snowman® a - nse

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January 25, 2021 National Stock Exc hange of India Limited Exchange Plaza BandraKurla Complex Mumbai - 400 050 Ph No: 2659 8452 Fax No: 2659 8237/38 E mail: cml ist@nse.co.i n Scrip Code: SNOWMAN Dear Sir/Madam, --- -·---- 6 BSE Limited SNO WMAN® a The Cold Chain Company Department of Corporate Services PhirozeJeejeebhoy Towers Mumbai - 400 001 Ph No: 22727 1233/ 34 Fax : 2272 1 072/ 2037/2061/ 41 Emai l: cor p. relations@bseindia. c om Scrip Code: 538635 Sub: Resu lt of Posta l Ba llot conducted by Snowman Logistics Limited {the "Company") and submi ss ion of voting res ul ts under Regulation 44 of the SEBI (listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Reg ulations") This is further to our l etter dated 23'd December 2020 which enclosed a copy of the postal ballot notice which w as sent to t he members of t he Company an d letter dated 25 1 h December 2020, enclosing the noti ce published in newspapers wi th respect to the postal ballot. We wish to inform you that Mr. Nage ndra D Rao, Practicing Company Secretary, Scrutini ser was a ppoint ed for conducting the postal ba ll ot process (including by way of electroni c vot in g), and has submitted his report to the Company Secretary of the Company on 25 1 h January 2021 ("Scrutiniser's Report"). The result of the postal ball ot has been an nounced by the Company Secretary today, i. e. on 25 January 2021. As per the Scrutiniser's Report, the resolutions have been passed by th e members of the Company with the requisit e majority. We enclose herewith a copy of the Scruti niser's Report and a statement containing details of voting res ults in the prescribed form at pursua nt to Regul ation 44 of t he SE BI Lis ting Regu lations. The Scrutiniser's Report has also been placed on the Company's webs it e at www.snowman.in and on the websi te of Link Int ime Indi a Private Limite d at www.link intime.com This is for your information, records and n ecessa ry action. Thanki ng You, Snowman Logistics Lim ited Sundar Chief Financi al Office r, Comp any Secretary & Compliance Offic er Encl: As above Corporate Offi ce Snowman Logistics Ltd . No: 54, Old Madras Road, Virgo Nagar, Bangalore- 560 049, Karnataka CIN: L15122f <A 1993PLC048636 T (080) 67693700 F (080) 67693700 Reg d. Office: Plot No. M-8, Taloja Industrial Area, MIDC, Raigad, Navi Mumbai, Maharashtra-4 10208 CIN: L15122MH1 993PLC285633 T+91 22 39272004 E info@snowman.in W www.snowman.in

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Page 1: SNOWMAN® a - NSE

January 25, 2021

National Stock Exchange of India Limited Exchange Plaza BandraKurla Complex Mumbai - 400 050 Ph No: 2659 8452 Fax No: 2659 8237/38 Email: cml ist @nse.co.in Scrip Code: SNOWMAN

Dear Sir/Madam,

----·----

6 BSE Limited

SNOWMAN ® a

The Cold Chain Company

Department of Corporate Services PhirozeJeejeebhoy Towers Mumbai - 400 001 Ph No: 22727 1233/ 34 Fax: 2272 1072/ 2037/2061/ 41 Email : corp.relations@bseindia. com Scrip Code: 538635

Sub: Result of Postal Ballot conducted by Snowman Logistics Limited {the "Company") and submission of voting results under Regulation 44 of the SEBI (listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations")

This is further to our letter dated 23'd December 2020 which enclosed a copy of the postal ballot notice which was sent to t he members of t he Company and letter dated 251h December 2020, enclosing the notice published in newspapers with respect to t he postal ballot.

We w ish to inform you t hat Mr. Nagendra D Rao, Practicing Company Secretary, Scrutiniser was appointed for conducting the postal ballot process (including by way of electronic voting), and has submitted his report to the Company Secretary of the Company on 251

h January 2021 ("Scrutiniser's Report"). The resu lt of the postal ballot has been announced by the Company Secretary today, i.e. on 25 January 2021.

As per the Scrutiniser's Report, t he resolutions have been passed by the members of the Company with the requisite majority.

We enclose herewith a copy of the Scrutiniser's Report and a st atement containing details of voting results in the prescribed format pursuant to Regulation 44 of t he SEBI List ing Regu lations. The Scru t iniser's Report has also been placed on the Company's website at www.snowman.in and on the website of Link Inti me India Private Limited at www.linkintime.com

This is for your information, records and necessary action.

Thanking You,

Snowman Logistics Limited

• Sundar Chief Financial Officer, Company Secretary & Compliance Officer

Encl: As above Corporate Office

Snowman Logistics Ltd. No: 54, Old Madras Road, Virgo Nagar, Bangalore- 560 049, Karnataka CIN: L 15122f<A 1993PLC048636 T (080) 67693700 F (080) 67693700

Regd. Office: Plot No. M-8, Taloja Industrial Area, MIDC, Raigad, Navi Mumbai, Maharashtra-4 10208 CIN: L 15122MH1993PLC285633 T+91 22 39272004 E [email protected] W www.snowman.in

Page 2: SNOWMAN® a - NSE

~ ..

Resolution (1} I -" "'

Resolution required : (Ordinary f Speciaj) Special -- ~- - --~

Whether promoter/promoter group are interested in the agenda/resolut ion? No - -To approve increase in Authorized Share Capital and consequent

Description of resolution considered amendment t o the Memorandum of Association of the Company

% of %of votes '

No. of No. of Votes No. of No. of

in favour % of Votes against on votes Category Mode of voting vot es polled on votes- in votes-

shares held on votes polled polled outstandi favour against

ng shares polled

(1) (2) (3)=[(2)/(1

(4) (5) (6)=[(4)/{2

(7)=[(5)/(2)]*100 I )]*100 )]*100 I

E-Voting 67254119 100.0000 67254119 0 100.0000 0.0000 - -- -Poll 67254119 0 0.0000 0 0 0 0

Promoter and Promoter Group . ~ . Postal Ballot (if applicable) 0 0.0000 0 0 0 0 Total 67254119 67254119 100.0000 67254119 0 100.0000 0.0000 E-Voting 0 0.0000 0 0 0 0 Poll 154791 0 0.0000 0 0 0 0

Public- Institutions - -· Postal Ballot (if applicable) 0 0.0000 0 0 0 0 Total 154791 0 0.0000 0 0 0.0000 : 0.0000

E-Voting 8408 22 0 .8435 812372 28450 96.6164 3 .3836

Public- Non Institutions Poll 99679085 0 0.0000 0 0 0 0 - -Postal Ballot (if applicable) 42300 0.0424 42100 200 99.5272 0.4728 Total 99679085 883122 0.8860 854472 28650 96.7558 3.2442

·' Total 167087995 68137241 40.7793 68108591 28650 99 .9580 0 .0420 Whether resolution is Pass or Not. Yes

Page 3: SNOWMAN® a - NSE

•.

Resolution (2} ~ ~ :<". . ,.

.r- ·--". - t - - """ . - ~· - - - . ,. ,, ~"' ---· r•, ••. •·•'-

I Resolution required: (Ordinary I Special) -- -~

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

To approve raising of funds in one or more tranches, by issuance

Description of resolution considered of equity shares and/or other eligible securities by way of a Qualified Institutions Placement{s) {QIP) for an amount not

exceeding Rs. 250 crores.

I %of I - %of votes I Votes No. of No. of

No. of shares No. of votes in favour % of Votes against on Category Mode of voting polled on votes - in votes-

held polled outstandi favour against

on votes votes polled

ng shares polled

(1) (2) (3)=[(2)/(1

(4) (5) (6)=[(4)/(2

(7)=[(5)/(2)]*100 )]*100 ))*100

E-Voting 67254119 100.0000 67254119 0 100.0000 0.0000 - - - -Promoter and Promoter Group

Poll 67254119 0 0.0000 0 0 0 0 c·- - - -

Postal Ballot (if applicable) 0 0.0000 0 0 0 0 Total 67254119 67254119 100.0000 67254119 0 100.0000 0.0000 E-Voting 0 0.0000 0 0 0 0 -·-. -- -- -Poll 154791 0 0.0000 0 0 0 0

Public-Institutions -- -Postal Ballot (if applicable) 0 0.0000 0 0 0 0 Total 154791 0 0.0000 0 0 0.0000 0.0000

E-Voting 838642 0.8413 810286 28356 96.6188 3.3812 --- -Poll 99679085 0 0.0000 0 0 0 0

Public- Non Institutions - -· - -Postal Ballot (if applicable) 40756 0.0409 40531 225 99.4479 0.5521 Total 99679085 879398 0.8822 850817 28581 96.7499 3.2501

Total 167087995 68133517 40.7770 68104936 28581 99.9581 0.0419 Whether resolution is Pass or Not. Yes

- -- · -

Page 4: SNOWMAN® a - NSE

OS Nagendra D. Rao, B.Com., LL.B., r.c.s. Practising Company Secretary

January 24. 2021

To. The Chairman. Snowman Logistics Limited, Plot No. M-8, Taloja Industrial Area, MlDC. Navi Mumbai - 41 0 206.

Dear Sir.

Sub: Scrutinizer's Report on Postal Ballot conducted pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014.

Pursuant to the Resolution passed by the Board of Directors of Snowman Logistics Limited (herein after referred as ''Snowman'') on December 21 , 2020, I have been appointed as the Scrutinizer to conduct the Postal Ballot process in respect of the fol lowing Resolutions as circulated (more detailed) in the Postal Ballot Notice dated December 21, 2020.

Sr. No. Particulars Nature of Resolution

I To approve increase in Authorized Share Capital and Special Resolution consequent an1endment to the Memorandum of Association of the Company.

2 To approve raising of funds in one or more tranches, by Special Resolution issuance of equity shares and/or other el igible .. secunttes by way of a Qualified Institutions Placement(s) (QIP) for an amount not exceeding Rs. 250 crores.

Pursuant to Section II 0 and other applicable provisions, if any, of the Companies Act. 2013. read with Rules 20 and 22 of the Companies (Management and Administration) Rules. 2014. (the Rules) read with the General Circular No. 14/ 2020 dated April 8, 2020. the General Circular No.I?/ 2020 dated April 13, 2020, General Circular No. 22/2020 dated June 15. 2020 and the General Ci rcular No.33/ 2020 dated September 28, 2020. in relation to "Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 201 3 and the rules made thereunder on account of the threat posed by Covid-19" issued by the Ministry of Corporate Affairs, Government of India (the "MCA Circulars") (including any statutory modification(s) or re-enactment(s) thereof tor the time being in force), Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to other applicable laws and regulations, the Company sought approval of Members via Postal Ballot through remote e-voting (Vot ing through Electronic means) and physical postal ba llot forms for the above said resolutions

"Vaghdevi", 543/A. 7th Main, 3rd Cross, S.L. Bhyrappa Road, Hanumantha Nagar, Bengaluru - 560 019 Telephone: 080-2650 9004, Mobile: 99451 75787 , E-mail : [email protected] I nagendra_d_rao@yahooco in

GSTrN 29ADAPR0287M172.

Page 5: SNOWMAN® a - NSE

Accordingly, Snowman has made aiTangement with the system provider viz, Link Intime India Private Limited (LJIPL) for providing a system of recording votes of the shareholders electronically through e-voting. Necessary Instructions in this regard to be followed by the Shareholders have also been duly mentioned in the Postal Ballot Notice dated December 21, 2020 sent to the shareholders:

(a) Through e-mail to the members ,.vhose e-mail IDs are registered and

(b) Tluough physical mode along with self-addressed pre-paid busi ness reply envelope to the members whose e-mail IDs are not registered.

The Company has completed on December 24, 2020. the dispatch of Notice along with postal ballot forms and a self-addressed postage prepaid business reply envelope to its members whose names appear on the Register of Members/list of Beneficial Owners. as received from National Securities Depository Limited (NSDL)/Central Depository Services (India) Limited (CDSL) as on cut-off date i.e .. December 18. 2020.

Total shareholders of the Company as on the cut-off date were I, 15, 126 (One lakh fifteen thousand one hundred and twenty-six) only.

Pursuant to Rule 22 (3 ) of the Companies (Management and Administration) Rules. 2014. an advertisement was published by the Company in ·Business Standard· Engli sh Newspaper and ·Sakal' in Marathi Newspaper on December 25. 2020, informing about the completion of dispatch of the postal ballot notices through electronic transmission and physical dispatch to the shareholders along with other related matters mentioned therein.

Thee-voting period commenced on December 25. 2020, Friday at 09.00 a.m. and ended on January 23, 202 1, Saturday at 5.00 p.m.

All votes cast electronically through https://instavote.l inkintime.co. in and Postal Ballot forms received up to 5.00 p.m. on January 23. 202 1 being the last date and time fi xed for voting. were considered for my scrutiny.

Envelopes containing postal ballot forms received after closure of business hours. on January 23, 202 1 were not considered for my scrutiny. The poll papers which were incomplete. unsigned, not casted their votes, signature mismatch, missing authori zation and which were otherwise found defective have been treated as inval id and kept separate ly.

I have received a complete record of votes cast by electronic mode through https://instavote.linkintime.co. in from Link Irntime India Private Limited, the agency for providing e-voting facility to the Shareholders of the Company.

In respect of the above-mentioned resolut ions, I hereby submi t my repo11 on the total votes cast electronically as detailed hereunder:

Page 6: SNOWMAN® a - NSE

I. Resolution No. 1:- To approve increase in Authorized Share Capital and consequent amendment to the Memorandum of Association of the Company:

5 No. of Members Voted 2 7 9 AGAfNST

6 Total Number of Votes cast. 44.226 68,095.166 l 68,139,392

7 Less: Invalid no. of Votes cast (including less voting, e-vote not 1.926 225

l 2,151

cast either for or against).

8 Less: Shareholder have voted Jesser share than their actual 0 0 0

holding.

9 Val id no. of votes cast (Net). 42,300 68,094,941 68,137 ,2-tl

-- ---

10 Total no. of votes with assent for 42,100 68,066,491 68,108,591

the Resolution.

r Total no. of votes wi th dissent for 200 28A5U 28,65()

the Resolution. ---- ~--

12 ...____ % ofTota~otes t.:ast in favour of the _!!So lution. 99.96'Y.,

)

Page 7: SNOWMAN® a - NSE

13 %of Total votes cast against the resolution. 0.04%

Result - Resolution No. 1 : As the Number of votes cast in favour of the Resolution is 68.108,591 (Six crores eighty-one lakhs eight thousand five hundred and ninety-one) only (i.e .. 99.96%) is more than 3 times the number of votes cast against 28,650 (Twenty-eight thousand six hundred and fifty) only (i.e., 0.04%), I report that the Special Resolution under section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014. as set out in the Notice of Postal Ballot dated December 2 L 2020 has been passed by the Shareholders with requisite majority.

II. Resolution No. 2:- To approve raising of funds in one or more tranches, by issuance of equity shares and/or other eligible securities by way of a Qualified Institutions Placement(s) (QIP) for an amount not exceeding Rs. 250 crores:

Type of Resolution - Special Resolution

Sl. Particulars Postal Ballot E-voting Total No.

1 Total Postal Ballot forms received 103 178 281 I no. of members who exercised votes through e-voting.

2 Less: Invalid Postal Ballot forms I 14 " .) 17 no. of members who abstained from e-voting_.

" Net Valid Postal Ballot forms 89 175 264 .)

received I No. of members who exercised votes through e-voting.

4 No. of Members voted FOR 86 168 254

5 No. ofMembers Voted 3 7 10 AGATNST

6 Total Number of Votes cast. 42,682 68,095, 186 68,137,868

7 Less: Invalid no. of Votes cast I ,926 2,425 4,351 ( including less voting, e-vote not cast either for or against). - -

8 Less: Shareho lder have voted 0 0 0 lesser share than their actual holding. -- - ----

Page 8: SNOWMAN® a - NSE

-

9 Valid no. of votes cast (Net). 40,756 68,092,761 68,133,517 - - -

10 Total no. of votes with assent for 40,531 68,064,405 68,104,936 the Resolution.

II Total no. of votes with dissent for 225 28,356 28,581 the Resolution.

12 %of Total votes cast in favour of the reso lution. 99.96%

13 % of Total votes cast against the resolution. 0.041%

-Result - Resolution No. 2 : As the Number of votes cast in favour of the Resolution is 68.1 04.936 (Six crores eighty-one lakhs four thousand nine hundred and thi rty-six) only (i.e .. 99.96%) is more than 3 times the number of votes cast against 28.581 (Twenty-eight thousand five hundred and eighty-one) only (i.e .. 0.04%). I report that the Special Resolution under section 110 of the Companies Act. 20 13 read with Rule 22 of the Companies (Management and Administration) Rules, 20 14. as set out in the Notice of Postal Ballot dated December 21. 2020 has been passed by the Shareholders with requisite majority.

Place : Bengaluru Date : January 24. 202 1

NAGENDRA D. I~AO

Practicing Company Secretary Membership No.: FCS 5553

COP: 773 1 UDfN: F005553 8 002178702

"Vaghdevi". No. 543/A. 7th Main. 3rd Cross. S.L. Bhyrappa Road.

llanumanthanagar. Bengaluru - 560 01 9.