WW · 2019-09-26 · Board of Directors and Auditors thereon. “RESOLVED THAT the Audited Balance...

Date: September 25, 2019

T

SHIVAM7 AUTOTECH LTD

The National Stock Exchange of India Ltd. The BSE Limited

“Exchange Plaza” Bandra Kurla Complex, Phiroje Jeejeebhoy Towers

Bandra East, Dalal Street Fort

Mumbai — 400 051 Mumbai 7 400 001

(Scrip Code 7

SHIVAMAUTO) (Scrip Code 7

532776)

Subiect: Intimation of proceedings of 14m Annual General Meeting, Voting results as per

Regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements),

Regulations 2015 and Consolidated Scrutinizer’s Report.

Dear Sir,

This is in reference to the above mentioned subject; please find enclosed herewith the followingdocuments for your record:

1. lntimation of proceedings of 14th Annual General Meeting held on Wednesday,

September 25, 2019 and voting results as per Regulation 44(3) of SEBI (Listing Obligationsand Disclosure Requirements), Regulations 2015.

2. Consolidated Scrutinizer’s Report.

Kindly take the above information on your records and oblige.

Thanking you.

Yours truly,

For SHIVAM AUTOTECH

WWW

Shivani Kakkar

Company SecretaryM. No. 25097

www.5hivamautotech.com | [email protected]

ClN — L34300HR2005PLCOB1531

Registered Office: 10. lst Floor, Emaar Digital Greens, Tower A, Sector 61.

k

Tel: 0124 - 4698700Golf Course Extension Road, Gurugram, Haryana-122011 Fax: 0124 . 4698798

AnnexureR

A.

DETAILSOF

THEPROCEEDINGSOF

THE14TH

ANNUALGENERALMEETING

The

14m

AnnualGeneralMeetingof

the

Membersof

ShivamAutotechLimited

was

held

on

Wednesday,the

25m

day

of

September2019at

12:00Noonat

Club

NirvanaPatio,Block—K,

NirvanaCountry,Sector—50,

Gurugram—

122018,Haryana

S.

No.

Particulars

Details

1

Dateof

AGM

September25,2019

Mr.

Sunil

KantMunjal

Chairman&

IndependentDirector

Mr.

BhagwanDassNarang

Chairmanof

Audit/StakeholdersRelationship/CSRCommittee

2

Director’sPresent:

Mr.

NeerajMunjal

ManagingDirector

Mrs.

CharuMunjal

WholeTimeDirector

Dr.

Anil

KumarGupta

Non—Executie

Director

Mr.

DavendraUjlayan

ChiefFinancialOfficer

Ms.

ShivaniKakkar

CompanySecretary

Mr.

RiteshShandilya

Authorizedrepresentativeof

NSBP&

Co.,

StatutoryAuditor

Mr.

SatyenderKumar

SecretarialAuditorof

the

Company

3

In

attendance: Memberspresent:

4

In

person (includingrepresentatives):

44

In

proxy:Total

No.

of

shareholders

Total

no.

of

shareholdersas

on

Cut-offdate

Le.

September18,

2019are

27146.

on

recorddate

Mr.

Sunil

Kant

Munjal,Chairmanwelcomedthe

attendees’.The

requisitequorum

being

present,the

meetingwas

calledto

order

He

statedthat

the

AnnualReport2018—19alongwith

Noticeof

AGM

has

been

posted/e-mailed,to

all

the

shareholdersof

the

Company.The

AnnualReport,the

statutory

registersand

otherdocumentsas

referredin

the

AGMNotice

wereavailablefor

inspectionby

the

membersat

the

AnnualGeneralMeeting.

He

introducedthe

directorsand

officerssitting

on

the

dais-Themembers

were

informedthat

Dr.

VinayshilGautamand

Retd,

JusticeVikramajitSen

IndependentDirectorsof

the

Companycould

not

be

presentat

the

AGM

due

to

their

personalexigencies.The

Chairmanfurtherinformedthe

members

that

the

Chairmanof

the

Audit

Committee,Chairmanof

Corporatesocial

ResponsibilityCommitteeand

Chairmanof

StakeholdersRelationship

Committeewere

presentat

the

AGM.

With

the

permissionof

the

memberspresent,the

noticeconveningthe

14‘h

AnnualGeneralMeeting,Board’s

Reportand

relateddocuments

were

taken

as

read.

The

Chairmanaddressedthe

Membersaboutthe

significantdevelopmentsof

the

Company.The

memberswere

informedthat

thereare

no

qua

cations,observations,comments,disclaimeror

otherremarksin

the

Auditor’sReport,which

have

any

adverseeffect

on

the

functioningof

the

Company.Thereafter,the

Chairmaninvited

queries/

clarificationsfrom

the

shareholders,which

were

duly

answeredand

the

shareholdersexpressedsatisfactionon

the

performanceof

the

Company.

The

Chairmaninformedthat

in

compliancewith

the

provisionsof

CompaniesAct,

2013

read

with

the

rules

made

thereunderincludingthe

statutory

modificationsor

re—enactmentsthereofand

SEBI

(ListingObligationand

DisclosureRequirements)Regulations,2015,

every

listed

Companyhas

mandatorilyprovidethe

remotee—votingfa

y

to

its

shareholders.Accordingly,the

Companyhad

enteredinto

an

agreementwith

CentralDepo

"

Systems(India)Limited(CDSL)for

availinge—votingfa

Page1

of13

The

remotee—votingperiodwas

scheduledfrom

September22,

2019

(9:00am.)to

September24,

2019(5:00pm.)for

all

the

resolutionsset

forth

in

the

AGM

notice,The

memberspresentat

the

AGMand

who

have

not

casttheirvoteselectronically

were

providedan

opportunityto

cast

theirvote

through

pollinglballot

paper.

The

memberswere

informedthat

the

Board

of

Directorshas

appointedMr.

SatyenderKumar,

(MembershipNo.

FCS

4087),

SatyenderKumar&

Associates,CompanySecretariesas

Scrutinizerto

conductthe

electronicand

physicalvotingin

a

fair

and

transparentmanner.

The

Chairmanthen

briefedthe

objectivesand

implicationsof

the

Ordinaryand

Specialbusinessesset

out

in

the

AGMNotice.The

businessesconsidered

at

the

AGM,the

typeof

resolution,the

modeof

votingand

the

statusof

the

resolutionsare

includedin

part

B

of

this

annexure.

The

Chairmaninformedthat

Mr.

SatyenderKumar,the

scrutinizerwould

consolidatethe

resultsof

remotee—votingand

resultsof

polling/ballot

paper

votingat

the

meetingand

then

submithis

report.The

resultsalongwith

the

consolidatedscruti

izer’s

reportwouldbe

placedon

the

Company’swebsite

and

websiteof

CDSL.The

samewouldbe

communicatedto

the

stockexchangeswithin48

hoursof

the

conclusionof

the

AnnualGeneralMeetingand

displayedat

the

RegisteredOfficeand

CorporateOfficeof

the

Company.

The

Chairmanexpressedhis

sincerethanksto

the

attendeesfor

attendingthe

meetingand

declaredthe

meetingas

closed.

Page2

of

13

Annexure—

B

RESULTSOF

THE

14th

ANNUALGENERALMEETING

S. No.

Agenda

Resolution required (Ordinary! Special)

Modeof

Voting

Statusof

Resolution

Adoptionof

AuditedBalanceSheetas

at

March31.

2019,

the

Statementof

Profit

&

Loss

and

Cash

Flow

Statementfor

the

financialyear

ended

on

that

date

and

the

Reportsof

the

Boardof

Directorsand

Auditorsthereon.

“RESOLVEDTHATthe


at

March31,

2019

and

the

Profit&

Loss

Accountfor

the

yearendedon

that

date

alongwith

the

reportsof

the

Boardof

Directorsand

Auditorsthereon,as

circulatedto

the

membersand

now

placedbeforethe

meetingbe

and

are

herebyconsideredand

adopted."

Ordinary

E—votingand

polling/ballot

paperat

the

AGM

Passedwith

requisite majority

Appointmentof

Directorin

placeof

Mrs.

CharuMunial(DIN

03094545),who

retiresbv

rotationand

beinqeliqiblehas

offeredherselffor

re-appointment.

“RESOLVEDTHATpursuantto

the

provisionsof

Section152

of

the

CompaniesAct,

2013,

Mrs.

CharuMunjal(DIN

03094545),who

retiresby

rotationat

this

meetingbe

and

is

hereby

appointedas

a

Directorof

the

Company,liableto

retireby

rotation."

Ordinary

E—votingand

p0

ng/

ballot

paperat

the

AGM

Passedwith

requisite majority

Re-appointmentof

Mr.

SunilKantMunial(DIN

00003902)as

an

IndependentDirectorof

the

Company. “RESOLVEDTHAT

pursuantto

the

provisionsof

Sections149,

150

and

152

read

with

ScheduleIV

and

all

other

applicableprovisionsof

the

CompaniesAct,

2013

and

the

Companies(Appointmentand

Qual

ication

of

Directors)

Rules,

2014,

SEBI

(Listing

Obligationsand

DisclosureRequirements)Regulaone,

2015

(including

any

statutory

modification(s)or

re-enactmentthereoffor

the

time

b

'

g

in

force)

and

based

on

the

recommendationof

the

Nominationand

RemunerationCommitteeof

the

Company,Mr,

Sunil

Kant

Munial

(DIN

00003902),who

was

appointedas

an

IndependentDirectorand

holds

office

upto

the

conclusionof

this

AnnualGeneralMeeting,being

eligibleand

in

respectof

whom

the

Companyhas

receiveda

notice

in

writing

from

him

under

Section

160

of

the

CompaniesAct,

2013

proposinghis

candidaturefor

the

officeof

Director,be

and

is

hereby

re-appointedas

an


the

Company,not

liableto

retire

by

rotationand

to

hold

officefor

5

(five)

consecutiveyears

from

the

date

of

the

14”1

AnnualGeneralMeeting

for

a

term

upto

the

conclusionof

19m


the

Companyto

be

held

in

the

Calendaryear

2024."

Special.

E—votingand

polling/ballot

paperat

the

AGM

Passedwith

requisite majority

Page3

of

13

Re-appointmentof

Mr.

BhaqwanDass

Naranm(DIN

00826573)as

an

Independent

DirectoroftheCom

an

.

“RESOLVEDTHAT

pursuantto

the

provisionsof

Sections149,

150

and

152

read

with

ScheduleIV

and

all

other


the

CompaniesAct,

2013

and

the


Qua

cationof

Directors)Rules,2014,pursuantto

Regulation

17(1A)

of

the

SEBI

(ListingObligationsand

DisclosureRequirements)Regulations,2015

(includingany

statutorymodification(s)or

re-enactmentthereoffor

the

time

being

In

force)

and

basedon

the

recommendationof

the

Nominationand


the

Company,

Mr.

Bhagwan

Dass

Narang

(DIN

00826573),who

was

appointed

as

an

IndependentDirectorand

holds

office

upto

the

conclusionof

this

AnnualGeneralMeeting,

beingeligibleand

who

shall

attainthe

age

of

75

yearsand

in

respectof

whomthe

Company

has

receiveda

notice

in

writingfrom

him

under

Section160

of

the

CompaniesAct,

2013

proposinghis

candidaturefor

the

office

of

Director,be

and

is

herebyre-appointedas

an


the

Company,not

liableto

retire

by

rotationand

to

hold

officefor

5

(five)consecutive

yearsfromthe

date

of

the

14th

AnnualGeneralMeetingfor

a

term

upto

the

conclusionof

19th


the

Companyto

be

held

in

the

Calendaryear

2024."

Special

E-votingand

polling/ballot

paperat

the

AGM

Passedwith

requisite majority

Appointmentof

Retd.

JusticeVikramaiitSen

(DIN:

00866743)as

an

Independent

DirectoroftheCom

an

“RESOLVEDTHAT

pursuantto

the

provisionsof

Sections149,

150

and

152

read

with

ScheduleIV

and

other

applicableprov"

'ons,

if

any,

of

the

CompaniesAct,

2013

and

the


Qual

ication

of

Directors)

Rules,

2014,

the

applicable

provisionsof

the

SEBI



(includingany


re~enactment(s)thereof,for

the

time

beingin

force)

and

basedon

the

recommendationof

the

Nominationand


the

Company,

Retd.

Justice

VikramajitSen

(DIN:

00866743)who

was

appointedas

an

Additional(Non—Executiveand

Independent)Directorof

the

Companypursuantto

the

Section161

and

otherapplicableprovi

ions

with

effectfromAugust8,

2019

to

hold

office

upto

the

date

of

this


in

respectof

whom

the

Companyhas

receiveda

notice

in

writing

from

him

under

Section

160

of

the

CompaniesAct,

2013,

proposinghis

candidaturefor

the

office

of

Director,

be

and

is

hereby

appointedas

an


the

Company,not

liableto

retireby

rotation,to

hold

officefor

a

term

of

5

(five)consecutive

years,fromthe

date

of

appointment”

Ordinary

E—votingand

polling/ballot

paperat

the

AGM

Passedwith

requisite majority

Page4

of

13

Appointmentof

Dr.

Anil

KumarGupta(DIN:

002643623)as

Non—ExecutiveDirectorof

the

Company “RESOLVEDTHAT

pursuantto

the

provisionsof

Sections

152

and

other

applicable

provisions,if

any,

of

the

CompaniesAct,

2013

and

the


Qua‘fication

of

Directors)Rules,

2014,

the


the

SEBI

(Listing

Obligationsand


(including

any

statutory

modification(s)or

re—enactment(s)thereof,for

the

time

being

in

force)

and

based

on

the

recommendationof

the

Nominationand


the

Company,Dr.

Anil

Kumar

Gupta

(DlN:

002643623)who

was

appointedas

an

Addi

onal

(Non-Executive)

Directorof

the

Companypursuantto

the

Section161

and

other

applicableprov'

ions

with

effectfromAugust9,

2019to

hold

officeuptothe

date

of

this


in

respectof

whomthe

Companyhas

receiveda

noticein

writingfrom

him

underSection160

of

the

CompaniesAct,

2013,

proposing

his

candidaturefor

the

office

of

Director,be

and

is

herebyappointedas

Non—ExecutiveDirectorof

the

Company,liable

to

retire

by

rotation,to

hold

officefor

a

term

of

5

(five)consecutive

years,fromthe

dateof

appointment.

Ordinary

E—votingand

polling/ballot

paperat

the

AGM

Passedwith

requisite majority

Approvalof

paymentof

minimumremunerationto

ExecutiveDirectors


the

provisionsof

Section197

read

with

ScheduleV

and

other

applicableprovisions,if

any,

of

the

CompaniesAct,

2013,

(includingany

statutory

modificationsor

re—enactmentthereoffor

the

time

being

in

force)and

subjectto

such

other

necessaryapprovals,consentsor

permissionas

may

be

required,the

consentof

the

Membersof

the

Companybe

and

is

herebyaccordedto

pay


the

ManagingDirectorand

Whole—timeDirector(s)for

any

financialyear

commencingfrom

April

01,

2019

till

March

31,

2022,

in

caseswherethe

Companydoes

not

earn

any

profits

or

earns

inadequateprofits

as

contemplatedunder

the

provisionsof

ScheduleV

to

the

CompaniesAct,

2013.

RESOLVEDFURTHERTHATthe

Boardof

Directorsbe

and

are

herebyauthorizedto

take

all

suchstepsas

may

be

necessary,proper

and

expedientto

give

effectto

this

resolu'on.”

Special

E-votingand

polling/ballot

paperat

the

AGM

Passedwith

'

te

Page5

of

13

Disclosureas

per

Requlation44(3)of

SEBl(ListinqObligationand

DisclosuresRequirements)Regulations.2015

Dateof

AGM

Wednesday,September25,

2019

No.

of

shareholderson

recorddate

27146

No.

of

Shareholderspresentin

the

meetingeitherin

personor

throughproxy:

-

Promotersand

PromoterGroup:

1

-

Public:

43

No.

of

Shareholdersattendedthe

meetingthroughVideoConferencing

NA

—

Promotersand

PromoterGroup:

-

Public: AGENDAWISE

DISCLOSUREResolutionNo.

1

-

Adoptionof


at

March31,

2019,the

Statementof

Profit&

Loss

and

Cash

Flow

Statementfor

the

financialyear

endedon

thatdateand

the

Reportsof

the

Boardof

Directorsand

Auditorsthereon.

“RESOLVEDTHATthe


at

March31,

2019

and

the

Profit&

LossAccountfor

the

year

endedon

that

date

alongwith

the

reportsof

the

Boardof

Directorsand

Auditorsthereon,as

circulatedto

the

membersand

now

placedbeforethe

meeting

be

and

are

herebyconsideredand

adopted.”

Resolutionrequired:(Ordinary/Special)

Ordinary

Whetherpromoter/promotergroupare

interestedin

the

agenda/resolution?

No

No.

of

No.

of

%

0f

Votes

.

polledon

Category

Modeof

voting

shares

votes

.

held

polled

outstanding shares

No.

of

No.

of

%

of

votesin

%

of

Votes

votes—

in

votes~

favouron

votes

againston

votes

favour

against

polled

polled

(1)

(2)

(3)=[(2)/(1)]*100

(4)

(5)

(5)=[(4)/(2)]*100

(7)=[(5)/(2)]*100

E-Voting

0

0.0000

0

O

0

O

Promoter and

Poll

74795950

74795950

1000000

74795950

0

1000000

0.0000

Promoter

PostalBallot(if

Group

applicable) Total

74795950

74795950

100.0000

74795950

100.0000

0.0000

E-Voting

0

0.0000

0

0

0

Public.

Poll

29679

0

0.0000

0

Institutions

PostalBallot(if

applicable) Total

29679

0

0.0000

0

]

0.0000

0.0000

Page6

of

13

Public-Non

Institutions

E—Voting Poll PostalBallot(if

applicable)

25174371

1931082

7.6708

1930882

200

999896

0.0104

3573

0.0142

3573

1000000

0.0000

Total

25174371

1934655

7.6850

1934455

200

99.9897

0.0103

Total

100000000

76730605

76,7306

76730405

200

99.9997

0.0003

Basedon

above,the

OrdinaryResolutionhas

beenpassedby

requisitemajority.

ResolutionNo.

2

—

Appointmentof

directorin

placeof

Mrs.

CharuMunial(DIN

03094545).who

retiresbv

rotationand

beinq

eliqiblehas

offeredherselffor

re-appointment


the

provisionsof

Section152

of

the

CompaniesAct,

2013,

Mrs.

CharuMunjal(DIN

03094545),who

retiresby

rotationat

this

meetingbe

and

is

herebyappointedas

a

Directorof

the

Company,'ableto

retireby

rotation."


Ordinary


interestedin

the

agenda/resolution?

N0

Category

Modeof

voting

No.

of

sharesheld

No.

of

votes polled

%

of

Votespolledon

outstanding shares

No.

of

votes—

in

favour

No.

of

votes—

against

%

of

votesin

favouron

votespolled

%

of

Votes

againston

votespolled

(1)

(2)

(3)=[(2)/(1)1*100

(4)

(5)

(6)=[(4)/(2)]*100

(7)=[(5)/(2)]*100

Promoter and Promoter Group

E-Voting Poll PostalBallot(if

applicable)

74795950

0

0.0000

0

O

O

74795950

100.0000

74795950

100.0000

0.0000

Total

74795950

74795950

100.0000

74795950

100.0000

0.0000

Public- Institution 5


applicable)

29679

0.0000

0

0.0000

0

Total

29679

0

0.0000

0

0

0.0000

0.0000

Public- Non Institution 5


25174371

1931082

7.6708

1930672

410/fi

99.9788

0.0212

3573

0.0142

3573

49}

‘1']: II.c

“K00.0000

0.0000

l1§(H05M);

Page7

of

13

7

you

‘I

{3,}1/0’77

applicable) Total

25174371

1934655

7.6850

1934245

410

99.9788

0.0212

Total

100000000

76730005

76.7306

76730195

410

99.9995

0,0005

Basedon

above,the


beenpassedby

requisitemajority.

ResolutionNo.

3

—

Re-appointmentof

Mr.

SunilKantMunial(DIN

00003902)as

an


the

Company.


the

provisionsof

Sections149,

150

and

152

read

with

Scheduleiv

and

all

otherapplicableprovisions

of

the

CompaniesAct,

2013

and

the


Qualificationof

Directors)Rules,2014,

SEBl

(ListingObligations

and


(includingany



the

time

being

in

force)and

basedon

the

recommendationof

the

Nominationand


the

Company,Mr.

Sunil

Kant

Munjal(DIN

00003902),who

was

appointedas

an

independentDirectorand

holdsofficeuptothe

conclusionof

this

AnnualGeneralMeeting,being

e'

'ble

and

in

respectof

whomthe

Companyhas

receiveda

noticein

writingfrom

him

underSection160

of

the

CompaniesAct,

2013

proposinghis

candidaturefor

the

office

of

Director,be

and

is

herebyre—appointedas

an

independentDirectorof

the

Company,not

liableto

retire

by

rotationand

to

hold

officefor

5

(five)

consecutiveyears

from

the

date

of

the

14th


a

term

uptothe

conclusionof

19mAnnualGeneralMeetingoftheCompanyto

be

held

in

the

Calendaryear

2024.”


Special


interestedin

the

agenda/resolution?

No

Category

Modeof

voflng

No.

of

sharesheld

%

of

Votespolledon

outstanding shares

No.

of

votes polled

No.

of

votes—

in

favour

No.

of

votes—

against

“lo

of

votesin

favouron

votespolled

%

of

Votesagainston

votespolled

(1)

(2)

(3)=[(2)/(1)]*100

(4)

(5)

(6)=[(4)I(2)]*100

(7)=[(5)/(2)]*100


E-Voting Poll PostalBallot

(if

applicable)

0

0.0000

0

0

0

74795950

74795950

1000000

74795950

100.0000

0.0000

Total

74795950

74795950

100.0000

74795950

100.0000

Public- Institutions


(if

applicable)

0

0.0000

0

0

29679

0

0.0000

0

O

Total

29679

0.0000

00000

Page8

of

13

Public- Non institutions


(if

applicable)

1931082

7.6708

1930629

453

99.9765

0.0235

25174371

3573

0.0142

3573

100.0000

0.0000

Total

25174371

1934655

7.6850

1934202

453

999766

0.0234

Total

100000000

76730605

76,7306

767301

52

453

99.9994

0.0006

Basedon

above,the

SpecialResolutionhas

beenpassedby

requisitemajority.

ResolutionNo.

4

-

Re-appointmentof

Mr.

BhaqwanDassNaranq.(DIN

00826573)as

an

independentDirectorof

the

Company.


the

provisionsof

Sections149,

150

and

152

read

with

Scheduleiv

and

all

otherapplicableprov'

ions

of

the

CompaniesAct,

2013

and

the


Qual''cation

of

Directors)Rules,

2014,

pursuantto

Regulation

17(1A)of

the

SEBI



(includingany


re-

enactmentthereoffor

the

time

beingin

force)and

basedon

the

recommendationof

the

Nominationand


the

Company,Mr.

BhagwanDass

Narang(DIN

00826573),who

was

appointedas

an

independentDirectorand

holds

office

upto

the

conclusionof

this

AnnualGeneralMeeting,beingeligibleand

who

shall

attainthe

age

of

75

yearsand

in

respectof

whomthe

Company

has

receiveda

notice

in

writingfrom

him

underSection160

of

the

CompaniesAct,

2013

proposinghis

candidaturefor

the

office

of

Director,be

and

is

herebyre-appointedas

an


the

Company,not

liableto

retireby

rotationand

to

hold

officefor

5

(five)consecutiveyears

from

the

dateof

the

14th


a

term

uptothe

conclusionof

19th

AnnualGeneralMeeting

of

the

Companyto

be

held

in

the

Calendaryear

2024."


Special


interestedin

the

agenda/resolution?

No

Category

Modeof

voting

No.

of

shares held

%

of

Votespolledon

outstanding shares

No.

of

votes polled

No.

of

votes—

in

favour

No.

of

votes—

against

%

of

votesin

favouron

votespolled

%

of

Votesagainston

votespolled

(1)

(2)

(3)=[(2)/(1)]*100

(4)

(5)

(6)=[(4)/(2)]*100

(7)=[(5)/(2)]*100


E-Voting Poll

74795950

PostalBallot(if

app

'

able)

0

0.0000

0

0

0

74795950

100.0000

74795950

100.0000

0.0000

Total

74795950

74795950

100.0000

74795950

E%

100.0000

0.0000

Public-

E-Voting

‘

29679

0

0.0000

O

O

Page9

0f

13

Institutions

Poll PostalBallot(if

applicable)

0

0.0000

0

Total

29679

0

0.0000

0

0.0000

0.0000

Public-Non

Institutions


applicable)

1931082

7.6708

1930707

375

99.9806

0.0194

25174371

3573

0.0142

3573

100.0000

0.0000

Total

25174371

1934655

7.6850

1934280

375

99.9806"

0.0194

Total

100000000

76730605

75.7306

76730230

375

99.9995

0.0005

Basedon

above,the


beenpassedby

requisitemajority.

ResolutionNo.

5

—

Appointmentof

Retd.JusticeVikramajitSen

(DIN:00866743)as

an


the

Company


the

provisionsof

Sections149,

150

and

152

read

with

ScheduleIV

and

otherapplicableprovisions,if

any,

of

the

CompaniesAct,

2013and

the


Qualificationof

Directors)Rules,2014,the

applicableprovisions

of

the

SEBI

(Listing

Ob'

ations

and


(includingany


re«

enactment(s)thereof,for

the

time

beingin

force)and

basedon

the

recommendationof

the

Nominationand


the

Company,Retd.

JusticeVikramajitSen

(DIN:

00866743)who

was

appointedas

an

Additional(Non—Executiveand

Independent)

Directorof

the

Companypursuantto

the

Section161

and

otherapplicableprovisionswith

effectfrom

August8,

2019to

hold

officeupto

the

date

of

this


in

respectof

whomthe

Companyhas

receiveda

noticein

writingfrom

him

underSection

160

of

the

CompaniesAct,

2013,

proposinghis

candidaturefor

the

officeof

Director,be

and

is

herebyappointedas

an

Independent

Directorof

the

Company,not

liable

to

retire

by

rotation,to

hold

office

for

a

term

of

5

(five)

consecutiveyears,

from

the

date

of

appointment.” Resolutionrequired:(Ordinary/Special)

Ordinary


interestedin

the

agenda/resolution?

NO

Category

Modeof

voting

No.

of

shares held

%

of

Votespolledon

outstanding shares

No.

of

votes polled

No.

of

votes—

in

favour

No.

of

votes—

against

%

of

votesin

favouron

votespolled

%

of

Votesagainston

votespolled

(1)

(2)

(3)=[(2)I(1)]*100

(4)

(5)

(5)=[(4)l(2)]*100‘

(7)=[(5)/(2)]*100

Promoter_

and Promoter Group


applicable)

74795950

0

0.0000

0

0

0

74795950

100.0000

74795950

50‘,

1000000

0.0000

Page10

of

13

Total

74795950

74795950

100.0000

74795950

100.0000

0,0000



applicable)

29679

0

0,0000

0

0.0000

Total

29879

0

0.0000

0

0,0000

0.0000

Public-Non

institutions


applicable)

25174371

1931082

7.6708

1930779

303

999843

0.0157

3573

0.0142

3573

100.0000

0.0000

Total

25174371

1934655

7.6850

1934352

303

99.9843

0.0157

Total

100000000

76730605

76.7306

76730302

303

99.9996

0.0004

Basedon

above,the


beenpassedby

requisitemajority.

ResolutionNo.

6

-

Appointmentof

Dr.

Anil

KumarGupta(DIN:002643623)as

Non-ExecutiveDirectorof

the

Company


the

provisionsof

Sections152

and

otherapplicableprovisions,if

any,

of

the

CompaniesAct,

2013

and

the


Qua

cationof

Directors)Rules,2014,the

applicableprovi

ions

of

the

SEBI



(includingany


re-enactment(s)thereof,for

the

time

being

in

force)and

basedon

the

recommendationof

the

Nominationand


the

Company,Dr.

Anil

KumarGupta(DIN:

002643623)who

was

appointedas

an

Additional(Non-Executive)Directorof

the

Companypursuantto

the

Section161

and

other

applicableprovi

'ons

with

effectfromAugust9,

2019to

hold

officeuptothe

date

of

this


in

respectof

whom

the

Companyhas

receiveda

noticein

writingfrom

him

underSection160

of

the

CompaniesAct,

2013,

proposing

his

candidaturefor

the

officeof

Director,be

and

is

herebyappointedas

Non-ExecutiveDirectorof

the

Company,liableto

retireby

rotation,to

hold

officefor

a

term

of

5

(five)consecutive

years,fromthe

dateof

appointment.


Ordinary


interestedin

the

agenda/resolution?

No

Category

Modeof

voting

No.

of

sharesheld

No.

of

votes polled

%

of

Votespolledon

outstanding shares

No.

of

votes——

in

favour

No.

of

votes—

against

%

of

votesin

favouron

votes

%

of

Votesagainston

votespolled

(1)

(3)=[(2)/(1)]*100

(4)

(5)

(5)=[(4)/(2)]*100

(7)=[(5)/(2)]*100

Promoter and Promoter

E-Voting Poll

74795950

0

0.0000

0

6933591

0

74795950

100.0000

74795950

0.0000

Page11

of

13

Group

PostalBallot

(if

applicable)Total

74795950

74795950

100.0000

74795950

0

100.0000

0.0000

E-Voting

0

0.0000

0

0

O

0

Public-

Pa"

29579

0

0.0000

0

0

0

0

Institutions

PostalBallot

(if

applicable)Total

29679

0

0.0000

0

0

0.0000

0.0000

E-Voting

1931082

76708

1930757

325

99.9832

0.0168

Public'

Poll

25174371

3573

0.0142

3573

0

1000000

0.0000

N0".

_

PostalBallot

institutions

(if

applicable)Total

25174371

1934655

7.6850

1934330

325

99.9832

0.0168

Total

100000000

76730605

76.7306

76730280

325

99.9996

0.0004

Basedon

above,the


beenpassedby

requisitemajority.

ResolutionNo.

7

-

Approvalof

pavmentof


ExecutiveDirectors

”RESOLVEDTHAT

pursuantto

the

provi

'ons

of

Section197

read

with

ScheduleV

and

other

applicableprovisions,if

any,

of

the

CompaniesAct,

2013,

(includingany

statutorymodificationsor


the

time

being

in

force)

and

subjectto

such

othernecessary

approvals,consentsor

permissionas

may

be

required,the

consentof

the

Membersof

the

Companybe

and

is

hereby

accordedto

pay


the

ManagingDirectorand

Whole—timeDirector(s)for

any

financialyear

commencingfrom

April

01,

2019t'l

March31,

2022,

in

caseswherethe

Companydoes

not

earn

any

profitsor

earnsinadequateprofitsas

contemplated

underthe

provisionsof

ScheduleV

to

the

CompaniesAct,

2013.

RESOLVEDFURTHERTHATthe

Boardof

Directorsbe

and

are

herebyauthorizedto

take

all

such

stepsas

may

be

necessary,proper

and

expedientto

give

effectto

this

resolution."


Special


interestedin

the

agenda/resolution?

No

No.

of

%

of

Votes

votes

polled0."

polled

outstanding shares

No.

of

No.

of

"/0

of

votesin

%

of

Votes

votes—

votes—

favouron

votes

againston

in

favour

against

polled

votespolled/<

No.

of

Category

Modeof

voting

sharesheld

(1)

(2)

(3)=[(2)/(1)]*100

(4)

(5)

(6)=[(4)/(2)]*100

(7)=[(5)/(2)]*1g:

Page12

of

13



applicable)

74795950

0

0.0000

0

0

74795950

100.0000

74795950

100.0000

0.0000

Total

74795950

74795950

100.0000

74795950

100.0000

0.0000



applicable)

29679

0.0000 0.0000

Total

29679

0

0.0000

0

0.0000

0.0000

Public- Non Institutions


applicable)

25174371

1931082

7.6708

1930739

343

99.9822

0.0178

3573

0.0142

3573

100.0000

0.0000

Total

25174371

1934655

7.6850

1934312

99.9823

0.0177

Total

100000000

76730605

76.7306

76730262

99.9996

0.0004

Basedon

above,the


beenpassedby

requisitemajority.

Page13

of

13

,

Y' E&

HARYANA7/9”

SATYENDER KUMAR & ASSOCIATES

Company Secretaries

CONSOLIDATED SCRUTINIZER’S REPORT

The Chairman of

14‘“Annual General Meetingof the Equity Shareholders of

Shivam Autotech Limited (the Company)held on 25‘"September, 2019 at

Club Nirvana Patio, Block- K,Nirvana Country, Sector —- 50,

Gurugram — 122018, Haryana

Dear Sir,

|,Satyender Kumar of Satyender Kumar & Associates, Practicing Company Secretaries,

Gurugram was appointed by the Board of Directors of Shivam Autotech Limited (‘the

Company’) vide Board resolution dated 8th August,2019, as the Scrutinizer to conduct the

remote e-voting and poll process in respect of the resolutions contained in the notice of 14”1

Annual General Meeting of the members of the Company, held on 25Ih September, 2019 at

Club Nirvana Patio, Block- K, Nirvana Country, Sector—50, Gurugram—122018, Haryana

The management of the Company is responsible to ensure the compliance with the

requirements of the Companies Act, 2013 and Rules relating to remote e—voting and Poll on

the resolutions contained in the notice to the 14mAnnual General Meeting (AGM) of the

members of the Company, Our responsibility as a scrutinizer for the remote e-voting process

and for poll is restricted to make a Scrutinizer's Report of the votes cast “in favour" or

“against" the resolutions contained in the notice to the 14'“Annual General Meeting (AGM),

based on the reports generated from remote e—voting system provided by Central Depository

Services (India) Limited (CDSL), the authorized agency to provide remote e-voting facilities,

engaged by the Company and also at the time of Poll based on the records provided by the

Registrar and Transfer Agents — MCS Share Transfer Agent Limited, New Delhi at the AGM.

In respect of remote e-Voting process, I hereby report as under:

i) In accordance with the notice of the 14‘“Annual General Meeting sent to

members and in terms of “Advertisement" published as per Rule 20 (4)(v) of

the Companies (Management and Administration) Rules, 2014 as amended

the Companies (Management and Administration) Rules, 2015, on

1

M , filrnprrti Sedan" 9‘) Seritorrfll‘r,fiurqaon in 00 l, H‘iryana, lnrlm,

lei,'

7, Miser. . 99, JIM/09‘) 0 Maurie : ‘Jtil Nix/oh - l'rltlllli illiV’rJl'WiPVl’l at; [atilfimali com

, sir[ventlerfc‘s‘G‘gIn.nl mm

18‘ September, 2019 in 'The Business Standard’ (English and Hindi), the

remote e—Voting period remained open from Sunday, September 22, 2019

(9.00 am.) to Tuesday, 24"1 September, 2019 (5.00 pm.)

ii) The members of the Company as on the “cut of” date i.e. 18‘“ September,

2019 were entitled to vote on the resolutions (Items No. 1 to 7 as set out in the

Notice of the 14‘hAnnual General Meeting of the Company).

iii) The remote e-voting process was blocked at 5.00 pm. on Tuesday, 24m

September, 2019.

iv) The votes cast through remote e—voting process were unblocked on 25"1

September, 2019 after the conclusion of Annual General Meeting in the

presence of two witnesses, Mr. Mukesh Manchanda and Ms. Geetanjali

Sharma who are not in the employment of the Company and who witness to

the unblocking of votes.

v) Thereafter, the detail containing inter-alia, list of equity Shareholders who

voted “for“, "against" the each resolutions that were put to vote, was generated

from e—voting website of Central Depository Services (India) Limited

(https://www.evotingindia.com) .

At the Annual General meeting held on 25‘h September, 2019 the Chairman of the Annual

General Meeting (AGM) had provided polling papers to enable those shareholders who had

not casted their votes by the remote e-voting facility in respect of resolutions (Items No. 1 to

7 as set out in the Notice of the 14‘“Annual General Meeting of the Company), to cast their

vote at the said AGM. l was appointed as the Scrutinizer to conduct the poll procedure at the

said AGM.

In respect ofthe poll process conducted under my supervision, I hereby report that:

The poll box containing the poll papers was unblocked after the conclusion of the AGM in

presence of Mr. Mukesh Manchanda and Ms. Geetanjali Sharma who are not employees of

the Company. The votes were counted and the results of the poll were prepared in the

presence of the aforesaid shareholders and were also countersigned by them as witnesses.

I hereby state that I have recorded details of all the votes by the shareholders through,

remote e-voting and by poll and have also checked and verified the same. I have also carried

out full count of the votes.

I hereby report the consolidated results of the votes cast by the shareholders through remote

e—voting and by poll as under:

Item No. 1

Ordinary Resolution to receive, consider and adopt the audited Balance Sheet as at March

31, 2019, the Statement of Profit & Loss and Cash Flow Statement for the financial year

ended on that date and the Reports of the Board of Directors and Auditors thereon

Particulars Number of Number of votes cast in Percentage

E-Voting Poll at Total E-Voting Poll at Total

AGM AGM

Assent 31 17 43 1930882 74799523 76730405 99999

Dissent 3 0 3 200 0 200 0.001

Total 34 17 51 1931082 74799523 76730605 100.000

Accordingly, out of total 76730605, E—Votes and Votes Polled at AGM; 76730405 Votes were

cast ASSENTiNG to the Ordinary Resolution constituting 99.999% and 200 Votes were cast

DISSENTING to the Ordinary Resolution constituting 0.001% of the votes polled on the

Ordinary Resolution.

Thus, the Ordinary Resolution as contained in Item No. 1 of Notice of the Annual General

Meeting passed with requisite majority.

Item No. 2

Ordinary Resolution for the appointment of director in place of Mrs. Charu Munial (DIN

03094545), who retires by rotation and being eligible has offered herself for re—appointment


E-Voting PoII at Total E-Voting Poll at Total

AGM AGM

Assent 28 17 45 1930672 74799523 75730195 99.999

Dissent 6 0 6 410 0 410 0.001

Total 34 17 51 1931082 74799523 76730605 100.000

Accordingly, out of total 76730605, E—Votes and Votes Polled at AGM; 76730195 Votes

were cast ASSENTiNG to the Ordinary Resolution constituting 99.999% and 410 Votes were

cast DISSENTING to the Ordinary Resolution constituting 0.001% of the votes polled on the


SATYENDER KUMAR 8L ASSOCIATES

Item No. 3

Special Resolution for the re—appointment of Mr. Sunil Kant Munial (DIN 00003902) as an

Independent Director of the Company



AGM AGM

Assent 27 17 44 1930629 74799523 76730152 99.999

Dissent 7 0 7 453 0 453 0.001

Total 34 17 51 1931082 74799523 76730605 100.000

Accordingly, out of total 76730605, E—Votes and Votes Polled at AGM; 76730152 Votes

were cast ASSENTING to the Special Resolution constituting 99.999% and 453 Votes were

cast DISSENTING to the Special Resolution constituting 0.001% of the votes polled on the

Special Resolution.

Thus, the Special Resolution as contained in Item No. 3 of Notice of the Annual General


Item No. 4

Special Resolution for the re—appointment of Mr.Bhaqwan Dass Naranq. (DIN 00826573) as

an Independent Director of the Company

Particulars Number of Number of votes cast in Percentang

E—Voting Poll at Total E-Voting Poll at Total

AGM AGM

Assent 27 17 44 1930707 74799523 76730230 99.999

Dissent 7 0 7 375 0 375 0.001

Total 34 17 51 1931082 74799523 76730605 100.000

Accordingly, out of total 76730605, E— Votes and Votes Polled at AGM; 76730230 Votes



Special Resolution.



Item No. 5

Ordinarv Resolution for the appointment of Retd. Justice Vikramaiit Sen (DIN: 00866743) as

an Independent Director of the Company.

Particulars Number of Number of votes cast in l Percentage

E-Voting Poll at Total E~Voting Poll at Total

AGM AGM

Assent 30 17 47 1930779 74799523 76730302 99.999

Dissent 4 0 4 303 0 303 0.001

Total 34 17 51 1931082 74799523 76730605 100.000

SATYENDER KUMAR 85 ASSOCIATES

Accordingly, out of total 76730605, E- Votes and Votes Polled at AGM; 76730302 Votes

were cast ASSENTING to the Ordinary Resolution constituting 99.999% and 303 Votes were





Item No. 6

Ordinary Resolution for the appointment of Dr. Anil Kumar Gupta (DIN: 002643623) as

Non—Executive Director of the Company.


E—Voting Poll at Total E-Voting Poll at Total

AGM AGM

Assent 28 17 45 1930757 74799523 76730280 99.999

Dissent 6 0 6 325 0 325 0.001

Total 34 17 51 1931082 74799523 76730605 100000

Accordingly, out of total 76730605, E-Votes and Votes Polled at AGM; 76730280 Votes

were cast ASSENTING to the Ordinary Resolution constituting 99.999% and 325 Votes were





Item No. 7

Special Resolution for the payment of minimum remuneration to Executive Directors,



AGM AGM

Assent 29 17 46 1930739 74799523 76730262 99.999

Dissent 5 0 5 343 0 343 0.001

Total 34 17 51 1931082 74799523 76730605 100.000

Accordingly, out of total 76730605, E- Votes and Votes Polled at AGM; 76730262 Votes



Special Resolution.


Meeting passed with requisite majority,

SATYENDER KUMAR 85 ASSOCIATES

All the relevant records of remote e—voting and poll papers will remain in my safe custody

until the Chairman considers, approves and signs the minutes of the 14m Annual General

Meeting and same shall be handed over thereafter to the Chairman/Company Secretary for

safe keeping.

Thanking you,

Yours Sincerely

For SATYENDER KUMAR & ASSOCIATES Countersigned by

V,For Shivam “Autotech Limited

fig: vaWSATYENDER UMARProprietor

Company Secretary

FCS 4087

C.P.N0. 5189

UDINIFOO4087A000015001

Place: GurugramDate: September 25, 2019

WW · 2019-09-26 · Board of Directors and Auditors thereon. “RESOLVED THAT the Audited Balance...

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