ROTHARI INDUSTRIAL CORPORATION LIMITED · ROTHARI INDUSTRIAL CORPORATION LIMITED CIN...

ROTHARI INDUSTRIAL CORPORATION LIMITEDCIN N0.L24110TN1970PLC005865

“Kothari Buildings” No.114/117, Mahatma Gandhi Salai

Nungambakkam, Chennai - 600 034

Ph : +91 44 2833 4565 l Fax: +91 44 2833 4581

E-mail:[email protected] l www.kotharis.in

To

BSE LIMITED

P. I. Towers, Dalal Street,

Fort Mumbai - 400 001

Scrip Code: 509732 (BSE)

Dear Sirs,

27th February 2019

Sub: Disclosure ofvoting results of the Extra Ordinary General Meeting of the Company held

On 26th February, 2019 pursuant to Regulation 44 of the SEBI (LODR) Regulations, 2015.

We submit herewith the Consolidated Voting Results (both e-voting & polling) of the company'sExtra-ordinary General Meeting held on 26th February 2019 together with the Scrutinizer's Reportdated 26fll February 2019.

Details ofVoting Results

Particulars Details

Date of EGM 26.02.2019

Total number of Equity Shareholders as on 51105

the Record Date

No. of shareholders present in the meeting 56

either in person or through proxy

(a)Promoter group 11

[b)Public 45

No. of shareholders attended the meetingth‘rOugh video conference: 0

(a)Promoter group 0

(b)Public O

ROTHARI INDUSTRIAL CORPORATION LIMITEDCIN No.L24110TN1970PLC005865



Ph : +91 44 2833 4565 | Fax: +91 44 2833 4581

E-mail :[email protected] | www.kotharis.in

Item No.1:

Resolution required: Special Resolution

Helm Influmnflnl‘anmlle-I Lunlln‘l

A

I.OL

Whether promoter/promoter group are interested in the agenda/resolution: No

Transfer of floors situated in Kothari Buildings, Nungambakkam, Chennai belonging to the

company to Bekae Properties Pvt. Ltd., (assignee of HDFC Bank Ltd) and to M/s.Gemini Ironand Steel Private Limited or its nominees consequent to compromise and sale agreements,respectively with them

Category Mode of No. of shares No. of 96 of votes polled on No. of votes In No. of votes 56 of votes in $6 of votesVoting held votes outstanding shares favour against favour on against on

polled votes polled votes polled

-1 -2 l3l=lllfl1l*100 -4 ‘5 l5I=l4l/IZI*100 l2l=l5lll1l*100

Promoter E-votlng 9302525 2045095 21.98 2045095 0 100 0

81 Promoter Poll 9302525 6828980 23.94 6828980 0 100 0Postal

group ballot 9302525 0 0 0 0 0 0

Total 9302525 8924025 95.93 8924025 0 100 0

Publlc Etvotlng 2288061 20000 0.21 0 20000 0 100

lnstltutlonls] Poll 2288051 0 0 0 0 0 0

Postal

ballot 2288061 20000 0.21 0 0 0 0

Total 2288061 20000 0.21 0 20000 0 100

Public Non- E-voting 2020299 460250 6.55 450180 80 99.98 0.02

institutions Poll 2020299 1131111 16.11 1131111 0 100 0Postal

ballot 2020299 0 o 0 0 0 0

Total 2020299 1591321 22.56 1591291 80 99.98 0.02Total 19110885 10535446 55.12 10515355 20080 99.80 0.20

I(OTHARI INDUSTRIAL CORPORATION LIMITEDCIN No.L24110TN1970PLC005865



Ph : +91 44 2833 4565 l Fax: +91 44 2833 4581

E-mail:[email protected] l www.kotharis.in

Item No.2

Resolution required: Ordinary Resolution

KMIIHI'I inwmaICnmmmnn lelmd


Approval of Related Party Transaction Under Section 188 Of The Companies Act, 2013 and

Regulation 23 of SEBI (LODR) Regulations, 2015

Category Mode of No. of shares No. of 96 of votes polled on No. of votes in No. of votes % of votes In % of votes

Votlng held votes outstanding shares favour agalnst favour on agalnst on


—1 -2 [3}=[21{(1]"100 -4 -5 {6):{4l![2]*100 [2l={5};’(2}*100

Promoter E-votlng 9302525 2045095 2198 2045095 0 100 0

8:. Promoter Poll 9302525 6828930 23.94 6828980 0 100 0Postal

group ballot 9302525 0 0 0 0 0 0

Total 9302525 8924025 95.93 8924025 0 100 0

Public E-voting 2288061 20000 0.21 0 20000 0 100

lnstltutionls] Poll 2288061 0 0 0 0 0 0

Postal

ballot 2238061 20000 0.21 0 0 0 0

Total 2238061 20000 0.21 0 20000 0 100


lnstitu‘tions Poll 2020299 1131111 16.11 1131111 0 100 0

Postal

ballot 2020299 0 0 0 0 0 0

Total 7020299 1331321 18.96 1331291 80 99.99 0.01Total 19110385 10225445 53.26 10255366 20080 99.30 0.20

I(0THARI INDUSTRIAL CORPORATION LIMITEDCIN No.L24110TN1970PLC005865



Ph : +91 44 2833 4565 l Fax: +91 44 2833 4581

E-mail:[email protected] | www.kotharis.in

Item No.3

Resolution required: Special Resolution

KIRIInri Juliusinal tmmlm Umllnfl


Change in Object clause of the Company to be incorporated in the Memorandum ofAssociationof the Company

Category Mode of No. of shares No. of % of votes polled on No. of votes In No. of votes % of votes In % of votesVoting held votes outstanding shares favour against favour on against on


—1 -2 (3)=(2)/(1)*100 -4 -5 (6)=l4)/l2)*100 i?l=l5}fi21*100

Promoter E-voting 9302525 2045095 21.98 2045095 0 100 0

& Promoter Poll 9302525 6878980 73.94 6878980 0 100 0Postal

group ballot 9302525 0 0 0 0 0 0

Total 9302525 8924075 95.93 8924075 0 100 0

Public E-voting 2788061 20000 0.71 0 20000 0 100

lnstitution(s) Poll 2788061 0 0 0 0 0 0Postal

ballot 2788061 20000 0.71 0 0 0 0

Total 2788061 20000 0.71 0 20000 0 100


Institutions Poll 7020299 1131111 16.11 1131111 0 100 0Postal

ballot 7020299 0 0 0 0 0 0

Total 7020299 1331371 18.96 1331291 80 99.99 0.01Total 19110885 10275446 53.76 10255366 20080 99.80 0.20

Thanking you

Yours faithfullyFor Kothari Industrial Corporation Limited

Chairman

R.SRINIVASAN, B.Sc., B.L., A.C.S., A-2, Sri Vijayam - Ceebros Apts.,PRACTISING COMPANY SECRETARY 9, Vijayaraghava Road, T.NagarChennai - 600 017.

Email id: [email protected] no.9840158156

Tel.no.044-28154421

SCRUTINIZER'S REPORT

{Pursuant to Section108 of the Companies Act, 2013 and Rules of the Companies (Management and

administration) Rules, 2014)To

The Chairman

Kothari Industrial Corporation Limited

114, Mahatma Gandhi Salai, Nungambakkam High Road,Chennai-600034

Dear Sir,

Sub: Report of the Scrutinizer on the remote E-voting and Physical Voting by Ballot at the Extra-ordinary General Meeting of Kothari Industrial Corporation Limited held vide Notice dated1St February 2019 under Sec.108 of the Companies Act, 2013 read with Regulation 44 of SEBI

(LODR) Regulations, 2015

l, R.Srinivasan, Company Secretary in Practice have been appointed as Scrutinizer by the Board ofDirectors of Kothari Industrial Corporation Limited (the Company) for the purpose of scrutinizing theremote evoting and voting through Ballot process at the Extra-ordinary General Meeting in terms ofSections 108 of the Companies Act, 2013 (the Act) read with the Companies (Management andAdministration) Rules, 2014 (the Rules), as amended and Regulation 44 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 as amended on the Resolutions set out in the Notice ofthe Extra-ordinary General Meeting of the Members of the Company, held on Tuesday the 26thFebruary, 2019 at 10.30 AM at Kathivakkam Village, Ennore, Chennai-600057.

The management of the Company is responsible to ensure the compliance with the requirements of theCompanies Act, 2013 and Rules relating to remote e-voting and physical voting at the EGM on theresolutions contained in the Notice to the Extra-ordinary General Meeting of the members of theCompany. My responsibility as a scrutinizer for the remote e-voting and for physical voting throughballot process at the EGM is restricted to making of a Scrutinizer's report of the votes cast "in favour" or

1b.

"against" the resolutions stated in the Notice, based on the reports generated from the remote e-votingsystem provided by Central Depository Services (India) Limited.

Now, pursuant to the completion of the Extra-ordinary General Meeting of the Equity Shareholders ofthe Company held on Tuesday the 26th February, 2019 at 10.30 AM at Kathivakkam Village, Ennore,Chennai-600057, | submit my report as under;

a. The Company has informed me that, pursuant to Section 101, 108 of the Companies Act, 2013and Rule 20 of the Companies (Management & Administration) Rules, 2014, as amendedthereof, the notices convening the meeting including Statement under Section 102 of theCompanies Act, 2013, have been dispatched to all the members of the Company throughpermitted mode and subsequently the said Notice was also placed on the website of the

Company.

b. The Shareholders of the Company holding shares as on the "cut-off' date i.e., 19th February2019, were entitled to vote on the Resolutions as set out at Items No. 1 to 3 in the Notice of theEGM of the Company.

c. The e-voting period commenced on Saturday, the 23rd February 2019 at 9.00 am. and ended on

Monday, the 25th February 2019 at 5.00 pm.d. The details relating to Members who have cast their votes through remote e-voting, such as

their names, Folio Nos lDP ID & Client ID, Number of Shares held (but not the manner in whichthey have cast their votes) have been downloaded from the portal of CDSL as a Scrutinizer toensure that Members who have cast their votes through remote e-Voting do not vote again atthe EGM.

e. At the Venue of the EGM the Polling Ballot Papers were distributed to the Members and proxiespresent at the meeting, who have not cast their votes through remote e-voting, to exercise theirright to vote on the resolutions set out in the Notice of the EGM.

f. One empty Polling Box was locked and sealed in the presence of the Members and Proxies atthe meeting Venue. Members and Proxies have cast their vote through Polling/Ballot Papers bydepositing the duly filled-in and signed Polling/Ballot Papers in the Polling Box.

g. After conclusion of the Polling at the EGM of the Company held on 26th February 2019,I opened the locked Polling Box in the presence of two witnesses, who are not in theemployment of the Company. The Polling Papers were scrutinized.

h. The results of the voting through electronic means and on poll in respect of the said Resolutionsare as under:

Resolution No: 1:

Nature of resolution: Special Resolution

Transfer of floors situated in Kothari Buildings, Nungambakkam, Chennai, belonging to thecompany to Bekae Properties Pvt. Ltd., (assignee of HDFC Bank Ltd) and to M/s. Gemini Iron and

1%.

Steel Private Limited or its nominees consequent to com

respectively with them as a Special Resolution

promise and sale arrangements,

(I) VOTED FOR THE RESOLUTION

Number of Number of valid % of total numbeT‘members voted Votes cast (Shares) of valid votes castE—VOTING 11 2505275 100POLL

54 8010091 100TOTAL

65 10515366 100

(II) VOTED AGAINST RESOLUTION

Number of Number of valid % of total numbermembers voted Votes cast (Shares) of valid votes castE-VOTING 2 20080 100POLL

-

-

-ETA]. 2 20080 100

(III) INVALID VOTES:

Number of Number of invalid % of total numbermembers voted Votes cast (Shares) of invalid votes

castE—VOTING 0 0 OPOLL

O 0 0TOTAL l o o o

Based upon the aforesaid results, Resolution set out in the Item No. 1 of the Notice dated 1StFebruary 2019 calling the Extra-ordinary General Meetin

Special Resolution by absolute majority.

Resolution No: 2:

Nature of resolution: Ordinary Resolution

g of the Company has been passed as

Approval of Related Party Transaction under Section 188 of the Companies Act, 2013 andRegulation 23 of SEBI (LODR) Regulations, 2015, as an Ordinary Resolution


Number of Number of valid % of total numbmmembers voted Votes cast (Shares) of valid votes castE-VOTING 10 2245275 100POLL

54 8010091 100TOTAL

64 10255366 100

(ll) VOTED AGAINST RESOLUTION

Number of Number of valid % of total numbermembers voted Votes cast (Shares) of valid votes cast

E-VOTING 2 20080 100POLL

-

—

-

LTOTAL 2 20080 100

(Ill) INVALID VOTES:

Number of Number of invalid % of total numb?‘members voted Votes cast (Shares) of invalid votes

castE-VOTING 0 0 0POLL 0 0 0TOTAL 0 0 0

#

Based upon the aforesaid results, Resolution set out in the Item No. 2 of the Notice dated 1StFebruary 2019 calling the Extra-ordinary General Meeting of the Company has been passed as

an Ordinary Resolution by absolute majority.

Resolution No: 3:

Nature of resolution: Special Resolution

Change in Object Clause of the Company to be incorporated in the Memorandum of Associationof the company, as a Special Resolution


Number of Number Of valid % of total numbermembers voted Votes cast (Shares) of valid votes cast

E-VOTING 10 2245275 100POLL 54 8010091 100TOTAL 64 10255366 100

(II) VOTED AGAINST RESOLUTION

Number of Number of valid % of total numb?‘members voted Votes cast (Shares) of valid votes cast

E-VOTING 2 20080 100POLL -

-

-

TOTAL 2 20080 100

(III) INVALID VOTES:

’7 Number of Number of valid % of total numbermembers voted Votes cast (Shares) of valid votes cast

E-VOTING 0 O 0POLL O 0 0TOTAL 0 O 0

Based upon the aforesaid results, Resolution set out in the item No. 3 of the Notice dated 1StFebruary 2019 calling the Extra-ordinary General Meeting of the Company has been passed as a

Special Resolution by absolute majority.

The register and all other papers and relevant records relating remote e-voting shall remain inmy safe custody until the chairman considers, approves, signs the minutes of the aforesaidExtra-ordinary General Meeting.

244-69 "ITPlace : ChennaiR.Srinivasan

Date: 27.02.2019Practising Company Secretary

ACS No. 2654For Kotharé ind Anal Curpuratmn Limitezi

CP N0. 7779

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