kothari koihari sugars and chemicals limited

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Kothari Koihari Sugars and Chemicals Limited Regd. off.: “Kothari Buildings”, No.115, M.G.Salai, Nungambakkam, Chennai - 600 034. Phone : 044-30226848/5614, Fax: 044-28334560, www.hckotharigroup.com 31st July 2018 Sub: Declaration of Voting Results of the 57th Annual General Meeting held on Tuesday, the 31st day of July 2018 at 10.30 A.M. at The Music Academy, Mini Hall, Old No.306, New No.168, T.T.K. Road, Chennai - 600 014 The details are as follows: SI. No. Notice Items Resolutions (Ordinary / Special) Mode of Voting (E-Voting / Polling Paper) 1. Consider and adopt: a) The Audited Financial Statements, the Reports of the Board of Directors and Auditors b) The Audited Consolidated Financial Statements & Report of the Auditors thereon for the financial year ended 31st March 2018. Ordinary Remote E-voting & Polling Paper 2. Re-appointment of Mr. Arjun B. Kothari (DIN: 07117816) who retires by rotation Ordinary 3. Ratification of Remuneration to Cost Auditor Ordinary 4. Appointment of Mr.M.Silvester Goldwin, as whole time Director of the Company Special 5. Appointment of Mr.C.V.Krishnan as Independent Director Ordinary 6. Re-appointment of Mr.P. S .Balasubramaniam, Independent Director of the Company Special Contd .... 2/- Sugar Units: Unit ■I : Kattur Post - 621 706, Lalgudi Taiuk, Trichy Dist.Jamiinadu, Phone : 0431-2541224 I 2541350, Fax : 0431-2541451 Unit - II: Sathamangalam Village, Vetriyur Post: 621 707. Ariyalur Dist., Tamilnadu, Phone : 04329-320800 CIN: L15421TN1960PLC004310 . ' TIN No.: 33790460019 dt 1-1-2007 CSTNo. 24518 dt. 26-06-1961 GSTIN : 33AABCK2495F1ZP

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Page 1: Kothari Koihari Sugars and Chemicals Limited

Kothari Koihari Sugars and Chemicals Limited Regd. off.: “Kothari Buildings”, No.115, M.G.Salai, Nungambakkam, Chennai - 600 034.

Phone : 04 4 -3 0226848 /5614 , Fax: 044-28334560, www.hckotharigroup.com

3 1st July 2018

Sub: Declaration of Voting Results of the 57th A nnual G eneral M eeting held on Tuesday, the 31st day of July 2018 a t 10.30 A.M. a t The M usic Academy, M ini Hall, Old No.306, New No.168, T.T.K. Road, C hennai - 600 014

The details are as follows:

SI. No. Notice ItemsResolutions (O rdinary /

Special)

M ode of Voting (E-Voting /

Polling Paper)

1.

Consider and adopt:a) The Audited Financial

Statements, the Reports of the Board o f Directors and Auditors

b) The Audited Consolidated Financial Statements & Report of the Auditors thereon

for the financial year ended 31stMarch 2018.

Ordinary

Remote E-voting &

Polling Paper

2.Re-appointment o f Mr. Arjun B. Kothari (DIN: 07117816) who retires by rotation

Ordinary

3. Ratification of Remuneration to Cost Auditor Ordinary

4.Appointment of Mr.M.Silvester Goldwin, as whole time Director o f the Company

Special

5.Appointment of Mr.C.V.Krishnan as Independent Director

Ordinary

6.

Re-appointment of Mr.P. S .Balasubramaniam, Independent Director of the Company

Special

Contd.... 2/-

Sugar Units:

Unit ■ I : Kattur Post - 621 706, Lalgudi Taiuk, Trichy Dist.Jamiinadu, Phone : 0431-2541224 I 2541350, Fax : 0431-2541451 Unit - II: Sathamangalam Village, Vetriyur Post: 621 707. Ariyalur Dist., Tamilnadu, Phone : 04329-320800

CIN: L15421TN1960PLC004310 . ' TIN No.: 33790460019 dt 1-1-2007 CSTNo. 24518 dt. 26-06-1961 GSTIN : 33AABCK2495F1ZP

Page 2: Kothari Koihari Sugars and Chemicals Limited

Kothari Kothari Sugars and Chemicals LimitedRegd. off.: “Kothari Buildings”, No.115, M.G.Salai, Nungambakkam, Chennai - 600 034.

Phone : 044-30226848 / 5614, Fax: 044-28334560, www.hckotharigroup.com. Z Y _ l

,

7.

Re-appointment of Mr.V.R.Deenadayalu, Independent Director of the Company

SpecialRemote E-voting

&Polling Paper

8.

Re-appointment of Mr.P.S.Gopalakrishnan, Independent Director of the Company

Special

Based on the Report o f the Scrutinizer, I hereby declare that the Resolutions for the above-mentioned items have been passed with requisite majority.

Thanking you

for Kothari Sugars and Chemicals Limited

Nina B. KothariChairperson

Sugar Units:

Unit • I : Kattur Post - 621 706, Laigudi Taluk, Trichy Dist.Jamilnadu, Phone : 0431-2541224 / 2541350, Fax : 0431-2541451 Unit - II: Sathamangalam Village, Vetriyur Post: 621 707. Ariyalur Dist., Tamilnadu, Phone: 04329-320800

CIN: L1 5421TN1360PLC004310 TIN No.: 33790460019 dt 1-1-2007 CST No. 24518 dt. 26-06-1961 GSTIN : 33AABCK2495F1ZP

Page 3: Kothari Koihari Sugars and Chemicals Limited

cs q^Sricffiflrcw & AssociatesCompany Secretaries

N. SRIDHARAN, M.Com., ML., FCS., MBA., CP No :7469 FCS : 1646

Cell: 97907 91965 / 94447 71442 E-mail: [email protected]

Consolidated Scrutinizer’s Report On voting through ballot paper and through remote e-voting

[Pursuant to section 108 of the Companies Act. 2013 and Rule 20 of the Companies (Managementand Administration) Rules. 2014]

To

The ChairpersonKothari Sugars and Chemicals Limited, 115, Mahatma Gandhi Road,Chennai - 600 034.

Madam,

Reg; Scrutinizer’s report in connection with 57th Annual General Meeting o f the Company held on Tuesday, the 31st July 2018 at 10.30 a.m.at The Music Academy, Mini Hall, Old No. 306, New. No. 168 T.T.KRoad, Chennai-600014.

I, N. Sridharan, Company Secretary in Practice, has been appointed by the Board of Directors of Kothari Sugars and Chemicals Limited (“the Company”), as Scrutinizer for the purpose of scrutinizing the remote e-voting process and voting through polling paper at 57th Annual general Meeting (AGM) of the members of the Company, in a fair and transparent manner and ascertaining the requisite majority on remote e-voting and voting through polling paper carried out, as per the provisions of the Companies Act, 2013 and rule 20 of the Companies ( Management and Administration) Rules, 2014, on the resolutions set out in the Notice dated 29th May,2018 of the 57th AGM of the members of Kothari Sugars and Chemicals Limited, held on the 31st July 2018 at 10.30 a.m. at The Music Academy, Mini Hall, New No-168, TTK Road, Royapettah, Chennai - 600 014. Accordingly, I submit the report, on completion of remote e-voting process and voting through polling paper, as under:-

1. The Company has engaged the services of CDSL as the Authorised Agency to provide secured system for remote e-voting process.

2 . The remote e-voting period remained open from Friday 09.00 a.m. on 27th July , 2018 to up to Monday 05.00 p.m. on 30th July, 2018.

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G1, Sri Ganapathy Flats, Plot C25B, AGS Colony, Nanganallur, Chennai - 600 061. » : 044 - 31000800

Page 4: Kothari Koihari Sugars and Chemicals Limited

3. The cut-off date for the purpose of determining the entitlement for voting, by remote e- voting or voting through polling paper, on the proposed resolutions was 24th July 2018.

4. After the close of period for remote e-voting, the details of members, such as their names, folio numbers, numbers of shares held, who had cast votes through remote e-voting, were downloaded from the e-voting website of CDSL, for the purpose of ensuring that members who have cast their votes through remote e-voting do not vote again at the 57th AGM.

5. At the 57th AGM, after the announcement of polling paper availability by the Chairperson, one ballot box kept for polling was locked in my presence with due identification marks placed by me.

6. The locked ballot box was subsequently opened in my presence along with two witnesses 1. Mr. R. Santhosh and 2. Mr. S Krishnan, who are not in the employment of the Company and poll papers was diligently scrutinized.

7. The polling papers, which were incomplete and/or which were otherwise found defective have been treated as invalid and kept separately.

8. After counting the votes cast by the members present at the 57th AGM, through polling paper, the votes cast through remote e-voting were unblocked on 31st July, 2018, around 11.30 p m in the presence of two witnesses, l,Mr. R. Santhosh and 2, Mr.S Krishnan who are not in the employment of the Company.

9. Thereafter, the details containing, inter alia, the information about equity shareholders voting ‘For’ and ‘Against’ the resolutions, were generated from the e-voting website ofCDSL.

10. Based on reports generated from the e-voting website of CDSL and voting through polling paper at the 57th AGM , the consolidated report on the result of voting on each resolution are given hereunder:

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Page 5: Kothari Koihari Sugars and Chemicals Limited

Item No.l

Resolution: Ordinary

To consider and adopt:(a) The audited financial statements of the Company for the financial year ended March 31, 2018, the Reports of the Board of Directors and Auditors and

(b) The audited consolidated financial statements of the Company for the financial year ended March 31, 2018 and the report of the Auditors thereon.

(i) Voted ‘FO R ’ the resolution:

Mode of Voting Number of members

voted

Number of votes cast in ‘Favor’ of

resolution

% of total number of valid votes cast

Remote e-voting 22 62544226 99.9608Voting through polling paper (in person or by

proxy)

10 24537 0.0392

Total 32 62568763 100.0000

(ii) Voted ‘AGAINST’ the resolution:

Mode of Voting Number of members

voted

Number of votes cast in ‘Against’ of

resolution

% of total number of valid votes cast

Remote e-voting 0 0 0Voting through polling paper (in person or by

proxy)

0 0 0

Total 0 0 0

(iii) Votes ‘Invalid’

Mode of Voting Total number of members whose votes were declared ‘Invalid’

Total number of votes cast by

them declared ‘Invalid’

Remote e-voting 0 0Voting through polling paper

(in person or by proxy)0 0

Total 0 0

Page 6: Kothari Koihari Sugars and Chemicals Limited

I report that the above Resolution has been passed by the shareholders as an OrdinaryResolutionItem No.2

Resolution - Ordinary

To appoint a Director in the place of Mr. Arjun Kothari (Din 07117816) who retires by rotation as a Director and being eligible offers himself for re-appointment.

(i) Voted ‘FO R’ the resolution:

Mode of Voting Number of members

voted

Number of votes cast in ‘Favor’ of

resolution

% of total number of valid votes cast

Remote e-voting 21 62529826 99.9608Voting through polling paper (in person or by

proxy)

10 24537 0.0392

Total 31 62554363 100.0000

Note: Twenty Two shareholders voted through remote e-voting, one shareholder holding 14400 shares abstained from voting.

(ii) Voted ‘AGAINST’ the resolution:Mode of Voting Number of

members voted

Number of votes cast in ‘Against’ of

resolution

% of total number of valid votes cast

Remote e-voting 0 0 0Voting through polling paper (in person or by

proxy)

0 0 0

Total 0 0 0

(iii) Votes ‘Invalid’

Mode of Voting Total number of members whose votes were declared ‘Invalid’

Total number of votes cast by

them declared ‘Invalid’

Remote e-voting 0 0Voting through polling paper

(in person or by proxy)0 0

Total 0 0

I report that the above Resolution has been passed by the shareholders as an Ordinary Resolution.

Page 7: Kothari Koihari Sugars and Chemicals Limited

Item No.3

To ratify payment of remuneration to Cost Auditor

Voted ‘FOR’ the resolution:

Resolution - Ordinary

Mode of Voting Number of members

voted

Number of votes cast in ‘Favor’ of

resolution

% of total number of valid votes cast

Remote e-voting 22 62544226 99.9608Voting through polling paper (in person or by

proxy)

10 24537 0.0392

Total 32 62568763 100.0000

(i) Voted ‘AGAINST’ the resolution:

Mode of Voting Number of members

voted

Number of votes cast in ‘Against’ of

resolution

% of total number of valid votes cast

Remote e-voting 0 0 0Voting through polling paper (in person or by

proxy)

0 0 0

Total 0 0 0

(ii) Votes ‘Invalid’

Mode of Voting Total number of members whose votes were declared ‘Invalid’

Total number of votes cast by

them declared ‘Invalid’

Remote e-voting 0 0Voting through polling paper

(in person or by proxy)0 0

Total 0 0

I report that the above Resolution has been passed by the shareholders as an Ordinary Resolution.

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* S

B v

Page 8: Kothari Koihari Sugars and Chemicals Limited

Item No.4

Appointment of Mr. M. Silvester Goldwin as Whole time Director of the Company

Resolution - Special Resolution

Mode of Voting Number of members

voted

Number of votes cast in ‘Favor’ of

resolution

% of total number of valid votes cast

Remote e-voting 22 62544226 99.9608Voting through polling paper (in person or by

proxy)

10 24537 0.0392

Total 32 62568763 100.0000

(i) Voted ‘AGAINST’ the resolution:

Mode of Voting Number of members

voted

Number of votes cast in ‘Against’ of

resolution

% of total number of valid votes cast

Remote e-voting 0 0 0Voting through polling paper (in person or by

proxy)

0 0 0

Total 0 0 0

(ii) Votes ‘Invalid’

Mode of Voting Total number of members whose votes were declared ‘Invalid’

Total number of votes cast by them declared

‘Invalid’Remote e-voting 0 0

Voting through polling paper (in person or by proxy)

0 0

Total 0 0

I report that the above Resolution has been passed by the shareholders as Special Resolution.

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Page 9: Kothari Koihari Sugars and Chemicals Limited

Item No.5

Appointment of Mr. C V Krishnan as Independent Director of the Company

(i)Voted ‘FOR’ the resolution:

Resolution - Ordinary Resolution

Mode of Voting Number of members

voted

Number of votes cast in ‘Favor’ of

resolution

% of total number of valid votes cast

Remote e-voting 21 62543617 99.9608Voting through polling paper (in person or by

proxy)

9 24537 0.0392

Total 30 62568154 99.999

(ii)Voted ‘AGAINST’ the resolution:

Mode of Voting Number of members

voted

Number of votes cast in ‘Against’ of

resolution

% of total number of valid votes cast

Remote e-voting 1 609 0.001Voting through polling paper (in person or by

proxy)

0 0 0

Total 1 609 0.001

(iii) Votes ‘Invalid’

Mode of Voting Total number of members whose votes were declared ‘Invalid’

Total number of votes cast by

them declared ‘Invalid’

Remote e-voting 0 0Voting through polling paper

(in person or by proxy)0 0

Total 0 0

I report that the above Resolution has been passed by the shareholders as an Ordinary Resolution.

Page 10: Kothari Koihari Sugars and Chemicals Limited

Item No.6

Resolution - Special ResolutionRe-appointment of Mr. P. S. Balasubramaniam Independent Director of the Company

(i) Voted ‘FOR’ the resolution:

Mode of Voting Number of members

voted

Number of votes cast in ‘Favor’ of

resolution

% of total number of valid votes cast

Remote e-voting 22 62544226 99.9608Voting through polling paper (in person or by

proxy)

10 24537 0.0392

Total 32 62568763 100.0000

(ii) Voted ‘AGAINST’ the resolution:

Mode of Voting Number of members

voted

Number of votes cast in ‘Against’ of

resolution

% of total number of valid votes cast

Remote e-voting 0 0 0Voting through polling paper (in person or by

proxy)

0 0 0

Total 0 0 0

(iii) Votes ‘Invalid’

Mode of Voting Total number of members whose votes were declared ‘Invalid’

Total number of votes cast by

them declared ‘Invalid’

Remote e-voting 0 0Voting through polling paper

(in person or by proxy)0 0

Total 0 0

I report that the above Resolution has been passed by the shareholders as Special Resolution.

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Page 11: Kothari Koihari Sugars and Chemicals Limited

Item No.7

Resolution - Special ResolutionRe-appointment of Mr. V R Deenadayalu Independent Director of the Company

(i) Voted ‘FOR’ the resolution:

Mode of Voting Number of members

voted

Number of votes cast in ‘Favor’ of

resolution

% of total number of valid votes cast

Remote e-voting 21 62543617 99.9608Voting through polling paper (in person or by

proxy)

9 24537 0.0392

Total 30 62568154 99.999

(ii) Voted ‘AGAINST’ the resolution:

Mode of Voting Number of members

voted

Number of votes cast in ‘Against’ of

resolution

% of total number of valid votes cast

Remote e-voting 1 609 0.001Voting through polling paper (in person or by

proxy)

0 0 0

Total 1 609 0.001

(iii) Votes ‘Invalid’

Mode of Voting Total number of members whose votes were declared ‘Invalid’

Total number of votes cast by

them declared ‘Invalid’

Remote e-voting 0 0Voting through polling paper

(in person or by proxy)0 0

Total 0 0

I report that the above Resolution has been passed by the shareholders as Special Resolution.

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Page 12: Kothari Koihari Sugars and Chemicals Limited

Item No.8Resolution - Special Resolution

Re-appointment of Mr. P. S. Gopalakrishnan Independent Director of the Company (i) Voted ‘FOR’ the resolution:

Mode of Voting Number of members

voted

Number of votes cast in ‘Favor’ of

resolution

% of total number of valid votes cast

Remote e-voting 22 62544226 99.9608Voting through polling paper (in person or by

proxy)

10 24537 0.0392

Total 32 62568763 100.0000

(ii) Voted ‘AGAINST’ the resolution:

Mode of Voting Number of members

voted

Number of votes cast in ‘Against’ of

resolution

% of total number of valid votes cast

Remote e-voting 0 0 0Voting through polling paper (in person or by

proxy)

0 0 0

Total 0 0 0

(iii) Votes ‘Invalid’

Mode of Voting Total number of members whose votes were declared ‘Invalid’

Total number of votes cast by

them declared ‘Invalid’

Remote e-voting 0 0Voting through polling paper

(in person or by proxy)0 0

Total 0 0

I report that the above Resolution has been passed by the shareholders as Special Resolution.

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Page 13: Kothari Koihari Sugars and Chemicals Limited

The Register, all other papers and relevant records relating to remote e-voting and voting by polling paper at the 57th AGM shall remain in my safe custody until the Chairperson considers, approves and signs the Minutes of the aforesaid Annual General Meeting and thereafter the same will be handed over to the Company Secretary for safe Keeping.

Thanking You.Yours faithfully,for N .S R ID H A R A N & ASSOCIATES,

Place: Chennai Date: 31-07-2018

N.SRIDHARAN COMPANY SECRETARY CP NO- 7469 Chairman

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