nilkamal limited · 2019. 7. 1. · nilkamal limited head office: nilkamal house, 77/88, road...

Nilkamal Limited Head Office: Nilkamal House, 77/88, Road No.13/14, M.I.D.C., Andheri (East), Mumbai- 400 093, INDIA. Tel.: (91-22) 4235 8888

Material Handling Division: Fax: (91-22) 28361923 411 E-mail: [email protected] Furniture Division: Fax: (91-22) 2835 3556 C~~ E-mail: [email protected]

@home Division: Fax: (91-22) 2837 27871 E-mail: [email protected] e Visit us at: www.nilkamal.com 1 Visit us at: www.at-home.co.in

DETAILS PURSUANT TO REGULATION 44 OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATION, 2015 ON THE VOTES CAST AT THE THIRTY THIRD ANNUAL GENERAL MEETING OF NILKAMAL LIMITED HELD ON JUNE 28,2019.

1) Date of the AGM: Friday, June 28, 2019.

2) Total number of shareholders on record date: 27,111

3) No. of shareholders present in the meeting either in person or through proxy :

Presence In person In proxy Total

Promoter and 8 0 8 promoter Group Public 39 0 39 Total 47 0 47

4) No. of shareholders attended the meeting through video conferencing:

N.A.

Reg d. Office & Works: Survey No. 354/2 & 35413, Near Rakholi Bridge, Silvassa-Khanvel Road, Vasona, Silvassa - 396230 (D & NH) 4D Tel. : (0260) 2699212/13/14 I 15 I 082/ 083 4D Fax : (0260) 2699023

CIN : l25209DN1985PlC000162

-------- ""'''"-h~ _.,,~\'>'·'C'~·-e·~ ·'·,~\''"O';e;\'-'"'c"•'"·'-'·' 0:oc''"'"~;:;::;:::-c":•\."_:,_:-: ....... : .. ·~.,~;::;;;:::;;:.:;:;;;;:;::;;;;::;.----·---- ~'"'·' --·~·:._'<~"•'"~~:--.. '"'"''""'~:::,:;;::::;;:::;::::::-- --------;;:::;::;;-------·-------------------

Resolution (1) Resolution required: (Ordinary I Special) Ordinary

Whether promoter/promoter group are interested in the agenda/resolution? No

Consideration and adoption of the Audited Financial Statements including Audited Description of resolution considered Consolidated Financial Statement for the year ended March 31, 2019, together with the

Reports of the Board of Directors and the Auditors thereon.

No. of shares No. of votes % of Votes polled

No. of votes- No. of votes -%of votes in

% of Votes against Category Mode of voting

held polled on outstanding

in favour against favour on votes

on votes polled shares polled

(1) (2) (3)=[(2)/(1)] *100 (4) (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100

Promoter E-Voting 9545746 100.0000 9545746 0 100.0000 0.0000 and Poll 9545746 0 0.0000 0 0 0 0 Promoter Postal Ballot (if applicable) 0 0.0000 0 0 0 0 Group Total 9545746 9545746 100.0000 9545746 0 100.0000 0.0000

E-Voting 1385323 55.9233 1385323 0 100.0000 0.0000

Public- Poll 2477183 0 0.0000 0 0 0 0 Institutions Postal Ballot (if applicable) 0 0.0000 0 0 0 0

Total 2477183 1385323 55.9233 1385323 0 100.0000 0.0000

E-Voting 464273 16.0116 464273 0 100.0000 0.0000

Public- Non Poll 2899596 0 0.0000 0 0 ' 0 0 Institutions Postal Ballot (if applicable) 0 0.0000 0 0 0 0

Total 2899596 464273 16.0116 464273 0 100.0000 0.0000

Total Total 14922525 11395342 76.3634 11395342 0 100.0000 0.0000 Whether resolution is Pass or Not. Yes

¥.

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Description of resolution considered Declaration of dividend on equity shares of the Company for the year ended March 31, 2019.


No. of votes - No. of votes-%of votes in

%of Votes against Category Mode of voting




(1) (2) (3)=[(2)/(1)]*100 (4) (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100 Promoter E-Voting 9545746 100.0000 9545746 0 100.0000 0.0000

and Poll 9545746 0 0.0000 0 0 0 0 Promoter Postal Ballot (if applicable) 0 0.0000 0 0 0 0

Group Total 9545746 9545746 100.0000 9545746 0 100.0000 0.0000

E-Voting 2320142 93.6605 2320142 0 100.0000 0.0000

Public- Poll 2477183 0 0.0000 0 0 0 0 Institutions Postal Ballot (if applicable) 0 0.0000 0 0 0 0

Total 2477183 2320142 93.6605 2320142 0 100.0000 0.0000

E-Voting 464273 16.0116 464273 0 100.0000 0.0000 Public- Non Poll 2899596 0 0.0000 0 0 0 0 Institutions Postal Ballot (if applicable) 0 0.0000 0 0 0 0

Total 2899596 464273 16.0116 464273 0 100.0000 0.0000


- --·- ---•• ,.,.~>·0~ ,.,t1".'C"i(' "y~;:l'~'~,"'?::,>~;_;,,,,,.,.,,,,'{<,\VN!!•'•'"""' '' -~- ~A< -.• • "~-·~



Description of resolution considered Re-appointment of Mr. Hiten V. Parekh (DIN: 00037550), who retires by rotation.


No. of votes- No. of votes-%of votes in





(1) (2) (3)=[(2)/(1)]*100 (4) (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100 Promoter E-Voting 9545746 100.0000 9545746 0 100.0000 0.0000 and Poll 9545746 0 0.0000 0 0 0 0 Promoter Postal Ballot (if applicable) 0 0.0000 0 0 0 0 Group Total 9545746 9545746 100.0000 9545746 0 100.0000 0.0000

E-Voting 2320142 93.6605 2320142 0 100.0000 0.0000 Public- Poll 2477183 0 0.0000 0 0 0 0 Institutions Postal Ballot (if applicable) 0 0.0000 0 0 0 0

Total 2477183 2320142 93.6605 2320142 0 100.0000 0.0000 E-Voting 464273 16.0116 464273 0 100.0000 0.0000

Public- Non Poll 2899596 0 0.0000 0 0 0 0 Institutions Postal Ballot (if applicable) 0 0.0000 0 0 0 0

Total 2899596 464273 16.0116 464273 0 100.0000 0.0000 Total Total 14922525 12330161 82.6278 12330161 0 100.0000 0.0000

Whether resolution is Pass or Not. Yes

~

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Resolution (4) Resolution required: (Ordinary I Special) Special


Description of resolution considered Ratification of remuneration payable to Cost Auditors for the financial year 2019-2020.



%of Votes against Category Mode of voting






Total 2477183 2320142 93.6605 2320142 0 100.0000 0.0000 E-Voting 464273 16.0116 464273 0 100.0000 0.0000


Total 2899596 464273 16.0116 464273 0 100.0000 0.0000 Total Total 14922525 12330161 82.6278 12330161 0 100.0000 0.0000

Whether resolution is Pass or Not. Yes



Approval for continuation of the existing tenure of directorship of Mr. K. Venkataramanan,

Description of resolution considered (DIN 00001647) as an Independent Director of the Company after attaining the age of 75

years.



% of Votes against Category Mode of voting on outstanding favour on votes

held polled shares

in favour against polled

on votes polled

(1) (2) (3)=[(2)/(1)]*100 (4) (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100

Promoter E-Voting 9545746 100.0000 9545746 0 100.0000 0.0000

and Poll 9545746 0 0.0000 0 0 0 0

Promoter Postal Ballot (if applicable) 0 0.0000 0 0 0 0

Group Total 9545746 9545746 100.0000 9545746 0 100.0000 0.0000

E-Voting 2135810 86.2193 2135810 0 100.0000 0.0000

Public- Poll 2477183 0 0.0000 0 0 0 0

Institutions Postal Ballot (if applicable) 0 0.0000 0 0 0 0

Total 2477183 2135810 86.2193 2135810 0 100.0000 0.0000

E-Voting 464273 16.0116 464273 0 100.0000 0.0000

Public- Non Poll 2899596 0 0.0000 0 0 0 0


Total 2899596 464273 16.0116 464273 0 100.0000 0.0000


~~---;::~ ~'''<--:,Y:Y''' -·--------------·-·-~--v:;-.;::;:;:;---------·- \',- .. ,.,_,,""'"'""""'''<"-'"'"' •~ ·-"'"'""''·"~"-· • ·~":::;:-;:::;::::::.:;:-;:-~~-~'.'''If"'''"'";:::::::-;;:-:::;:::;::;::;::::;:;:.~,'-';-"--------------- -----------------



Approval for re-appointment of Mr. Mahendra V. Doshi (DIN: 00123243) as an Independent Description of resolution considered Director of the Company, not liable to retire by rotation, for a second term of five years

from the date of Annual General Meeting of the Company i.e. from June 28, 2019.









Total 2477183 2135810 86.2193 2110700 25110 98.8243 1.1757 E-Voting 464273 16.0116 464273 0 100.0000 0.0000


Total 2899596 464273 16.0116 464273 0 100.0000 0.0000




Approval for re-appointment of Mr. Mufazzal 5. Federal (DIN: 03409798) as an Description of resolution considered Independent Director of the Company, not liable to retire by rotation, for a second term of

five years from the date of Annual General Meeting of the Company i.e. from June 28, 2019.

No. of votes % of Votes polled


%of Votes against No. of shares Category Mode of voting






Total 2477183 2135810 86.2193 2135810 0 100.0000 0.0000 E-Voting 464273 16.0116 464273 0 100.0000 0.0000


Total 2899596 464273 16.0116 464273 0 100.0000 0.0000


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Approval for re-appointment of Mr. S. K. Palekar {DIN: 01723670) as an Independent

Description of resolution considered Director of the Company, not liable to retire by rotation, for a second term of five years

from the date of Annual General Meeting of the Company i.e. from June 28, 2019.







(1) (2) (3)=[(2)/(1)]*100 (4) (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)] *100


and Poll 9545746 0 0.0000 0 0 0 0 Promoter Postal Ballot (if applicable) 0 0.0000 0 0 0 0 Group Total 9545746 9545746 100.0000 9545746 0 100.0000 0.0000


Total 2477183 2135810 86.2193 2135810 0 100.0000 0.0000

E-Voting 464273 16.0116 464273 0 100.0000 0.0000


Total 2899596 464273 16.0116 464273 0 100.0000 0.0000


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Description of resolution considered Continuation of payment of remuneration to Executive Directors who are Promoters in

excess of threshold limits as per SEBI (LODR) (Amendment) Regulations, 2018.


No. of votes - No. of votes-%of votes in





(1) (2) (3)=[(2)/(1)]*100 (4) (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100


and Poll 9545746 0 0.0000 0 0 0 0

Promoter Postal Ballot (if applicable) 0 0.0000 0 0 0 0

Group Total 9545746 9545746 100.0000 9545746 0 100.0000 0.0000

E-Voting 2135810 86.2193 2110700 25110 98.8243 1.1757

Public- Poll 2477183 0 0.0000 0 0 0 0


Total 2477183 2135810 86.2193 2110700 25110 98.8243 1.1757

E-Voting 464273 16.0116 464273 0 100.0000 0.0000

Public- Non Poll 2899596 0 0.0000 0 0 0 0


Total 2899596 464273 16.0116 464273 0 100.0000 0.0000


--------- -"" ---------

..-~·~·

OS

To,

PRATIK M. SHAH B.COM., F.C.S.

Company Secretanes

SCRUTINIZER' S REPORT

[Pursuant to rule section 108 of the Companies Act, 2013 and rule 20 of the Companies

Management and Administration) Rules, 2014]

The Chairman of 33rd Annual General Meeting ('AGM') nf the members of Nilkamal Limited

(the 'Company') held on Friday the 28th June, 2019 at 12:00 noon at Registered Office of the

Company situated at Survey No. 354/2 & 354/3, Near Rakholi Bridge, Silvassa - Khanvel

Road, Vasona, Silvassa - 396 230, Union Territory of Dadra & Nagar Haveli.

Dear Sir,

We, Pratik M. Shah, Company Secretaries, have been appointed as a scrutinizer in the meeting

of the Board of the Directors held on May 11, 2019 to conduct the following:

1) Remote e-voting process done by the shareholders of the Company pursuant to the

provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies

(Management and Administration) Rules, 2014; and

2) Electronic voting at the AGM under the provisions of Section 109 of the Companies Act,

2013 read with Rule 21 of the Companies (Management and Administration) Rules, 2014

on the resolutions contained in the notice to the 33rd AGM of the members of the

Company, held on the 28th June, 2019 at 12:00 noon at Registered Office of the Company

situated at Survey No. 354/2 & 354/3, Near Rakholi Bridge, Silvassa - Khanvel Road,

Vasona, Silvassa - 396 230, Union Territory of Dadra & Nagar Haveli.

3) Further to the above, we submit our report as under:-

i. The Company has entered into an arrangement with Link Intime India Private Limited

('LIIPL') the authorised agency, to provide remote e-voting facilities to all the members

who were eligible to take part in the remote e-voting.

ii. The remote e-voting period remained open from Tuesday the June 25, 2019 (10:00

a.m.) and ended on Thursday the June 27, 2019 (5:00p.m.).

iii.

vote on the resolutions (item no.

Company).

Add :. D/12, Riddhi Avenue, Off. New Link Road, Chikuwadi. Borivali (West), Mumbai - 400 092

Tel. No.: 022- 2898 3946 • Cell.: +91 - 98200 55798

Website : www.cspmshah.com • e-mail : [email protected] I [email protected]

Pratik M. Shah Company Secretaries

Continuation Sheet

iv. At the end of the remote e-voting period on June 27, 2019 at 5 :00 p.m., voting portal of

service provider was blocked forthwith .

v. After the announcement of polling at the AGM, the ballot box was duly locked by us and

kept for polling with due identification marks.

vi. There were 47 shareholders present at the meeting in person at the AGM.

vi i. Voting by poll at the AGM was carried out, but no member have casted their vote and

thus no poll papers were received.

viii. Post conclusion of AGM, votes cast through remote e-voting process were unblocked by

us at 1.30 pm in presence of Mr. Sonu Gupta and Ms. Henal Sheth who were not in the

employment of the Company.

Consolidated report on result of voting through electronic means and voting by poll is as

under:

Item No.1:-

Ordinary Resolution - To receive, consider and adopt the Aud ited Financial Statements

including the Audited Consol idated Financial Statements of the Company for the f inancial year

ended March 31, 2019, together with the Reports of the Board of Directors and the Auditors

thereon .

i. Voted in favour of the resolution :

Mode of Voting Number of Number of votes % of total

members cast by them number of val id

voted votes cast

Through e-voting 116 1,13,95,342 100

Through voting by Poll 0 0 0

Total 116 1,13,95,342 100

Page 2 of 11


ii. Voted against the resolution :

Mode of Voting Number of

members

voted

Through e-voting 0

Through voting by Poll 0

Total 0

iii . Invalid votes :


voted

Through e-voting

Through voting by Poll

Total

iv. Abstain/Not voted :


voted

Through e-voting


Total

Item No.2:-

Continuation Sheet

Number of votes % of total

cast by them number of valid

votes cast

0 0

0 0

0 0

members Number of votes cast by

them

0 0

0 0

0 0

members Number of shares held

2 9,34,819

0

2 9,34,819

Ordinary Resolution -To declare dividend on equity shares for the year ended March 31, 2019.

i. Voted in favour of the resolution:

Mode of Voting Number of Number of % of total number

members votes cast by of valid votes cast

voted them

Through e-voting 118 1,23,30,161 100


Total 118 1,23,30,161 100

Page 3 of 11



Mode of Voting Number

members

voted

Through e-voting


Total

iii. Invalid votes :


voted

Through e-voting


Total



voted

Through e-voting


Total

Item No.3:-

Continuation Sheet

of Number of % of total number

votes cast by of valid votes cast

them

0 0 0

0 0 0

0 0 0

of members Number of votes cast by

them

0 0

0 0

0 0

of members Number of shares held

0 0

0 0

0 0

Ordinary Resolution -To appoint a Director in place of Mr. Hiten V. Parekh (DI N: 00037550),

who retires by rotation and being eligible, offers himself for re-appointment.




voted them

Through e-voting 118 1,23,30,161 100


Total 118 1,23,30,161 _,.,--;;:: ;--.... 100

w :£. F 31 v-(.~ ( . 401 _G) ,..; ~

:tS-6-: 'b~'y

Pa e 4 of 11 (/ * l\ g


ii . Voted against the resolution :


members

voted

Through e-voting


Total



voted

Through e-voting


Total



voted

Through e-voting


Total

Item No.4:-

of

0

0

0

of

of

Continuation Sheet

Number of % of total number


them

0 0

0 0

0 0


them

0 0

0 0

0 0


0 0

0 0

0 0

Ordinary Resolution -To ratify and confirm appointment of M/s. B. F. Modi and Associates, Cost

Accountants (Firm Registration No.6955) as Cost Auditors of the Company to conduct audit of

cost records of the Company for the financial year 2019-20 at remuneration of Rs.3.50 Lakhs

(Rupees Three Lakhs Fifty Thousand Only) plus applicable taxes and reimbursement of out of

pocket expenses at actual.



Through e-voting


Total

members

voted

of

118

0

118

Number of

votes cast by

them

1,23,30,161

0

1,23,30,161

Page 5 of 11

% of total number

of valid votes cast

100

0

100


Continuation Sheet




voted them

Through e-voting 0 0 0


Total 0 0 0


Mode of Voting Number of members Number of votes cast by

voted them

Through e-voting 0 0

Through voting by Poll 0 0

Total 0 0


Mode of Voting Number of members Number of shares held

voted



Total 0 0

Item No.5:-

Special Resolution - Continuation of Directorship of Mr. K. Venkataramanan (DIN 00001647),

as an Independent Director of the Company, after attaining the age of 75 years till the

completion of his present term i.e. up to conclusion of the Thirty Fourth Annual General

Meeting to be held in the calendar year 2020.




voted them

Through e-voting 117 1,21,45,829 100


Total 117 1,21,45,829 100

Page 6 of 11




members

voted

Through e-voting


Total



voted

Through e-voting


Total



voted

Through e-voting


Total

Item No.6:-

of

0

0

0

of

of

Continuation Sheet



them

0 0

0 0

0 0


them

0 0

0 0

0 0


--'-1 1,84,332

0 0

1 1,84,332

Special Resolution- To approve re-appointment of Mr. Mahendra V. Doshi (DIN: 00123243) as

an Independent Director of the Company, not liable to retire by rotation, for a second term of

five years from the date of Annual General Meeting of the Company to be held in the calendar

year 2019.

i. Voted in favour of the resolution :



voted them

Through e-voting 114 1,21,20,719 100


Total 114 1,21,20,719 ~10M~ 99.79

I~ ~:i FCS :77~ ~ Page 7 of 11 ~ COP·7 ,.-., ..... 0 =t:. ....... ~ ~

(Yet * }..~~ ~




members

voted

Through e-voting


Total



voted

Through e-voting


Total



voted

Through e-voting


Total

Item No.7:-

of

3

0

3

of

-

of

Continuation Sheet



them

25,110 100

0 0

25,110 0.21


them

0 0

0 0

0 0


1 1,84,332

0 0

. 1 1,84,332

Special Resolution - To approve re-appointment of Mr. Mufazzal S. Federal (DIN: 03409798)

as an Independent Director of the Company, not liable to retire by rotation, for a second term

of five years from the date of Annual General Meeting of the Company to be held in the

calendar year 2019.




voted them

Through e-voting 117 1,21,45,829 100


Total 117 1,21,45,829 /."'fri";; 100

~ Page 8 of 11 (::e' FC5 :7~~ ~} ~ COP:74 ~ ~ ~

<Yo' * ...... t>~ -


Continuation Sheet




voted them

Through e-voting 0 0 0


Total 0 0 0

iii. Inva lid votes :

Mode of Voting Number of members Number of votes cast by

voted them



Total 0 0


Mode of Voting Number of members Number of shares held

voted . Through e-voting 1 1,84,332


Total 1 1,8 4,332

Item No.8:-

Special Resolution - To approve re-appointment of Mr. S. K. Palekar (DIN: 01723670) as an

Independent Director of the Company, not liable to retire by rotation, for a second term of five

years from the date of Annual General Meeting of the Company to be held in the calendar year

2019.




voted them

Through e-voting 117 1,21,45,829 100


Total 1 17 1, 21,45,829

Page 9 of 11




members

voted

Through e-voting


Total

iii . Invalid votes :


voted

Through e-voting


Total



voted

Through e-voting


Total

Item No.9:-

of

0

0

0

of

of

Continuation Sheet



them

0 0

0 0

0 0


them

0 0

0 0

0 0


1 1,84,332

0 0

1 1,84,332

Special Resolution - Continuation of payment of remuneration to Mr. Sharad V. Parekh,

Mr. Hiten V. Parekh, Jt. Managing Director, Mr. Manish V. Parekh, President and Executive

Director (Furniture) and Mr. Nayan S. Parekh, President and Executive Director (Material

Handling) as per the existing terms and conditions as approved by the shareholders at the

AGM held on August 4, 2015.




voted them

Through e-voting 114 1,21,20,719 100


Total 114 1,21,20,719 &~P4A 99.79

· t~~ Page 10 of 11 (:i FCS:713~ ,.,.,) ~ COP :740 ~~ .,.,. ~

y'~ ~~'Y (/ * ~ -




members

voted

Through e-voting


Total


Mode of Vot ing Number

voted

Through e-voting


Total



voted

Through e-voting


Total

of

3

0

3

of

of

Continuation Sheet



them

25,110 100

0 0

25,110 0.21


t hem

0 0

0 0

0 0


1 1,84,332

0 0

1 1,84,332

ix. Based on the above voting, al l resolutions ca rried on with requisite majority,

accordingly, we request the Chairman of 33rd Annual General Meeting to announce the

results of the meeting .

x . The registers and all other relevant papers relating to e-voting shall remain in our safe

custody until the Chairman considers, approves and signs the minutes of the aforesaid

33rd Annual General Meeting and thereafter the same shall be handed over to the

Company Secretary for their safe keeping.

Place: Mumbai

Date: 29th June, 2019

Page 11 of 11

Pratik M. Shah

Company Secretaries

FCS: 7431

C.P. No. 7401

nilkamal limited · 2019. 7. 1. · nilkamal limited head office: nilkamal house, 77/88, road...

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