VA Vinyl Chemicals (India) Ltd. Regd. Off.: 7th Floor, Regent Chambers, Jamnalal Bajaj Marg, 208, Nariman Point, Mumhai - 400 021.
Phone 2282 2708 Gram : PID1VYL Telefax : 2204 3969 CIN : L24100M111986PLC039837
16th September, 2020
BSE Ltd., Corporate Relationship Department, 14th Floor, PJ. Tower, Dalai Street, Fort, Mumbai — 400 001. Stock Code: 524179
Dear Sir,
Sub: Outcome of the 34th Annual General Meeting.
This is to inform you that the 34th Annual General Meeting (AGM) of the Company was held on
Wednesday, 16th September, 2020 at 11.00 a.m. through Video Conferencing (VC)/Other Audio
Visual Means (OAVM) in accordance with the Circulars issued by the Ministry of Corporate Affairs
and Securities and Exchange Board of India. The Company had provided remote e-voting facility and
e-voting facility at the AGM to its members in respect of the business to be transacted at the AGM
and also provided live webcast of the proceedings of the AGM for the convenience of the Members.
In the above regard, we are enclosing herewith the following:
1. Proceedings of the AGM pursuant to Part A of Schedule Ikl under Regulation 30 of the SEW
{Listing Obligations and Disclosure Requirements) Regulations, 2015 (listing Regulations)
(Annexure A).
2. Voting Results pursuant to Regulation 44 (3) of the Listing Regulations. The said disclosure may
be considered as compliance of Regulation 30 of the Listing Regulations (Annexure B).
3. Consolidated Report of the Scrutinizers on remote e-voting and e-voting at the AGM
(Annexure C).
Kindly take the above in your records.
Thanking you,
Your thfully,
(P.C. PATEL)
yaetary
Enci: As above.
Cc to: National Stock Exchange of India Ltd., Exchange Plaza, Plot No. Cil, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai —400 051 Stock Code: VINYLINDIA
VA- Vinyl Chemicals (India) Ltd. Regd. Off.: 7th Boor, Regent Chambers, Jamnalal Baja] Marg, 208, Nariman Point, Mumbai - 400 021.
Phone : 2282 2708 Gram : Plot VYL Telefax 2204 3969 ON : L2410014/11986PLC039837
ANNEXURE A
BRIEF PROCEEDINGS OF THE 34th ANNUAL GENERAL MEETING OF THE COMPANY
The 34th Annual General Meeting (AGM) of the Company was held on Wednesday, 16th September, 2020 through two-way Video Conference (VC) I Other Audio Visual Means (OAVM) in accordance with the applicable provisions of Companies Act, 2013 read with the Rules issued thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SERI Listing Regulations) and the Circulars issued by the Ministry of Corporate Affairs (MCA) and SEBI from time to time in this regard. The meeting commenced at 11.00 a.m.
Shri M B Parekh, Chairman of the Company, chaired the proceedings of the meeting. He welcomed all the Directors and Shareholders of the Company to the AGM. Then he requested Shri P.C. Patel, Company Secretary, to elaborate on applicable legal provisions for holding the AGM.
Shri P.C. Patel informed the members as under:
a. In view of the continuing Covid-19 pandemic, the meeting was conducted through VC/OAVM facility, without the physical presence of the Members.
b. In terms of the provisions of Section 108 of the Companies Act, 2013, Rules issued thereunder and Regulation 4.4 of SEBI Listing Regulations, the.Company had provided e-voting facility to the members to exercise their right to vote on the resolutions proposed to be passed at the AGM through electronic voting system prior to the AGM (remote e-voting). The remote e-voting period had commenced on Saturday, 12th September, 2020 at 9.00 a.m. and ended on Tuesday, 15th September, 2020 at 5.00 p.m. Members who had not exercised their vote earlier, could also vote during the AGM (e-voting). He further informed that Members who have not exercised their vote earlier, can also vote during the AGM through e-voting platform, which shall remain open till 15 minutes after closure of the meeting.
c. The Company had taken all feasible steps to ensure that the shareholders were provided an opportunity to participate in the AGM and vote.
d. The detailed instructions for speakers and participants had been provided in the Notice of the 34th AGM.
e. The facility for appointment of proxy was not available at the meeting as per the MCA Circular. The Company had received certified copies of Resolutions from Body Corporates, who were members, u/s 113 of the Companies Act, 2013 authorising their Representatives to attend and vote at the meeting.
Vis Vinyl Chemicals (India) Ltd. Regd. Off.: 7th Floor, Regent Chambers, Jamnalal Bajaj Marg, 208, Nariman Point, Mumbai - 400 021.
Phone : 2282 2708 Gram : Telefax : 2204 3969 ON : L24100MH1986PLC039837
The Chairman announced that the requisite quorum being present through Video Conference,
he called the meeting to be in order. All Directors of the Company were present for the meeting through VC from their respective locations. The Statutory and Secretarial were also present during the meeting.
After ascertaining that that the quorum was present, the Chairman commenced the proceedings
of the meeting. He requested the Directors to introduce themselves.
The Chairman then announced the commencement of e-voting at the AGM which was provided by NSDL.
The Notice convening the 34th AGM and the Directors' Report were taken as read as the same
were already circulated to the members. As the Auditors' Report and Secretarial Auditors' Report did not contain any qualifications/adverse remarks, the same were taken as read.
The Chairman then informed the Members that the necessary registers and documents referred
to in the Notice of the 34th AGM were made available for inspection to the members.
The Chairman then delivered his speech to the Members of the Company which included highlights of the Company's performance. financials, impact of Covid-19 pandemic; outlook, etc.
The Chairman then placed before the meeting 4 Resolutions as set out in the Notice of the 34Lh AGM for the Members approval.
The members were then requested to raise their queries on the Agenda Items as set out in the Notice convening the 34th AGM of the Company. Total 5 speaker shareholders spoke/raised queries/made comments on the financial performance and other relevant matters. Necessary clarifications/responses were provided to the members by the Chairman and Company Secretary of the Company.
The Chairman then informed that Shri M. M. Sheth, Practising Company Secretary was the Scrutinizer for scrutinizing the votes cast through the remote e-voting and e-voting at the AGM and he would submit his Consolidated Report on remote e-voting and e-voting at the meeting within the stipulated time. The Chairman authorized Shri P.C. Patel, Company Secretary, to publish the results of voting alongwith Scrutinizer's Report on the website of the Company and NSDL and also intimate to ESE and NSE.
The Company Secretary then proposed a vote of thanks to the Chairman, Directors and Members.
The Company Secretary informed that the e-voting would continue for additional 15 minutes and thereafter the meeting will be concluded.
On completion of the e-voting process, the meeting concluded at 11.50 a.m.
VA. Vinyl Chemicals (India) Ltd. Regd. Olt : 7th Floor, Regent Chambers, Jamna!al Baja.' Marg, 208, Nariman Point. Mumbai - 400 021.
Phone : 2282 2708 Gram : PIDIVYL Telefax 7 2204 3969 CIN : L24100MH1986PLC039837
As per the Scrutinizer's Report, following resolutions were passed with requisite majority:
Ordinary Resolution for Adoption of Audited Financial Statements of the Company together with the reports of Board of Directors and Auditors' Report thereon for the year ended 31" March, 2020.
2. Ordinary Resolution for declaration of dividend on Equity Shares.
3. Special Resolution for re-appointment of Shri N K. Parekh as a Director.
4. Ordinary Resolution for appointment of Shri A.B. Parekh as a Director of the Company.
Vinyl Chemicals (India) Ltd. Regd. Off.: 7th Floor, Regent Chambers, Jamnalal Bajaj Marg, 208, Narlinen Point, Mumbai - 400 021.
Phone : 2282 2708 Gram : P/DiVYL Telefax 2204 3969 CIN : L24100MH19$6PLC039837
ftepulalloh 41,1 of the SEEP Lietlno Regulations — Detells reoardino the oroceedinas of the meeting
Sr. No. Particulars Details 1. Date of the AGM 18/09/2020 2. Total No. of shareholders as on the AGM date i.e. as on Cut-off 26,812
date 09/09/2020 3. No. of shareholders physically present at the AGM Nil 4. No. of shareholders present through Video Conferencing NC).
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OR M. M. SHETH & Co. " Company Secretaries
TEL: +9122 22630234
4- 91 9892203752
+ 91 9892770645 E-mail: [email protected]
209 Aqua Corp„ Churchgate Chambers, Near Amerman Centre, 5 New Marine Lines, Mumbai -400020.
M. SHETH Proprietor
Date: 16th September, 2020
To,
The Chairman of
34th Annual General Meeting of
Vinyl Chemicals (India) Limited
CIN:114100MH1986PLC039837
Regd. Off: Regent Chambers, 7th Floor,
Jamanalal Bajaj Marg, 208.
Nariman Point, Mumbai - 400021.
Subject: Consolidated Scrutinizer's Report for Remote E-voting and Electronic
Voting at the 34th Annual General Meeting jACM) of the Comnamf held
an 16th September. 2020
The Board of Directors of the Company at their meeting held on 1 Sth June, 2020 had
appointed me as Scrutinizer for remote e-voting and also for electronic voting at
the AGM in respect of the below mentioned four resolutions proposed at
the 34th AGM of the Company held on Wednesday, 16th September, 2020
at 11.00 a.m. (1ST) through video conferencingt other audio visual means.
Pursuant to 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, the Company has confirmed that the Notice convening the 34th AGM of
the Company along with the instructions for the remote e-voting and electronic
voting at the AGM and the Annual Report for the financial year 2019-20 were sent
through electronic mode to those Members whose e-mail addresses were registered
with the Company/Depository Participant(s) for communication purposes in
compliance with MCA Circular dated 5th May, 2020 read with Circulars dated 8th
April, 2020 and 1 3th April, 2020 (collectively referred to as 'MCA Circulars') and SEBI
Circular dated 12th May, 2020.
Page 1 of 5
OS M. M. SHETI1 & Co. Company Secretaries
The Company has published a notice in this regard, in Business Standard
(newspaper in English) and Tarun Bharat (newspaper in Marathi) on 19th August, 2020.
Pursuant to Section 108 of the Act read with the Rules and Regulation 44 of SEW (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company
has provided remote e-voting facility and also electronic voting facility at the ACM
to its members in respect of business to be transacted at AGM.
The Company had appointed National Securities Depository Limited (NSDL) as the
service provider for the facility of remote e-voting to its Members as well as
electronic voting facility at the AGM to those Members of the Company who had not
cast their vote through remote e-voting.
Cut -off date; 9th September. 2020
Remote e-voting commencement date: 12th September, 2020 at 9.00 a.m.
Remote e-voting end date: 15th September, 2020 at 5.00 p.m.
On completion of electronic voting at the ACM, the results of the remote e-voting
and electronic voting by Members at the AGM, on the NSDL e-voting platform were
unblocked by me, downloaded and diligently scrutinized. No Member has cast his
vote through electronic voting facility provided during the AGM,
The Management of the Company is responsible ro ensure compliance with the
requirements of the Act, Rules, Circulars issued by MCA & SEM relating to remote e-
voting and electronic voting at the AGM on the resolutions contained in the notice
of the AGM. My responsibility as scrutinizer for the remote e-voting and electronic
voting at the ACM is restricted to making a Consolidated Scrutinizer's Report of the
votes cast in favour or against the resolutions.
The results of the remote e-voting and electronic voting are as under:
Page 2 of 5
es M. M. SHETH & Co. Company Secretaries
Ordinary Business - Ordinary Resolution no,,
Adoption of Audited Financial Statements of the Company together with the reports of Board of Directors and Auditors thereon for the year ended 31st March, 2020.
No. of Members who cast Vote No. of shares voted % of Total Pald-up Share Capital 1 103 93.59,925 51.04%
Remote E-voting Electronic Voting at the AGM Total No of
members No of shares
ND of members
No of shares No of shares I 96
Assent 100 93,59,724_ 0 0 93,59,724 100 Dissent 3 201 0 0 201 Or Total 103 93,59,925 0 0 93,59,925 100
*negligible
Ordinary Business - Ordinary Resolution no. a
Declaration of Dividend on Equity Shares
No. of Members who cast Vote No. of shares voted % of Total bald-up share Capital 103 93,59,925 52.04%
Remote E-votIng Electronic Voting at the AGM Total NO OF
members No of shares
No of members
No of shares No of shares %
Assent 100 9359724 0 0 93,59,724 i 100 Dissent 3 201 0 0 201 I Os Total 103 93,59,925 0 0 93,59,9251 100
*negligible
Page 3 of 5
OS M. M. SHETH & Co. Company Secretaries
Ordinary Busine$5 - Special Re-solution no, 3
Re-appointment of Shri N. K. Parekh as a Director, who retires by rotation
No. of Members who cast Vote No. of shares voted % of Total Paid-upShare Capital 103 93,59,925 51.04 %
Remote E-voting Electronic Voting at the AGM Total No of
members No of shares
No of members
No of shares No of shares %
Assent 99 93,59,524 0 0 93,59.524 100 Dissent 4 401 0 0 401 0" Total 103 9359,925 0 0 93,59,925 100
'negligible
Special Business - Ordinary Resolution no, 4
Appointment of Shri A, B. Parekh as a Director
No. of Members who cast Vote No, of shares voted [ 103
% of Total Pald-up Share Capital 93,59,925 51.04%
Remote E-voting Electronic Voting at the AGM Total No of
members No of shares
No of members
No of shares No of shares %
Assent 99 93,59,714 0 0 93,59,714 100 Dissent 4 211 0 0 211 0* Total 103 93,59,925 0 0 93,59,925 100
*negligible
All the above 4 Resolutions have been passed by the members with requisite
majority.
Page 4 of 5
OR My M. SHETH & Co. Company Secretaries
I hereby confirm that I am maintaining the Registers received from the Service Provider electronically, in respect of the votes cast through remote e-voting and electronic voting at the ACM. I shall be arranging to hand over these records to you or such other person authorised by you.
FOR M. M. SHETH & Co.
manubh a; Sheth
(M. M. Sheth) Prop.
PCS: 1455, CP No.: 729 PeorPatei Secreta
Place: Mumbal ry
C u ate- S;7 4ItiP-411-
For Vinyl Chem (India) Limited
Page 5 of 5