'
% of totut number of validNumber ofvotes cast bYthem (Shares)
Number of Members Presentand voting (in Person or
Gotgo*y Ueoetaz,ie"
Item No' A - Ordinary Resolution
Resolution to appoint a Director in place of Mrs Khushali Samip Solanki [DlN:07008918]' who
retires by rotation and being eligible, offers herself for re-appointment
t l ) Voted in favour of resolut ion:
Number of Members Presentand voting [in Person or
Number of votes cast bYthem (SharesJ
o/o oftotal number of validvotes cast
6 34 1 0 0
Item No' 4 - Ordinarv Resolution
Resolution to appoint of M/s Ganapathraj & Co ' Chartered Accountants IlCAl Firm Registration
No.000846S1 as Statutory Auditors of the Company to hold office from the conclusion of
4sthAnnual General Meeting unttl the conclusion of the 50th Annual General Meeting and to rix
their remuneratlon.
(l) Voted in favour ofresolution:
Number of Members Presentand voting (in Person orproxy)
Number ofvotes cast bY
them (Shares)[o of total number of valid
votes cast
1006 34
Tota l nu mber ofvotes casl bY LhemTtA **b" t
" f tembers present and vo[ ing
(in person or proxyJ whose votes were
% of to ta l n u mber of va l idNumber ofvotes cast bYthem (Shares)
Number of Members Presentand voting (in Person or
Tota l number o fvo tes cas t bY themfo ta t nurnUe. o f .embers p resent and vo t ing
(in person or proxy) whose votes were
T'USIIAR VORA& ASSOCIATESfro,rZr,VT7"roB.Com., LLB. (SPL.)' F.C.S'
Item No' 5 - Ordinaru Eqsolution
Resolution to ratify the remuneration of Rs 60'000/- t0
Accountants appointed by the Board of Directors on the
Committee to conduct the Audit of Cost Records pertaining
Year ending on 31't March 2018'
(l) Voted in favour ofresolution:
Gry<yUeoetanbo
M/s. Kiran J. Mehta & Co Cost
recommendat ions o f the Aud i t
of the ComPanY for the Financial
(ll) Voted against the resolution:
fll l) Invalid Votes
Item No' 6 - Ordinqry Resolution
Resolution to approve related party transaction with M/s AIA Engineering Limited- Holding
CompanY ofthe ComPanY
( l ) Voted in favour of resolut ion:
(ll) Voted against the resolution:
(ll l) Invalid Votes
[o of to t i ] number of va l idNurnber of votes cast bY
Number of Members Presentand voting (in Person or
[o of total number ofvalidNumber of votes cast bY
Number of Members Presentand vot ing [ in Person or
T6talnufrber" ofuotes cast bY themTota-l nutb.t of tnembers present and
voting (in person or proxy) whose votes
were declared inval id
o/o=if total number of validi \umber of votes cast bY
them (ShareslNumber of Members Presentand voting Iin Person or
o/o of total number ofvalidfrumber ofvotes cast bYNumber of Members Presentand voting [in Person or
totrt ^trnl* of uotes cast bY themT"t"l
"r*b"t "f *embers Present and
voting (in person or proxy) whose votes
were declared invalid
4
"' ̂ '3ii,l"l1?Y:)!lY#{ T'liJlSS!i,i[1li?Xl;i1THi?'ff'TAT:3i ;ff *
tr*[-Jtr7*.B.Con., LLB. (SPL.), F.C.S.
Company with a new set of
the provision of the New Act
0l) Voted against the resolution:
Number of Members Presentand voting (in Person or
Number of votes cast bYthem (Shares)
o/o of total number of validvotes cast
Ni l N.A. N.A.
0ll) Invalid Votes
A compact Disc (CDl containing a list of Equity Shareholders who voted "FOR"' "AGAINST' and those
whose votes were declared invalid for each resolution is enclosed'
The poll papers and all other relevant records were sealed and handed over to the Company
Secretary/Director authorize by the Board for safe keeping'
Practicing ComPanY SecretarY
ScrutinizerFCS: 3459, COP: 1745
Place : AhmedabadDate ; 14th August,2017
32, Arpan Society, Nr. MayurPhone : 079-2791 2121'
Number of Members Presentand voting [in Person or
Number ofvotes cast bYthem (Shares)
% oftotal number of val idvotes cast
6 34 1 0 0
TUSHAR VORA & ASSOCIATES
CrryoUileoetuna
Item No' 7 - SPeciaI Resolution
Resolution to adopt and replace existing set of Articles of the
Article of Association containing regulations in accordance with
and the Rules made thereol
(l) Voted in favour of resolution:
5
Hioh School, Paliyad Nagar' Naranpura Ahmedabad - 380013
M;bile : 98258 45205, E-mail : cstusharvora@gmail com
Total number ofvotes cast bY themTotal number of members present ano
voting (in person or proxyJ whose votes
were declared invalid