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Arun Gupta & Associates - Business Standard
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A PROFEs‘SIONAl TEAM Arun Gupta & Associates Company Secretaries Consolidated Scrutinizer’s Report [Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended and Regulation 44 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 as amended] To, The Chairman 25th Annual General Meeting of the Equity Shareholders of HB Estate Developers Limited Held on Thursday, 19th September, 2019 at 11:00 AM. At GlA House, l.D.C., Mehrauli Road, Opp. Sector 14, Gurugram ~122001, Haryana Dear Sir, I, Arun Kumar Gupta, Proprietor of M/s Arun Gupta & Associates, Practicing Company Secretary, had been appointed as the Scrutinizer by the Board of Directors of HB Estate Developers Limited pursuant to Section 108 of the Companies Act, 2013 (”the Act”) read with Rule 20 & 21 of the Companies (Management and Administration) Rules, 2014 as amended and Regulation 44 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 to scrutinize the Remote e—voting process and physical poll process at the 25th Annual General Meeting (AGM) held on Thursday, 19th day of September, 2019 at 11.00 AM. at GlA House, l.D.C., Mehrauli Road, Opp. Sector 14, Gurugram—122001, Haryana submit my report as under: 1) The management of the Company is responsible to ensure the compliance with the requirements of the Companies Act, 2013 and related Rules in respect of voting through electronic means i.e. Remote e—voting and Poll on the Resolutions contained in the Notice to the 25th Annual General Meeting of the Company. As Scrutinizer for Remote e-voting process and for Poll conducted at the AGM, my responsibility is to provide the Scrutinizer’s report in respect of Votes Cast in ”favor" or ”against” the resolutions stated in the notice, based on the votes casted through ballot papers at the meeting and reports generated from the e— voting system provided by Karvy Fintech Private Limited (”Karvy”) (formerly known as Karvy Computershare Private Limited). Page 1 l Office: 59, Ground Floor, Street No. 3, Madam Park, East Punjabi Bagh, New Delhi 110026 Contact: +91'9818845037, +91—9650001537, +91—11—28316719 Ewmafl: [email protected], [email protected]
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Transcript of Arun Gupta & Associates - Business Standard
A PROFEs‘SIONAl TEAM
Arun Gupta & Associates
Company Secretaries
Consolidated Scrutinizer’s Report
[Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20
of the Companies (Management and Administration) Rules, 2014 as amended and
Regulation 44 of the SEBI (Listing Obligation and Disclosure Requirement)
Regulations, 2015 as amended]
To,
The Chairman
25th Annual General Meeting of the
Equity Shareholders of HB Estate Developers Limited
Held on Thursday, 19th September, 2019 at 11:00 AM.
At GlA House, l.D.C., Mehrauli Road, Opp. Sector 14,
Gurugram ~122001, Haryana
Dear Sir,
I, Arun Kumar Gupta, Proprietor of M/s Arun Gupta & Associates, Practicing Company
Secretary, had been appointed as the Scrutinizer by the Board of Directors of HB Estate
Developers Limited pursuant to Section 108 of the Companies Act, 2013 (”the Act”)
read with Rule 20 & 21 of the Companies (Management and Administration) Rules, 2014
as amended and Regulation 44 of the SEBI (Listing Obligation and Disclosure
Requirement) Regulations, 2015 to scrutinize the Remote e—voting process and physical
poll process at the 25th Annual General Meeting (AGM) held on Thursday, 19th day of
September, 2019 at 11.00 AM. at GlA House, l.D.C., Mehrauli Road, Opp. Sector 14,
Gurugram—122001, Haryana submit my report as under:
1) The management of the Company is responsible to ensure the compliance with
the requirements of the Companies Act, 2013 and related Rules in respect of
voting through electronic means i.e. Remote e—voting and Poll on the Resolutions
contained in the Notice to the 25th Annual General Meeting of the Company.
As Scrutinizer for Remote e-voting process and for Poll conducted at the AGM,
my responsibility is to provide the Scrutinizer’s report in respect of Votes Cast in
”favor" or ”against” the resolutions stated in the notice, based on the votes
casted through ballot papers at the meeting and reports generated from the e—
voting system provided by Karvy Fintech Private Limited (”Karvy”) (formerlyknown as Karvy Computershare Private Limited).
Page 1 l
Office: 59, Ground Floor, Street No. 3, Madam Park, East Punjabi Bagh, New Delhi ~ 110026
Contact: +91'9818845037, +91—9650001537, +91—11—28316719
Ewmafl: [email protected], [email protected]
A PROFESSIONAL TEAM
Arun Gupta & Associates
Company Secretaries
3) The Shareholders of the Company holding shares as on the ”cut-off” date i.e.
Thursday, 12th September, 2019 were entitled to vote on the resolutions as
contained in the notice of the Annual General Meeting.
4) The Remote e-voting commenced from Monday, 16th September, 2019 at 09:00
AM. and ended on Wednesday, 18th September, 2019 at 05:00 P.M. and the
e—voting was blocked thereafter by Karvy.
5)
A PROfESS'IONAl TEAM
Arun Gupta & Associates
Company Secretaries
ITEM NO. 1: ORDINARY RESOLUTION
ADOPTION OF AUDITED FINANCIAL STATEMENTS INCLUDING CONSOLIDATED
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2019
TOGETHER WITH THE REPORTS OF THE DIRECTORS' AND AUDITORS' THEREON.
(i) Voted in favor of the resolution:
Particulars Number of Number of Votes % of total number
members voted cast by them of valid votes cast
Remote e-voting 25 13137422 100.00
Poll 80 11170 99.70
Total 105 13148592 100.00
(ii) Voted against the resolution:
Particulars Number of Number of Votes % of total number
members voted cast by them of valid votes cast
Remote e-voting 0 0 0.00
Poll 1 34 0.30
Total 1 34 0.00
(iii) Invalid Votes/ Abstain from Voting:
Particulars Number of members whose
votes were declared invalid them
Number of votes cast by
Remote e—voting O 0
Poll 3 148
Total 3 148
ased on the aforesaid results, we report that the Ordinary Resolution as contained
‘
n Item No. 1 of the Notice of the AGM has been passed with requisite majority.
Page [ 3
Office: 59, Ground Floor, Street No. 3, Madan Park, East Punjabi Bagh, New Delhi ~ 110026
Contact: +91-9818845037, +91—9650001537, +91—11—28316719
E—mail: [email protected], [email protected]
A PROFESS/ONAI TEAM
Arun Gupta & Associates
Company Secretaries
ITEM NO. 2: ORDINARY RESOLUTION
APPOINTMENT OF MR. ANIL GOYAL (DIN: 00001938), WHO RETIRES BY ROTATION
AND BEING ELIGIBLE OFFERS HIMSELF FOR RE-APPOINTMENT.
(i) Voted in favor of the resolution:
Particulars Number of Number of Votes % of total number
members voted cast by them of valid votes cast
Remote e-voting 25 13137422 100.00
Poll 80 11170 99.70
Total 105 13148592 100.00
(ii) Voted against the resolution:
Particulars Number of Number of Votes % of total number
members voted cast by them of valid votes cast
Remote e—voting 0 O 0.00
Poll 1 34 0.30
Total 1 34 0.00
(iii) Invalid Votes/ Abstain from Voting:
Particulars Number of members whose Number of votes cast by
\
votes were declared invalid them
Remote e—voting O 0
Poll 3 148
Total 3 148
Page I 4
Office: 59, Ground Floor, Street No. 3, Madan Park, East Punjabi Bagh, New Delhi — 110026
Contact: +91-9818845037, +91—9650001537, +91~11~28316719
E—rnail: [email protected], [email protected]
ITEM NO 3: ORDINARY RESOLUTION
Company Secretaries
A PROFESSIONAL TEAM
Arun Gupta & Associates
CONTINUATION OF THE APPOINTMENT OF lG.C. AGARWAL & ASSOCIATES'
CHARTERED ACCOUNTANTS
COMPANY.
(i) Voted in favor of the resolution:
(FRN 017851N), STATUTORY AUDITORS OF THE
Particulars Number of Number of Votes % of total number
members voted cast by them of valid votes cast
Remote e—voting 25 13137422 100.00
Poll 79 11135 99.38
Total 104 13148557 100.00
(ii)Voted against the resolution:
Particulars Number of Number of Votes % of total number
members voted cast by them of valid votes cast
Remote e-voting 0 0 000
Poll 2 69 0.62
Total 2 69 0.00
(iii) Invalid Votes/ Abstain from Voting:
Particulars Number of members whose Number of votes cast byvotes were declared invalid them
Remote e-voting 0 0
Poll 3 148
Total 3 148
Based on the aforesaid results, we report that the Ordinary Resolution as contained
in Item No.3 ofthe Notice of the AGM has been passed with requisite majority.
Page l 5
Office: 59, Ground Floor, Street No. 3, Madan Park, East Punjabi Bagh, New Delhi — 110026
Contact: +91~9818845037, +91—9650001537, +91—11—28316719
E—mafl: [email protected], [email protected]
A PROIES‘SIOIVAI TEAM
Arun Gupta & Associates
Company Secretaries
ITEM NO 4: SPECIAL RESOLUTION
APPOINTMENT OF MR. YASH KUMAR SEHGAL (DIN: 03641168) TO FILL THE CASUAL
VACANCY.
The Company has to withdraw the aforesaid Item No. 4 of the Notice of AGM
consequent upon resignation of Mr. Yash Kumar Sehga/ from the Board of Directors
of the Company with effect from 29th July, 2019. Hence the facility for voting through
physical Ballot Papers at the AGIVI and voting by electronic means (Remote e-voting)in respect of Item no. 4 of the Notice of AGIVI was not made available to the
Shareholders.
Addendum to the AGM Notice dated 27th May, 2019 was duly published by the
Company on 27th August, 2019 in Business standard (Both Hindi and English) and
necessary intimation was also given to the Stock Exchange in this regard.
'
New Delhi
CR 8303
ACS 2am
Page | 6
Office: 59, Ground Floor, Street No. 3, Madam Park, East Punjabi Bagh, New Delhi ~ 110026
Contact: +91~9818845037, +91e9650001537, +91711—28316719
E—mafl: [email protected], [email protected]
A PROFESSION/31 TEAM
Arun Gupta & Associates
Company Secretaries
ITEM NO 5: SPECIAL RESOLUTION
APPOINTMENT OF MRS. BANMALA JHA AS A MANAGER OF THE COMPANY.
(i) Voted in favor of the resolution:
Particulars Number of Number of Votes % of total number
members voted cast by them of valid votes cast
Remote e—voting 25 13137422 100.00
Poll 80 11170 99.70
Total 105 13148592 100.00
(ii)Voted against the resolution:
Particulars Number of Number of Votes % of total number
members voted cast by them of valid votes cast
Remote e—voting 0 0 0.00
Poll 1 34 0.30
Total 1 34 0.00
(iii) Invalid Votes/ Abstain from Voting:
Particulars Number of members whose Number of votes cast byvotes were declared invalid them
Remote e-voting 0 0
Poll 3 148
Total 3 148
Stew Gem:
0?. 8093g
ACS 2122!
Page l 7
Office: 59, Ground Floor, Street No. 3, Madam Park, East Punjabi Bagh, New Delhi — 110026
Contact: 1919818845037, +91—9650001537, +91—11—28316719
E—mail: [email protected], [email protected]
ITEM NO 6: SPECIAL RESOLUTION
Company Secretaries
A PROFESS/ONAl TEAM
Arun Gupta & Associates
RE-APPOINTMENT OF MRS. ASHA MEHRA (DIN: 02658967) AS AN INDEPENDENT
DIRECTOR OF THE COMPANY.
(i) Voted in favor of the resolution:
Particulars Number of Number of Votes % of total number
members voted cast by them of valid votes cast
Remote e-voting 23 13137352 100.00
Poll 80 11170 99.70
Total 103 13148522 100.00
(ii)Voted against the resolution:
Particulars Number of Number of Votes % of total number
members voted cast by them of valid votes cast
Remote e-voting 2 70 0.00
Poll 1 34 0.30
Total 3 104 0.00
(iii) Invalid Votes/ Abstain from Voting:
Particulars Number of members whose Number of votes cast byvotes were declared invalid them
Remote e—voting O 0
Poll 3 148
Total 3 148
Page 1 8
Office: 59, Ground Floor, Street No. 3, Madam Park, East Punjabi Bagh, New Delhi - 110026
Contact: +91—9818845037, 919650001537, +91—11—28316719
E-mafl: [email protected], [email protected]
ITEM NO 7: SPECIAL RESOLUTION
Company Secretaries
A PROFESSION/11 TEAM
Arun Gupta & Associates
RE-APPOINTMENT OF IVIR. RAJESH JAIN (DIN: 00031590» AS AN INDEPENDENT
DIRECTOR OF THE COMPANY.
(i) Voted in favor of the resolution:
Particulars Number of Number of Votes % of total number
members voted cast by them of valid votes cast
Remote e-voting 23 13137352 100.00
Poll 80 11170 99.70
Total 103 13148522 100.00
(ii)Voted against the resolution:
Particulars Number of Number of Votes % of total number
members voted cast by them of valid votes cast
Remote e—voting 2 70 0.00
Poll 1 34 0.30
Total 3 104 0.00
(iii) Invalid Votes/ Abstain from Voting:
Particulars Number of members whose Number of votes cast byvotes were declared invalid them
Remote e-voting O 0
Poll 3 148
ӣ5(\\ Total 3 148
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z! w ~55 Based on the aforesaid results, we report that the Special Resolution as contained in
Item No. 7 of the Notice of the AGM has been passed with requisite majority.
Page I 9
Office: 59, Ground Floor, Street No. 3, Madam Park, East Punjabi Bagh, New Delhi — 110026
Contact: 919818845037, +91-9650001537, +91—11—28316719
E—mail: [email protected], [email protected]
A PROFESSIONAL TfAM
Arun Gupta & Associates
Company Secretaries
ITEM NO 8: Special Resolution
CONTINUATION OF DIRECTORSHIP OF MR. JAG MOHAN LAL SURI (DIN: 00002373)
NON—EXECUTIVE DIRECTOR OF THE COMPANY.
(i) Voted in favor of the resolution:
Particulars Number of Number of Votes % of total number
members voted cast by them of valid votes cast
Remote e—voting 23 13137352 100.00
Poll 79 10461 99.68
Total 102 13147813 100.00
(ii)Voted against the resolution:
Particulars Number of Number of Votes % of total number
members voted cast by them of valid votes cast
Remote e-voting 2 70 0.00
Poll 1 34 0.32
Total 3 104 0.00
(iii) Invalid Votes/ Abstain from Voting:
Particulars Number of members whose Number of votes cast byvotes were declared invalid them
Remote e—voting 0 0
Poll 4 857
Total 4 857
Based on the aforesaid results, we report that the Special Resolution as contained in
Item No. 8 of the Notice of the AGM has been passed with requisite majority.
Page[ 1C
Office: 59, Ground Floor, Street No. 3, Madan Park, East Punjabi Bagh, New Delhi — 110026
Contact: +91—9818845037, +91~9650001537, +91 -1 1 -28316719
Email: [email protected], [email protected]
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Details of witnesses to the process of Polling conducted at the 25‘h Annual General
Meeting of HB Estate Developers Limited held on Thursday, 19th September, 2019 at
11.00 A.M. at GIA House, I.D.C Mehrauli Road, Opp. Sector —14, Gurugram — 122001
(Havana)
Name 8: Address Folio No. /
DP ID / Client ID
Signature
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New and ~ 41R C 00W
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For Gupta & Associates
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Arun pta
(Scrutinizer)
Company Secretary
Membership No. 21227
C.P. No. 8003
Place: GumgramDate: 19/09/2019
