MANOJ MAHESHWARI COMPANY SECRETARY

Transcription

1 Scrutizer s Report To, Managg Director Au Fanciers (India) Limited 19-A, Dhuleshwar Garden Jaipur Dear Sir, Sub: Scrutizer s Report Passg of Resoluti through Postal Ballot Pursuant to the resoluti passed by the Board of Directors of Au FINANCIERS (INDIA) LIMITED (hereafter referred to as Company ) Tuesday, December 2, 216, I had been appoted as the scrutizer to receive, process scrutize the postal ballot papers alg with e- respect of the Resolutis as circulated the Postal Ballot Notice dated December 2, 216 fair transparent manner ascertag the requisite majority respect of the Resolutis ctaed the Postal Ballot Notice. To enable wider participati of equity shareholders, pursuant to the provisis of Secti 18 of the Companies Act, 213 the rules framed thereunder vide The Companies (Management Admistrati) Rules, 214 cludg The Companies (Management Admistrati) Amendment Rules, 215, dated March 19, 215, the company has provided the facility of remote e-votg to the shareholders. The Company accordgly made arrangements with the system provider Natial Securities Depository Limited (here after referred to as NSDL ), Depository for providg a system of recordg of the shareholders electrically through remote e-votg. The company has also accordgly made arrangements through its Registrar Transfer Agent, M/s Lk Intime India Pvt. Ltd. (here after referred to as RTA ) to set up the e-votg facility the NSDL e-votg Website The Company through RTA has also uploaded the resolutis which e-votg is required for generatg E-Votg Event Number (EVEN) by the system provider. All necessary formalities compliance with the requirements specified by NSDL, the system provider has been de by the company through its RTA. Necessary structis this regard to be followed by the shareholders had also been duly mentied the Notice of Postal Ballot E-votg dated December 2, 216 sent to all the shareholders by electric means via e- mail or before December 23, 216. The shareholders of the Company as the cut-off date i.e. Friday, December 16, 216 were entitled to vote the resolutis ctaed the Postal Ballot Notice. As stated the Postal Ballot Notice, the Company fixed 5: p.m. Sunday, January 22, as the last date for receipt of Postal Ballot Forms remote e-votg. 1

2 The approved notice of Postal Ballot E-votg ctas the followg resolutis: BUSINESS ITEMS TRANSACTED AT THE AGM 1) Special Resoluti Initial Public Offer by Au Fanciers (India) Limited 2) Special Resoluti Approval for adopti of New Set of Articles of Associati of the Company 3) Special Resoluti Approval for amendment of Clause I of the Memorum of Associati of the Company TYPE AND DESCRIPTION OF RESOLUTIONS Special Resoluti pursuant to Secti 28 other applicable provisis, if any, of the Companies Act 213, to offer allot / transfer the equity of the company of face value Rs. 1/- each out of the issued paid-up share capital of the company by way of offer for sale by certa of its existg equity shareholders of the company. Special Resoluti under Secti 5 other applicable provisis, if any, of the Companies Act 213 Companies (Incorporati) Rules, 214, to adopt new set of Articles of Associati of the Company to the entire exclusi of the existg set of Articles of Associati of the Company. Special Resoluti under Secti 13 of the Companies Act 213, to alter Clause I of the Memorum of Associati of the Company, relatg to the name clause. 4) Special Resoluti Approval for amendment of Clause III of the Memorum of Associati of the Company Special Resoluti under Secti 13 other applicable provisis, if any, of the Companies Act 213, to alter Clause III of the Memorum of Associati relatg to the objects of the company. 5) Special Resoluti Approval for crease aggregate vestment limit of foreign portfolio vestors Special Resoluti under applicable provisis of the Companies Act, 213, Foreign Exchange Management Act, 1999, Foreign Exchange Management Regulatis, 2 to crease the aggregate vestment limit total holdgs of eligible portfolio vestors from 25% to 49 the issued paid-up equity capital of the Company. 6) Special Resoluti Approval for amendment Employee Stock Opti Plan 215- PLAN A & PLAN B Special Resoluti under secti 62 read with other applicable provisis, if any, of the Companies Act, 213 the Companies (Share Capital Debentures) Rules, 214, SEBI Regulatis, to amend the Employee Stock Opti Scheme, 215, PLAN A & PLAN B ( ESOP 215 ). 2

3 7) Special Resoluti Approval for amendment Employee Stock Opti Plan 216 Special Resoluti under secti 62 read with other applicable provisis, if any, of the Companies Act, 213, Companies (Share Capital debentures) Rules, 214, SEBI Regulatis to amend the Employee Stock Opti Scheme, 216 ( ESOP 216 ). 8) Special Resoluti Approval for use of trust route for implementati of Employee Stock Opti Plan 215 secdary acquisiti of the company by the trust. Special Resoluti under secti 62 read with other applicable provisis if any, of Companies Act, 213 to acquire, hold, deal such number of Equity of the Company acquired from Secdary Market through Au Fanciers Employee Welfare Trust with Equity of face value 1/- each. 9) Special Resoluti Approval for use of trust route for implementati of Employee Stock Opti Plan 216 secdary acquisiti of the company by the trust. Special Resoluti under secti 62 read with other applicable provisis of Companies Act, 213 to acquire, hold, deal such number of Equity of the Company acquired from Secdary Market through Au Fanciers Employee Welfare Trust with Equity of face value 1/- each. 3

4 Further to the above, I submit my report as under:- 1) That the Postal Ballot Notice dated December 2, 216, under secti 11 of the Companies Act, 213 was dispatched to all shareholders i.e. 228 (Two Hundred Twenty Eight) as cut-off date by means of or before December 23, ) As stated Rule 22 of The Companies (Management Admistrati) Rules, 214 (as amended), an advertisement was published by the company December 24, 216 The Fancial Express, English newspaper English language Punjab Kesari vernacular language newspaper vernacular language, formg about the completi of the dispatch of the Postal Ballot e-votg Notice, by means of to the shareholders alg with other related matters mentied there. 3) The remote e-votg period commenced from Saturday, December 24, 216 at 9: a.m. ccluded Sunday, January 22, at 5. p.m. The data was scrutized by me for verificati of cast the resoluti. I have downloaded the data of remote E-votg after the E-votg module was disabled by NSDL e-votg platform January 22, at 5. p.m. 4) I have received nil Postal Ballot Forms from the shareholders durg the period startg from Saturday, December 24, 216 at 9: a.m. ended Sunday, January 22, at 5. p.m. 5) The total number of fully paid up of the company as Friday, December 16, 216 were 27,43,5,96. As cut-off date, out of 228 (Two Hundred Twenty Eight) shareholders, 25 (Twenty Five) shareholders have exercised their through remote e-votg nil shareholder has exercised their vote through Postal Ballot. The details of results for the items placed for csiderati by the members are given below: 4

5 Item No 1: Special Resoluti for Initial Public Offer by Au Fanciers (India) Limited. 2)/ 4)/ (7)=[ /]*1 r 8,58,73,926 8,58,73, ,58,73,926 1 r Public 4,57,57,86 3,7,32, ,7,32,63 1 stituti 14,27,19,894 11,84,98, ,84,98,698 1 Total 27,43,5,96 24,14,5, ,14,5, Percentage of cast : 1 Percentage of cast :. Sce, the number of cast of the resoluti is 1%; I report that the Special Resoluti set out at item no. 1 the notice of postal ballot dated December 2, 216 has been passed by the shareholders with the requisite majority. The resoluti is deemed to be passed as the last date of receipt of postal ballot form remote e-votg i.e. January 22,. 5

6 Item No 2: Special Resoluti for Approval for adopti of New Set of Articles of Associati of the Company 2)/ 4)/ (7)=[ /]*1 r 8,58,73,926 8,58,73, ,58,73,926 1 r Public 4,57,57,86 3,7,32, ,7,32,63 1 stituti 14,27,19,894 11,84,98, ,84,98,698 1 Total 27,43,5,96 24,14,5, ,14,5, Percentage of cast : 1 Percentage of cast :. Sce, the number of cast of the resoluti is 1%; I report that the Special Resoluti set out at item no. 2 the notice of postal ballot dated December 2, 216 has been passed by the shareholders with the requisite majority. The resoluti is deemed to be passed as the last date of receipt of postal ballot form remote e-votg i.e. January 22,. 6

7 Item No 3: Special Resoluti for Approval for amendment of Clause I of the Memorum of Associati of the Company 2)/ 4)/ (7)=[ /]*1 r 8,58,73,926 8,58,73, ,58,73,926 1 r Public 4,57,57,86 3,7,32, ,7,32,63 1 stituti 14,27,19,894 11,84,98, ,84,98,698 1 Total 27,43,5,96 24,14,5, ,14,5, Percentage of cast : 1 Percentage of cast :. Sce, the number of cast of the resoluti is 1%; I report that the Special Resoluti set out at item no. 3 the notice of postal ballot dated December 2, 216 has been passed by the shareholders with the requisite majority. The resoluti is deemed to be passed as the last date of receipt of postal ballot form remote e-votg i.e. January 22,. 7

8 Item No 4: Special Resoluti for Approval amendment of Clause III of the Memorum of Associati of the Company 2)/ 4)/ (7)=[ /]*1 r 8,58,73,926 8,58,73, ,58,73,926 1 r Public 4,57,57,86 3,7,32, ,7,32,63 1 stituti 14,27,19,894 11,84,98, ,84,98,698 1 Total 27,43,5,96 24,14,5, ,14,5, Percentage of cast : 1 Percentage of cast :. Sce, the number of cast of the resoluti is 1%; I report that the Special Resoluti set out at item no. 4 the notice of postal ballot dated December 2, 216 has been passed by the shareholders with the requisite majority. The resoluti is deemed to be passed as the last date of receipt of postal ballot form remote e-votg i.e. January 22,. 8

9 Item No 5: Special Resoluti for Approval for crease aggregate vestment limit of foreign portfolio vestors 2)/ 4)/ (7)=[ /]*1 r 8,58,73,926 8,58,73, ,58,73,926 1 r Public 4,57,57,86 3,7,32, ,7,32,63 1 stituti 14,27,19,894 11,84,98, ,84,98,698 1 Total 27,43,5,96 24,14,5, ,14,5, Percentage of cast : 1 Percentage of cast :. Sce, the number of cast of the resoluti is 1%; I report that the Special Resoluti set out at item no. 5 the notice of postal ballot dated December 2, 216 has been passed by the shareholders with the requisite majority. The resoluti is deemed to be passed as the last date of receipt of postal ballot form remote e-votg i.e. January 22,. 9

10 Item No 6: Special Resoluti for Approval for amendment Employee Stock Opti Plan 215- Plan A & Plan B Total cast through remote e-votg A 24 23,32,85,484 Gr Total of remote e-votg/postal Ballot Form (A+B) C 24 23,32,85,484 Net remote e-votg/postal Ballot Forms (C-D) E 24 23,32,85,484 2)/ 4)/ (7)=[ /]*1 r 8,58,73,926 7,77,54, ,77,54,156 1 r Public 4,57,57,86 3,7,32, ,7,32,63 1 stituti 14,27,19,894 11,84,98, ,84,98,698 1 Total 27,43,5,96 23,32,85, ,32,85, Percentage of cast : 1 Percentage of cast :. Sce, the number of cast of the resoluti is 1%; I report that the Special Resoluti set out at item no. 6 the notice of postal ballot dated December 2, 216 has been passed by the shareholders with the requisite majority. The resoluti is deemed to be passed as the last date of receipt of postal ballot form remote e-votg i.e. January 22,. 1

11 Item No 7: Special Resoluti for Approval for amendment Employee Stock Opti Plan 216 2)/ 4)/ (7)=[ /]*1 r 8,58,73,926 8,58,73, ,58,73,926 1 r Public 4,57,57,86 3,7,32, ,7,32,63 1 stituti 14,27,19,894 11,84,98, ,84,98,698 1 Total 27,43,5,96 24,14,5, ,14,5, Percentage of cast : 1 Percentage of cast :. Sce, the number of cast of the resoluti is 1%; I report that the Special Resoluti set out at item no. 7 the notice of postal ballot dated December 2, 216 has been passed by the shareholders with the requisite majority. The resoluti is deemed to be passed as the last date of receipt of postal ballot form remote e-votg i.e. January 22,. 11

12 Item No 8: Special Resoluti for Approval for use of trust route for implementati of Employee Stock Opti Plan 215 secdary acquisiti of the company by the trust. 2)/ 4)/ (7)=[ /]*1 r 8,58,73,926 8,58,73, ,58,73,926 1 r Public 4,57,57,86 3,7,32, ,7,32,63 1 stituti 14,27,19,894 11,84,98, ,84,98,698 1 Total 27,43,5,96 24,14,5, ,14,5, Percentage of cast : 1 Percentage of cast :. Sce, the number of cast of the resoluti is 1%; I report that the Special Resoluti set out at item no. 8 the notice of postal ballot dated December 2, 216 has been passed by the shareholders with the requisite majority. The resoluti is deemed to be passed as the last date of receipt of postal ballot form remote e-votg i.e. January 22,. 12

13 Item No 9: Special Resoluti for Approval for use of trust route for implementati of Employee Stock Opti Plan 216 secdary acquisiti of the company by the trust. 2)/ 4)/ (7)=[ /]*1 r 8,58,73,926 8,58,73, ,58,73,926 1 r Public 4,57,57,86 3,7,32, ,7,32,63 1 stituti 14,27,19,894 11,84,98, ,84,98,698 1 Total 27,43,5,96 24,14,5, ,14,5, Percentage of cast : 1 Percentage of cast :. Sce, the number of cast of the resoluti is 1%; I report that the Special Resoluti set out at item no. 9 the notice of postal ballot dated December 2, 216 has been passed by the shareholders with the requisite majority. The resoluti is deemed to be passed as the last date of receipt of postal ballot form remote e-votg i.e. January 22,. 13

14 I further report that as per the Postal Ballot Notice dated December 2, 216 the Board Resoluti dated December 2, 216, the Managg Director / Company Secretary may declare cfirm the above results of votg by postal ballot respect of the resolutis referred there. The results of Postal Ballot together with the Scrutizer s Report would be displayed the Company s website the website of NSDL with 2 days of passg of the resolutis shall also be communicated to the Stock Exchange(s). The register of postal ballot received till the close of the workg hours of the last date of receipt of ballots givg the serial no., ballot no., client id/folio no., name address of the shareholders, total holdg the nomal value, cast for, cast, valid ballots, reass for validati mode of votg (postal ballot or e-votg both) respect of the Resolutis has been mataed. I further report that the Company has duly complied with Rule 22 of The Companies (Management Admistrati) Rules, 214 (as amended) regardg procedure to be followed for cductg busess through postal ballot. I further report that as per the said rules, the records mataed by me cludg the data as obtaed from NSDL, the system provider for the remote e-votg facility extended by them are my safe custody which will be hed over to the Managg Director of the Company after he approves signs the mutes. I thank you for the opportunity given to act as a Scrutizer for the above Postal Ballot. Yours Faithfully, FOR Au FINANCIERS (INDIA) LIMITED Sd/- Sd/- CS Manoj Maheshwari Sanjay Agarwal Scrutizer Managg Director FCS: 3355 DIN: 9526 C.P. No.: 1971 Date: 24 th January, Place: Jaipur 14