HINDUSTAN ADHESIVES LIMITED - Bagla Group · 2019. 3. 30. · 4. The votes were unblocked on Saturday, the 29th of September, 2018 at around 12:39 p.rn, in the presence of two witnesses

IBclqlcl Group'.

HINDUSTAN ADHESIVES LIMITED

NOT ARRANGE.D

~ .~. Works: 29th Milestone, G.T.Road,Achheja, Tehsil Dadri, Uttar Pradesh- 203207. India Tel: 0120 _26746.1.8

Regist:ered. Office; 340/2.-A, G.T. Road, Shahdara, qelhl - 110095. India Tel, 011' - 2213:1-880U K AS U K A $ Corporate Office: B-2/8, SafdarJungEnclave, New Delhi - 110029. India Tel: 011- 41650347OUAuty ENVIRONMENTAl

Fax:011 - 26191358 E-mail: [email protected] Website: www.bagla-group.comMN •..••l\,uEME:--4T MANAGEMENTISO 90fll .2000 (SO 14b01 : 2.004

PAN No. AAACH1276N CIN No. l74899Dli988PlC031191

AgendafrtlancialAuditors' +h,tJl"£'h.rlResolutiorr rpl~Hl;r'PI!1~f1•..,-fi"""""Whether p~omoterl prcH1H>tei~ gr

Stillti?!!'flents ,.pf the Comp~ny for ,thetneBoardofDirectors and

% of votesagainst on

Agl~in~:t'!VICte1Hll::llIe'CIl Ilotes p:oUedt6}==!f14}J'(2l]! J7l=[(S}/\Z.)l"

100

lOO

o

o

NA

o

100

Pubt c-

100

In view

'.

Agenda No. 2: Appointment of Cl Director in place of Mr. lalit Kurnar Bagla (DIN 01596548), whoretires by rotation and being eligible, offers himself for re-ap ointment.

Resolution required: OrdinaryWhether promoter! promoter group are interested in the agenda/ resoiution?:No

% of vetes ,ipelted on I

outsta rid iog '1'shares(3j=H2

}/{lJ}*lOO I !

r E~~o·-t-in-g-+----~3~;:~~~~-'!--9-2:-.7-2--+1-3-2;-4-85-2:1 '~

_2_5_4_96_' -+-1 7.2S 2S496t._-·_·_,_I __!

No ofVotes-ln

ia'lloIJr (4)

No. of tsh~'rehel

(1}

Noo!votes

polled \~j

Promoter I ModeI public; voting

I Pro'1l oterandPromotergro..p

i

_-+_3_5_0_34_9_5+-_·_1_·0?~~-,,-+~..-__-3=5=03~4_~~5~;;..--_·_" ~ l~

I I10 D 10~ ~~

Poll _j 350':>495Post81Ballot

rT~tal

; [-voting o; Public : o

lnsntutlon l-,l ------lP 11 I ! 0 0

al Holticr ~--! :1~N'A 1-1'1I-':-'f Postal I NA I", Ballot

,--+----,--+.~~"=--i,----........f--~Total 0 o 0---i--~

10

, %QfvQtesNo. votes' in favour onof Against votes polled

(5) (6}=H4i/(2))*100

% of votesagainst on

votes polled{7}=((S}fI2Ul< ,

100

lOD

100 -1-----I

'0

oto- r --..~-~NA NA

o

--.-----~-".....,.~"-«.'Public- Poll 1512805 823 o.os I -- F lOCiother ,

'~"'1"~«

'.

Agenda No.3: Appointment of M/s. Rajan Goel & Associates, Chartered Accountants, as. Statutory Auditor to flll casual vacancy until conclusion of Thirtieth AGM,

Resolution required: OrdinaryWhether promoterl promoter group are interested in the agendal reselutlonl': No

i --PlIblfc-other

'n view of the

·Agenda No.4: Appointment of M/5. Rajan Goel & Associates, Chartered Accountants, asstatutory Auditor for a term of five years.Resolution required: OrdinaryWhether promoter! promoter group are interested in the agenda/ resclutlonf: No

h

M.A"'''. .."~. No, ofPromoter vY",,", f sharef public \lot!ng

"""7"~""-'"'7-----'-----'-----'-r--"--"j j j ,

% of votes ipolled on I

liutstandfng IshareS{3)=f(21

lIUH*100 .

% of votes % of votesNo. votes in favour on against onQf Ag:;linst voles pollMi votes polled

(5) I (6)~[(4)/{2ni (7)=HS)f{2)}*I "'100 i 100

I 3248529 92.72 324852, I 100L. ~.~..-._.__---- ..--j-----+. ~j 254966 I 7.28 25495t. __ -+I IO_D_-+ -lI I 1! I

No (IfV{ltes

poHed(2.

NOOTVot.es-in

ravour(4)

E-voting

I PromoterI and I--PO_il__ 3503495I PromoterI grotp

lUG

Public-other

In view or above results, the Agenda No.4 is passed as Ordinary Resolution.

% oivotes·against on

votes polled{7}=HS}/{2})*

100

1

Ref. No.

MUKESH AGARWAL & CO.(COMPANY SECRETARIES)

3029, Sant Nagar, Rani 8agh, Opp. M2K Pitampura, Delhi-110034Tel. No. : 011-42458279, 47060535 Email: [email protected]

Dated .

SCRUTINIZER'S REPORT ON E-VOTING

[Pursuant to Section 108 ofthe Companies Act. 2013 and Rule 20 {3} {xi} ofthe Companies{Management and Administration} Rules 2014]

zs" September, 2018

To,The Chairman of 30TH Annual General Meeting of the Members ofilHINDUSTAN ADHESIVESLIMITED" held on 29th September, 2018 at 10:00 A.M.at Orchid Palace, Main Chattarpur Road, Asola Fatehpur Beri, New Delhi-ll0074

Re: Scrutinizer's Report on voting through electronic means in term of section 108 of theCompanies Act, 2013 read with Rule 20(3)(xi) of the Companies (Management andAdministration) Rules, 2014

Dear Sir,

I, Mukesh Kumar Agarwal, Company Secretary in whole-time practice, was appointed asscrutinizer for the 30th Annual General Meeting of the Equity Shareholders of "HINDUSTAN.ADHESIVESLIMITED" held on Saturday, zs" of September, 2018 at 10:00 A.M. at OrchidPalace, Main Chattarpur Road, Asola Fatehpur Beri, New Delhi-ll0074 for the purpose of •scrutinizing the e- voting process in a fair and transparent manner ascertaining the requisitemajority on e-voting carried out as per the provision of the Companies act, 2013 and Sub rule{xi} of Rule. 20 of the Companies {Management and Administration} Rules 2014 on theresolutions referred to in this report.

I submit my report as under:

1. The E-voting period remained open from 9.00 A.M on Wednesday, the zs" of September2018 upto 5.00 P.M. on, the zs'' of September 2018. '

2. The Shareholder holding shares as on "Cut off" date, i.e. September 22, 2018 were entitledto vote on the proposed 5 {Five Resolution} as mentioned in notice of the so" Annual GeneralMeeting of "HINDUSTAN ADHESIVES LIMITED" {Item No. 1 to 5 of notice of so" Annual·General Meeting of HINDUSTAN ADHESIVESLIMITED}.

3. Accordingly, the electronic votes cast were taken in to account and at the end of this votingperiod, on zs" September, 2018 at 5:00 p.m., the CDSLportal was blocked for e-voting.

4. The votes were unblocked on Saturday, the 29th of September, 2018 at around 12:39 p.rn,in the presence of two witnesses viz. Mr. Amit Kumar residing at D-235A, 3rd Floor, Gali No.8,Laxmi Nagar, New Delhi-l10092 and Ms. Ruchi Singh residing at House No. 21, Hastsal Vihar,Uttam Nagar, New Delhi-l10059 who are not in employment of the Company.

They have signed below in confirmation of votes being unblocked in their presence.

A I \~~ ~ r !.(M.A.L-; .

(Amit Kumar)

'17 a:.......J.\-.~ .

(Ruchi Singh)

5. Thereafter the details containing, inter-alia, list of Equity Shareholder, who have voted"for" and "against" were down loaded from E-voting Website of Central Depository services(India) Limited( http://www.evotingindia.com/}

6. The result of the E-voting is as under:

RESOLUTION 1:

To consider and adopt the Audited Financial Statements and Report of Board of Directors and'Auditors thereon for the year ended si" March, 2018.

(i) Voted in favour of the resolution

Number of ' Members voted Number of Votes cast in % of total number of validthrough Electronic voting favour of the resolution votes castSystem

17 3503865 100

(ii) Voted against the Resolution

Number of Members voted Number of Votes cast against % of total number of validthrough Electronic voting the resolution votes castSystem

NIL NIL NIL

(iii) Invalid Votes

Total number of members whose votes were Total number of votes cast by themdeclared invalid

NIL NIL

]

RESOLUTION 2:Appointment of a Director in place of Mr. Lalit Kumar Bagla (DIN 01596548), who retires byrotation and being eligible, offers himself for re-appointment.


Number of Members voted Number of Votes cast in % of total number of validthrough Electronic voting favour of the resolution votes castSystem

17 3503865 100



. NIL NIL NIL

(iii) Invalid Votes


NIL NIL

RESOLUTION 3:

Appointment of M/s. Rajan Goel & Associates, Chartered Accountants, as Statutory Auditor tofill casual vacancy until conclusion of Thirtieth AGM.



17 3503865 100



NIL NIL NIL

(iii) Invalid Votes

NIL NIL


RESOLUTION 4:

Appointment of M/s. Rajan Goel & Associates, Chartered Accountants, as statutory Auditor.for a term offive years.

(i) Voted in favour ofthe resolution


17 3503865 100



NIL NIL NIL

(iii) Invalid Votes


NIL NIL

RESOLUTION 5:

Appointment of Mr. Sudeep Pande as Non Executive Independent Director for a term of fiveyears



17 3503865 100



NIL NIL NIL

--------


NIL NIL

The Register, all other papers and relevant records relating to electronic voting shall remain inmy safe custody until the Chairman considers, approves and sign the Minutes of the aforesaidAnnual General Meeting and the same shall be handed over to the Company for safe custody.

Thanking YouYours Faithfully

Mukesh u ar AgarwalMukesh Agarwal & Co.(Company Secretaries)FCS5991CP No. 3851

Place: New DelhiDate: 29.09.2018

Ref. No.


3029, Sant Nagar, Rani 8agh, Opp. M2K Pitampura, Delhi-110034Tel. No. : 011-42458279, 47060535 Email: [email protected]

Dated .

SCRUTINIZER'S REPORT ON POLL

[Pursuant to rule of Section 109 of the Companies Act. 2013 and Rule 21 (2) of the Companies. (Management and Administration) Rules 2014]

To,The Chairman of 30TH Annual General Meeting ofthe Members of"HINDUSTAN ADHESIVES LIMITED" held on zs" September, 2018 at 10:00 A.M.at Orchid Palace, Main Chattarpur Road, Asola Fatehpur Beri, New Delhi-110074

Dear Sir,

I, Mukesh Kumar Agarwal, Company Secretary in whole-time Practice, was appointed as aScrutinizer for the purpose of poll taken on below mentioned resolution{s) at so" AnnualGeneral Meeting of "HINDUSTAN ADHESIVES LIMITED" held on Saturday, zs" of September,2018 at 10.00 A.M. at Orchid Palace, Main Chattarpur Road, Asola Fatehpur Beri, New Delhi-110074 and I submit my report as under:

1. After the time fixed for closing of poll by the Chairman, ballot boxes kept for pollingwere locked in my presence with due identification mark placed by me.

2. The Locked ballot boxes were subsequently opened in my presence and poll paperswere diligently scrutinized. The poll papers were reconciled with records maintainedby the Registrar and Transfer Agents of the company and the authorized proxy lodgedwith Company.

3. The poll paper, which were incomplete or which were otherwise defective have beentreated as invalid and kept separately.

4. The Result of poll is as under:

RESOLUTION 1:

To receive, consider and adopt the Audited Financial Statements of the Company for thefinancial year ended 31st March, 2018 which comprise the Balance Sheet as at 31st March,2018, the Statement of Profit and Loss for the year ended together with the Reports' ofDirectors and Auditors thereon. '


Number of Members present and Number of Votes cast % of total number of validvoting (in person and proxy) in favour of resolution votes cast

72 255789 100(ii) Voted against the Resolution

Number of Members present and Number of Votes cast % of total number of validvoting (in person and proxy) against the resolution votes cast

NIL NIL NIL.

(iii) Invalid Votes

Total number of members whose (in person Total number of votes cast by themand proxy) votes were declared invalid

NIL NIL

RESOLUTION 2:

Appointment of a Director in place of Mr. Lalit Kumar Bagla (DIN 01596548), who retires byrotation and being eligible, offers himself for re-appointment.



72 255789 100



NIL NIL NIL

(iii). Invalid Votes

Total number of members whose (in person Total number of votes cast by themand proxy) votes were declared invalid .

NIL NIL

RESOLUTION 3:

Appointment of M/s. Rajan Goel & Associates, Chartered Accountants, as Statutory Auditor to.fill casual vacancy until conclusion of Thirtieth AGM.



72 255789 100



NIL NIL NIL

(iii) Invalid Votes

Total number of members whose (in person Total number of votes cast by them·and proxy) votes were declared invalid

NIL NIL

RESOLUTION 4:

Appointment of M/s. Rajan Goel & Associates, Chartered Accountants, as statutory Auditor for.a term of five years.



72 255789 100



NIL NIL NIL

(iii) Invalid Votes

NIL NIL

Total number of members whose (in personand proxy) votes were declared invalid

Total number of votes cast by them

RESOLUTION5:

Appointment of Mr. Sudeep Pande as Non Executive Independent Director for a term of fiveyears


·Number of Members present and Number of Votes cast % of total number of validvoting (in person and proxy) in favour of resolution votes cast

72 255789 100



NIL NIL NIL

(iii) Invalid Votes

Total number of members whose (in person Total number of votes cast by themand proxy) votes were declared invalid

NIL NIL



Ref. No.


3029, Sant Nagar, Rani Bagh, Opp. M2K Pitampura, Delhi-110034Tel. No. : 011-42458279,47060535 Email: [email protected]

Dated _ : .

COMBINED RESULT OF SCRUNTIZER ON E-VOTING AND POLL

To,The Chairman of 30TH Annual General Meeting ofthe Members of"HINDUSTAN ADHESIVES LlMITED" held on zs" September, 2018 at 10:00 A.M.at Orchid Palace, Main Chattarpur Road, Asola Fatehpur Beri, New Delhi-110074

I, Mukesh Kumar Agarwal, Company Secretary in Whole-time Practice was appointed as Scrutinizerto scrutinize the e- voting and poll process under the provisions of Section 108 & 109 of theCompanies Act, 2013 read with Rule 20 (3) (xi) and Rule 21(2) of the Companies (Management and.Administration) Rules, 2014 at the so" Annual General Meeting (AGM) of 11 HINDUSTANADHESIVES LIMITED 11 held on Saturday, 29th of September, 2018 at 10:00 A.M. at Orchid Palace,Main Chattarpur Road, Asola Fatehpur Beri, New Delhi-110074.

I, as scrutinizer have separately issued Scrutinizer's Report dated zs" September, 2018 onelectronic voting and Scrutinizer Report dated zs" September, 2018 on voting by shareholder ofthe company through poll at AGM held Orchid Palace, Main Chattarpur Road, Asola Fatehpur Beri,New Delhi-110074 on 29th September, 2018.

1 am requested by the management to submit a combined report on the voting by the shareholderthrough electronic voting (e-voting) and through the conducted at AGM. Accordingly, I amsubmitting herewith a combined report on result in respect of each resolution.

RESOLUTION 1: ORDINARY RESOLUTIONTo receive, consider and adopt the Audited Financial Statements of the Company for the financial'year ended 31st March, 2018 which comprises of the Balance Sheet as at 31st March, 2018 theStatement of Profit and Loss for the year ended together with the Reports of Directors andAuditors thereon.

Promoter No. of No of % of votes No of No. % of votes % of votes/ public share votes polled on Votes- votes in favour on against on

held (1) polled outstanding in of votes polled votes polled(2) shares(3)=[( favour Against (6)=[(4)/(2)] (7)=[(5)/(2))

2)/(1)]*100 (4) (5) *100 *100

Promoterand

3503495 3503495 100 3503495 100- -Promoter

groupPublic 1612805 256159 15.88 256159 - 100 -Total 5116300 3759654 73.48 3759654 - ~ ~ 100 -

(~~::'i'~ ~~,,"~51~S!:~

RESOLUTION 2: ORDINARY RESOLUTIONAppointment of a Director in place of Mr. Lalit Kumar Bagla (DIN 01596548), who retires byrotation and being eligible, offers himself for re-appointment.



2)/(1)]*100 (4) (5) *100 *100

Promoterand

100- -Promoter 3503495 3503495 100 3503495

groupPublic 1612805 256159· 15.88 256159 - 100 -Total 5116300 3759654 73.48 3759654 - 100 -

RESOLUTION 3: ORDINARY RESOLUTION

Appointment of M/s. Rajan Goel & Associates, Chartered Accountants, as Statutory Auditor to fillcasual vacancy until conclusion of Thirtieth AGM.

Promoter No. of No of % of votes No of No. % of votes % of votes/ public . share votes polled on Votes- votes in favour on against on


2)/(1)]*100 (4) (5) *100 *100

Promoterand

3503495 3503495 100 3503495 100- -Promoter

groupPublic 1612805 256159 15.88 256159 - 100 -Total 5116300 3759654 73.48 3759654 - 100 -

RESOLUTION 4: ORDINARY RESOLUTION

Appointment of M/s. Rajan Goel & Associates, Chartered Accountants, as statutory Auditor fora term of five years.

Promoter· No. of No of % of votes No of No. % of votes % of votes/ public share votes polled on Votes- votes in favour on against on


2)/(1)]*100 (4) (5) *100 *100

Promoterand

3503495 3503495 100 3503495 100- -Promoter

groupPublic 1612805 256159 15.88 256159 - 100 -Total 5116300 3759654 73.48 3759654 - 100 -

RESOLUTION 5: .

Appointment of Mr. Sudeep Pande as Non Executive Independent Director for a term offive years



2)/(1)]*100 (4) (5) *100 *100

Promoterand

3503495 3503495 100 3503495 100- -PromotergroupPublic 1612805 256159 15.88 256159 - 100 -Total 5116300 3759654 73.48 3759654 - 100 -


Muke umar AgarwalMukesh Agarwal & Co.(Company Secretaries)FCS5991CP No. 3851


Documents

HINDUSTAN ADHESIVES LIMITED - Bagla Group · 2019. 3. 30. · 4. The votes were unblocked on Saturday, the 29th of September, 2018 at around 12:39 p.rn, in the presence of two witnesses