Arun Gupta & Associates - Business Standard

12
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]

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)

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DP ID / Client ID

Signature

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Arun pta

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Company Secretary

Membership No. 21227

C.P. No. 8003

Place: GumgramDate: 19/09/2019