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W VISHAL FABRICS LTD ANYONE ANYTIME ANYWHERE +CHIRIPAL Date: 02 nd October, 2019 To, BSE Limited Phirose Jeejeebhoy Towers Dalal Street, Fort. Mumbai-400001 Dear Sir/Madam, Subject : Scrutinizer Report and the voting results of Annual General Meeting (including E-voting ) as per format prescribed under Regulation 44 of SEBI (Listing Obligations and Disclosure Requirement) 2015 . We herewith enclosed the Scrutinizer Report and Voting Results of Annual General Meeting (including E-voting) as per format prescribed under the Regulation 44 of SEBI (Listing Obligations and Disclosure Requirement) 2015. Please note that the resolutions have been passed with requisite majority as per applicable Laws. This is for your information, record and necessary action. Kindly acknowledge Receipt. Thanks and Regards. Corporate Office : Shanti Corporate House, Nr. Hira Rupa Hall, Bopal-Ambli Rd, Bopal. Ahmedabad - 380058, Gujarat. India. Ph: +91 6359701763 J 6359701796 Registered Address : Ranipur. Narol road, Ahmedabad - 382405, Gujarat, India. denim@chiripalgroup.com I inFo.vFl@chiripalgroup.com I www.vishalFabri csltd.com J CIN : Ll7110GJ1985PLC008206 @ O /visholdenim - = - -- - - -- - - - - -- - - - - - - - - - -- - = = = = - : - - - - - - - - - - - - -- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

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Page 1: W VISHAL 11CHIRIPAL · W VISHAL • FABRICS LTD ANYONE ANYTIME ANYWHERE 11CHIRIPAL Date: 02nd October, 2019 To, BSE Limited Phirose Jeejeebhoy Towers Dalal Street, Fort. Mumbai-400001

W VISHAL • FABRICS LTDANYONE ANYTIME ANYWHERE

11CHIRIPAL

Date: 02nd October, 2019

To, BSE Limited Phirose Jeejeebhoy Towers Dalal Street, Fort. Mumbai-400001

Dear Sir/Madam,

Subject : Scrutinizer Report and the voting results of Annual General Meeting (including E-voting ) as per format prescribed under Regulation 44 of SEBI (Listing Obligations and Disclosure Requirement) 2015 .

We herewith enclosed the Scrutinizer Report and Voting Results of Annual General Meeting (including E-voting) as per format prescribed under the Regulation 44 of SEBI (Listing Obligations and Disclosure Requirement) 2015.

Please note that the resolutions have been passed with requisite majority as per applicable Laws.

This is for your information, record and necessary action. Kindly acknowledge Receipt.

Thanks and Regards.

Corporate Office :

Shanti Corporate House, Nr. Hira Rupa Hall, Bopal-Ambli Rd, Bopal. Ahmedabad - 380058, Gujarat. India. Ph: +91 6359701763 J 6359701796

Registered Address :

Ranipur. Narol road, Ahmedabad - 382405, Gujarat, India.

[email protected] I [email protected] I www.vishalFabricsltd.com J CIN : Ll7110GJ1985PLC008206

\? @ t7 Olru /visholdenim

--= = _::: --- - - --- --- -- - - - - - - - -: - - -- _:: -= =-= = = - :.. - -=--=--- - -- -- - - - - -- - - - - - - - - - -- --- - - - - - - - - -- - - - - - - - - --

Page 2: W VISHAL 11CHIRIPAL · W VISHAL • FABRICS LTD ANYONE ANYTIME ANYWHERE 11CHIRIPAL Date: 02nd October, 2019 To, BSE Limited Phirose Jeejeebhoy Towers Dalal Street, Fort. Mumbai-400001

307, Abhljyot Square, B/h 0lvya Bhaskar,

S. G. Highway, Ahmedabad • 380 051. Gujarat, INDIA

Contact +91-79-489 44 6 55

0 K JATIN &Co.

£.mail: csljcoiigmail rom COMPANY SEvKc,,..�, ....

FORM NO. MGT.13

Report of Scrutinizer(•)

[Pursuant to rule section 109 of the Companies Act, 2013 and rule

21(2) of the Companies (Management and Administration) Rules, 2014]

To, The Chairman,

34th Annual General Meeting of the Equity Shareholders of Viahal Fabrics Limited ("the Company") held on Monday, 30th

September 2019 at 3:00 P.M. at Shanti Corporate House, Beside Hira rupa Hall, Opposite Landmark Hotel, Bopal, Ambli Road,Ahmedabad - 380058

Dear Sir,

I, Jatin Kapadia, Company Secretary, appointed as scrutinizer for purpose of the poll taken on the below mentioned resolution(s) at Shanti Corporate House, Beside Hira rupa Hall, Opposite Landmark Hotel, Bopal, Ambli Road, Ahmedabad - 380 058, meeting of the Equity Shareholders of the Company, held on 3:00 P.M. submit my report as under:

1. After the time fixed for closing of the poll by the Chairman, 1 {One)ballot boxes kept for polling were locked in my presence with dueidentification marks placed by me.

2. The locked ballot boxes were subsequently opened in my presence andpoll papers were diligently scrutinized. The poll papers were reconciledwith the records maintained by the Company /Registrar and TransferAgents of the Company and the authorizations/ proxies lodged withthe Company.

3. The poll paper, which were incomplete and/ or which otherwise founddefective have been treated as invalid and kept separately. The samewere not considering in calculation.

4. The result of the Poll is as under:-

Page 3: W VISHAL 11CHIRIPAL · W VISHAL • FABRICS LTD ANYONE ANYTIME ANYWHERE 11CHIRIPAL Date: 02nd October, 2019 To, BSE Limited Phirose Jeejeebhoy Towers Dalal Street, Fort. Mumbai-400001

a. Resolution No. 1:-

Re: To receive, consider and adopt the Audited Financial Statements of the Company for the financial 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:

Number of members Number of % of total number of present and voting (in votes cast by valid votes cast

person or by proxy) them

5 14 100%

(ii) Voted against the resolution:

Number of members Number of % of total number of present and voting (in votes cast by valid votes cast

person or by proxy) them -- -- --

(iii) Invalid votes:

Number of members present and voting Number of votes (in person or by proxy) whose votes were cast by them

declared invalid -- --

b. Resolution No. 2:-

Re: To appoint a Director in place of Mr. Amit Kadmawala (DIN: 07016454), who retires by rotation and being eligible offers himself for re-appointment.

(i) Voted i11 favour of the resolution:

Number of members present and voting (in

person or by proxy)

5

Number of votes cast by

them

14

% of total number o valid votes cast

100%

21Page

Page 4: W VISHAL 11CHIRIPAL · W VISHAL • FABRICS LTD ANYONE ANYTIME ANYWHERE 11CHIRIPAL Date: 02nd October, 2019 To, BSE Limited Phirose Jeejeebhoy Towers Dalal Street, Fort. Mumbai-400001

(ii) Voted against the resolution:

Number of members % of total number of present and voting (in valid votes cast

person or by proxy)

Number of votes cast by them

-- -- --

(iii) Invalid votes:

Number of n1embers present and voting Number of votes (in person or by proxy) whose votes were cast by them

declared invalid -- --

c. Resolution No. 3:-

Re: Ratification and Approval of Remuneration of Cost Auditors

(i) Voted in favour of the resolution:

Number of members Number of % of total number of present and voting (in votes cast lrtj valid votes cast

person or bij proxy) them

5 14 100%

(ii) Voted against the resolution:

Number of members Number of % of total number of present and voting (in votes cast by valid votes cast

person or by proxy) them -- -- --

(iii) Invalid votes:

Number of members present and voting Number of votes (in person or by proxtJ) whose votes were cast by them

declared invalid -- --

d. Resolution No. 4:-

Re: Appointment of llr. Ravindra Bajaj (DIN: 08243855) as Whole Time Director of the Company

Page 5: W VISHAL 11CHIRIPAL · W VISHAL • FABRICS LTD ANYONE ANYTIME ANYWHERE 11CHIRIPAL Date: 02nd October, 2019 To, BSE Limited Phirose Jeejeebhoy Towers Dalal Street, Fort. Mumbai-400001

(i) Voted in favour of the resolution:

Number of members Number of % of total number oj present and voting (in votes cast by valid votes cast

person or by proxy) them

5 14 100%

(ii) Voted against the resolutio,z:

Number of members Number of % of total number of present and voting (in votes cast by valid votes cast

person or by proxy) them -- -- --

(iii) lnvalid votes:

Number of members present and voting Number of votes (in person or by prOl.:J) whose votes were cast by them

declared invalid -- --

e. Resolution No. 5:-

Re: Re-Appointment of Mr. Amit Kadmawala (DIN: 07016454) as whole Time Director of The Company. (i) Voted in favour of the resolution:

Number of members Number of present and voting (in votes cast by

person or by proxtJ) them

5 14

(ii) Voted against the resolution:

Number of members Number of present and voting (in votes cast by

person or by proxy) them -- --

(iii) Invalid votes:

Number of members present and voting (in person or by proxy) wfwse votes were

declared invalid

% of total number of valid votes cast

100%

% of total number oj valid votes cast

--

Number of votes cast by them

Page 6: W VISHAL 11CHIRIPAL · W VISHAL • FABRICS LTD ANYONE ANYTIME ANYWHERE 11CHIRIPAL Date: 02nd October, 2019 To, BSE Limited Phirose Jeejeebhoy Towers Dalal Street, Fort. Mumbai-400001

f. Resolution No. 6:-

Re: Re-Appointment of Mrs. Dhara Rupeshkumar Shah (DIN: 06983857) as Non-Executive Independent Director of The

Company

(i) Voted in favour of the resolution:

Number of members Number of % of total number oj present and voting (in votes cast by valid votes cast

person or by proxy) them

5 14 100%

(ii) Voted against the resolution:

Number of members Number of % of total number of present nnd voting (in votes cast by valid votes cast

person or by proxy) them -- -- --

(iii) Invalid votes:

Number of members present and voting Number ofvotes (in person or by proxy) whose votes were cast by them

declared invalid -- --

g. Resolution No. 7:-

Re: Re-Appointment of Mr. Shubhankar Jha (DIN: 07208823) as Non­Executive Independent Director of The Company.

(i) Voted in favour of the resolution:

Number of members Number of % of total number oj present and voting (in votes cast by valid votes cast

person or by proxy) them

5 14 100%

(ii) Voted against the resolution:

Number of members Number of % of total number oj present and voting (in votes cast by valid votes cast

person or by proxy) them -- -- --

- -=--__,,/'--

SIPage

Page 7: W VISHAL 11CHIRIPAL · W VISHAL • FABRICS LTD ANYONE ANYTIME ANYWHERE 11CHIRIPAL Date: 02nd October, 2019 To, BSE Limited Phirose Jeejeebhoy Towers Dalal Street, Fort. Mumbai-400001

(iii) Invalid votes:

Number of members present and voting Number of votes (in person or by proxy) whose votes were cast by them

declared invalid -- --

5. the list of equity shareholders who voted "FOR", "AGAINST" and thosewhose votes were declared invalid for each resolution is enclosed.

6. The poll papers and all other relevant records were sealed and handedover to the Company Secretary authorized by the Board for safe

keeping.

Thanking you,

Date: October 1, 2019 Place: Ahmedabad

Encl.:- A/a

Yours Faithfully,

For, K. Jatin & Co., Company Secretaries

(UCN: S2017GJ508600)

. �l --'· J , - • • �UCN: - V�-tt- �

011GJ608 1>'!f '7atin H. Kapdia P 1 � � , 1 (Proprietor)

� COP:12043

61Page

Page 8: W VISHAL 11CHIRIPAL · W VISHAL • FABRICS LTD ANYONE ANYTIME ANYWHERE 11CHIRIPAL Date: 02nd October, 2019 To, BSE Limited Phirose Jeejeebhoy Towers Dalal Street, Fort. Mumbai-400001

307. Abhljyot Squam, 8/h. Olvya Bhaskar,

S. G. Highway, Ahmadabad - 380 051. Gujarat INDIA

Contact: +91-7g.4a9 44 6 55

£ • mail : csl;jco1igmaJlcorn CCJ r \NV SE .... t;";,.. ... 1 ....

REPORT OF SCRUTINIZER COMBit-rnD (ON E-VOTING & POLL)

October O l , 20 l 9

To, The Chairman,

34th Annual General Meeting of the Equity Shareholders of Vishal Fabrics Limited ("the Company") held on Monday, 30th September 2019 at 3:00 P.M. at Shanti Corporate House, Beside Hira Rupa Hall, Opposite Landmark Hotel, Bopal, Ambli Road,Ahmedabad - 380058

Ref: 34th Annual General Jvleeting held on Monday, 30th Seplember 2019.

Dear Sir,

1, Jatin Kapadia, Company Secretary, have been appointed as the Scrutinizer by the Board of Directors of Lhe Company pursuant to Section l 08 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, to conduct the electronic voting process held between Friday, September 27, 2019 {9.00 a.m.) to Sunday, September 29, 2019 (5.00 p.m.).

The Chairman of the Annual General Meeting (AGM) on Poll under the provisions of Section I 09 of Lhe Companies Act, 20 l 3 read with Rule 2 l of Lhe Companies (Management and Administration) Rules, 2014 on the Resolutions contained in Lhe Notice of the 34th AGM of the members of the Company, held on Monday, 30th September 20 l9 at 3:00 P.M. al Shanti Corporate House, Beside Hira Rupa Hall, Opposite Landmark Hotel, Bopal, Ambli Road, Ahmedabad - 380 058

Based on the dala downloaded from the Official website of the Central Depository Services (India) Limited ("CDSL") for the E-Voting process and Poll taken at AGM, I now submit combined report (E-Voting and Poll) as under:

a. Resolution No. 1:-

Re: To receive, consider and adopt the Audited Fl.nancial Statements of the Company for the ftnancial 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:

Page 9: W VISHAL 11CHIRIPAL · W VISHAL • FABRICS LTD ANYONE ANYTIME ANYWHERE 11CHIRIPAL Date: 02nd October, 2019 To, BSE Limited Phirose Jeejeebhoy Towers Dalal Street, Fort. Mumbai-400001

Number of Number of Number of Number of Toral % ofToral

members Votes Cast Members/ Votes Cast Number of Number of voted in e· (Shares) - e· Proxies voted (Shares) - Poll Vote Cast Valid Votes Voting Voting Poll Through e· Cast

Voting and Poll

29 3,30,74,894 5 L4 3,30,74,908 100%

(ii) Voted against the resolution:

1\umber of Number of Number of Number of Total % ofTotal members voted Votes Cast Members/ Votes Cast Number of Number of in C·Voting (Shares)- e- Proxies voted (Shares) Poll Vote Cast Valid Votes

Voting - Poll Through e- Cast Voting and Poll

--· -- ---- --- - ---

(iii) Invalid ,·otes:

Number of Number of Number of Number of Total Number members voted Votes Cast Members/ Votes Cast of Vote Cast in e-Voting (Shares) e- Proxies voted (Shares) - Poll Th.rough e-

Voting - Poll Voting and Poll

--- ---- __ , __ _,_ ---

b. Resolution No. 2:-

Re: To appoint a Director in place of Mr. Amit Kadmawala (DIN: 07016454), who retires by rotation and being eligible offers himself for re-appointment.

(i) Voted in favour of the resolution:

Number of Number of Number of Number of Tot.al % ofTotal

members Votes Cast �embers/ Votes Cast NLUnber of Kumber of voted in e- (Shares) e- Proxies voted - (Shares) - Poll Vote Cast Valid Votes Voting Voting Poll Through e- Cast

Voting and Poll

29 3,30,.74,894 5 14 3,30, 74,908 100%

(ii) Voted against the resolution:

Number of Number of Number of Number of TotaJ % ofTotal members vOlcd Vmes Cast Members/ VOlcs Cast Number of Kumber of in e-Voting (Shares)- e- Proxies voted (Shares) - Poll Vote Cast Valid Votes

Voting - Poll Through e- Cast Voting and Poll

---- - - ---

- -

-

\'

;....-..;;

Page 10: W VISHAL 11CHIRIPAL · W VISHAL • FABRICS LTD ANYONE ANYTIME ANYWHERE 11CHIRIPAL Date: 02nd October, 2019 To, BSE Limited Phirose Jeejeebhoy Towers Dalal Street, Fort. Mumbai-400001

(iii' Invalid votes:

Number of Number of Number of Number of Total Number members voted Votes Cast Members/ Votes Casr ofVote Cast in e-Voti.ng (Shares) e- Proxies voted (Shares1 - Poll Through e-

Voting - Poll Voting and Poll

--- ---- ---- - ---

c. Resolution No. 3:-

Re: Ra«ftcation and Approva.l of Remuneration of Cost Auditors

(i) VOLed in favour of the resolution:

Kumber of Kumbcr of Kumbcr of Kumber of Total % of Total members Votes Cast Members/ Votes Cast Number of Number of voted in e- (Shares) c- Proxies voted - (Shares) Poll Vote Cast Valid Votes Voting Vocing Poll Through e- Cast

Voting and Poll

29 3,30,74,894 5 14 3,30, 74,908 100%

(ii; Voted against the resolution:

Number of Number of Kumber of Kumber of Total % ofTotal members voted Votes Cast Members/ Votes Cast Number of Number of in e-Voting (Shares) - e- Proxies voted ( hares - Poll Vote Cast Valid Votes

Voling - Poll Through e- Cast Voting and Poll

--- ---- ---- --- -- --

(iii) Invalid votes:

Number of Number of Number of Number of Total Number members voted Votes Cast Members/ Votes Cast ofVote Cast in e-Voting (Shares) c- Proxies Yotcd (Shares) Poll Through e-

Voting - Poll Voting and Poll

--·--- --- -- ---- --

d. Resolution No. 4:-

Re: Appointment of Mr. Ravindra Bajaj (DIN: 08243855) as Whole Time Director of the Company

(i) Voted in favour of lhe resolution:

Page 11: W VISHAL 11CHIRIPAL · W VISHAL • FABRICS LTD ANYONE ANYTIME ANYWHERE 11CHIRIPAL Date: 02nd October, 2019 To, BSE Limited Phirose Jeejeebhoy Towers Dalal Street, Fort. Mumbai-400001

Number of Number of Number of Number of Total % of Total members Votes Cast Members/ Votes Cast Number of Number of voted in e- (Shares) - e- Proxies voted (Shares) Poll Vote Cast Valid Votes Voting Voting Poll Through e- Cast

Voting and Poll

29 3,30,74,894 5 14 3,30,74,908 100%

(ii) Voted against the resolution:

Number of Number of Number of Number of Total % of Total members voted Votes Cast Members/ Votes Cast Number of Kumberof in e-Voting (Shares) - e- Proxies voted (Shares) - Poll Vole Cast Valid Votes

Voting - Poll Through e- CasL Voting and Poll

- --- -- - --- ----

(iii) Invalid votes:

Number of Number of Number of Number of Total Number members voted Votes Cast Members/ Votes Cast ofVote Cast in e-Voting (Shares) e- Proxies voted (Shares) Poll Through e-

Voting -Poll Voting and Poll

- ---- --- - --

e. Resolution No. 5:-

Re: Re-Appointment of Mr. Amit Kadmawala (DIN: 07016454) as whole Tlme DI.rector of The Company.

(i) Voted in favour of the resolution:

Number of Number of Number of Number of Total % of Total members Votes Cast ?vi.embers/ Votes Cast Number of Number of voted in e- (Shares) - e- Proxies voted (Shares)-Poll Vote Cast Valid Votes Voting Voting Poll Through e- Cast

Voting and Poll

29 3,30,74,894 5 14 3,30,74,908 100%

(ii) Voted against the resolution:

Number of Kumbcr of Kumber of Number of Total % of Total members voted Votes Cast Members/ Votes Cast Number of Number of in e-Voting ( bares)- e- Proxies voted (Shares) - Poll Vote Cast Valid Votes

Voting -Poll Through e- Cast Voling and Poll

-- --- --- -- --

I " ... ----

;:_ ��

j�s

�-� , :.c � -

--

Page 12: W VISHAL 11CHIRIPAL · W VISHAL • FABRICS LTD ANYONE ANYTIME ANYWHERE 11CHIRIPAL Date: 02nd October, 2019 To, BSE Limited Phirose Jeejeebhoy Towers Dalal Street, Fort. Mumbai-400001

(iii) Invalid votes:

Number of Number of Number of Number of TotaJ Number members voted Voles Cast Ivlembers/ Votes Cast ofVoce Cast in e-Voting (Shares) e- Proxies voled (Shares) - Poll Through e-

Voting - Poll Voling and Poll

- ---- --- ---- ----

f. Resolution No. 6:-

Re: Re-Appointment of Mrs. Dhara Rupeshkumar Shah (DIN: 06983857) as Non-Executive Independent Director of The Company

(i) Voted in favour of the resolution:

Number of Numher of Number of Number of TOLal % of Total members Votes Cast Members/ Votes Cast Number of Number of voted in e- (Shares)- e- Proxies voled - (Shares) - Poll Vote Casl Valid Votes Voting Voling Poll Through e- Cast

Voling and Poll

29 3,30,74,894 5 l4 3,30,74,908 100%

(ii) Voted against Lhe resolution:

Number of Number of Number of Number of Toi.al % of Total members voted Votes Cast Members/ Votes Cast Number of Number of in e-Voling (Shares) - e- Proxies voted (Shares) - Poll Vote Cast Valid Votes

Voting - Poll Through c- Cast Voting and Poll

--- -- ---- ---- - ---

(iii) Invalid votes:

Number of Number of Number of Number of Total Number members voted Votes Cast Members/ Votes Cast ofVote Cast in e-Voting (Shares) - e- Proxies voted (Shares) - Poll Through e-

Voling - Poll Voting and Poll

-- ---- --- -- -

g. Resolution No. 7:-

Re: Re-Appointment of Mr. Shubhankar Jha (DIN: 07208823) as Non­Executive Independent Director of The Company.

(i) Voted in favour of the resolution:

Page 13: W VISHAL 11CHIRIPAL · W VISHAL • FABRICS LTD ANYONE ANYTIME ANYWHERE 11CHIRIPAL Date: 02nd October, 2019 To, BSE Limited Phirose Jeejeebhoy Towers Dalal Street, Fort. Mumbai-400001

Number of 1\umber of Number of Number of Tolal % of Total members Votes Cast Members/ Voles Cast Numher of Number of voted in e- (Shares) e- Proxies voted - ( hares) - Poll 'Vote Cast Valid Votes Voting Voting Poll Through e- Cast

Voling and PoU

29 3,30,74,894 5 14 3,30,74,908 100%

(ii) Voted against the resolution:

Number of Number of Number of Number of Total % of Total members voled Vote5 Cast Members/ Votes Cast Number of Number of in e-Voting (Shares)- e- Proxies ,·otcd (�hares' Poll Vote Cast Valid Votes

Voting - Poll Through e- Cast Voting and Poll

-- --- - ---- --- ---

(iii) Invalid votes:

Number of Number of I\umbcr of Number of Total Number members voted Votes Cast Ivlembers/ Votes Cast oIVoLe Cast in e-Voting (Shares) - e- Proxies voted {Shares) Poll Through e-

Voting - Poll Voting and Poll

- --- --- - ---

RESL"LT

As the number of votes cast in favour of the resolution was more than Lhe number of votes cast against, I report that the Resolutions with regard to Item no. I to 7 as set out in the Notice of the AGM is passed in favor of the resolution with requisite majority.

The c-Voting and poll papers and all other relevant records were sealed and handed over to the Company ecrctary authorized by the Board for safo keeping.

Thanking you,

Date: October I, 2019 Place: Ahmedabad

For, K.Jalin & Co., Company Secretaries

(UCN: S2017GJ508600)

(Proprietor) COP: 12043

Page 14: W VISHAL 11CHIRIPAL · W VISHAL • FABRICS LTD ANYONE ANYTIME ANYWHERE 11CHIRIPAL Date: 02nd October, 2019 To, BSE Limited Phirose Jeejeebhoy Towers Dalal Street, Fort. Mumbai-400001

307, Abhljyot Squaro, 8/h. Dlvya Bhaskar,

S. G Highway, Ahmadabad - 380 051. Gujarat, INDIA

Contact: �91-79-489 44 6 55

E-mail: cslijro�grnall.com

0 K JATIN &Co.

COMPANY 5cC..I E,AR,c�

REPORT OF SCRUTINIZER ONE - VOTING

To,

The Chairman,

34th Annual General Meeting of the Equity Shareholders of Vishal Fabrics Limited ("the Company") held on Monday, 30th September 2019 at 3:00 P.M. at Shanti Corporate House, Beside Hira Rupa Hall, Opposite Landmark Hotel, Bopal, Ambli Road, Ahmedabad - 380058

Ref: 34th Annual General Meeting held on Monday, 30th September 2019.

Re: Scrutinizer's Report on e-voting conducted pursuant to the provisions of Section 108 of the Companies Act, 2013 ("the Act") read with Rule 20 of the Companies (Management and Administration) Rules, 2014

Dear Sir,

I., Jatin Kapadia, Company Secretary, have been appointed as the Scrutinizer by

the Board of Directors of the Company pursuant to Section 108 of the Companies Act,

2013 read with Rule 20 of the Companies (Management and Administration) Rules,

2014, to conduct the electronic voting process held between Friday, September 27, 2019

(9.00 a.m.) to Sunday, September 29, 2019 (5.00 p.m.).

The Notice dated 13th August 2019 convening Annual General Meeting (AGM) of

the Company along with Statement setting out material facts under Section 102 of the

Companies Act, 2013 were sent to the Shareholders in respect of the below mentioned

resolution(s) to be passed at the said Annual General Meeting of the Company to be

held on Monday, 30lh September 2019 at 3:00 A.M. at Shanti Corporate House, Beside

Hira Rupa Hall, Opposite Landmark Hotel, Bopal, Ambli Road, Ahmedabad - 380 058.

Page 15: W VISHAL 11CHIRIPAL · W VISHAL • FABRICS LTD ANYONE ANYTIME ANYWHERE 11CHIRIPAL Date: 02nd October, 2019 To, BSE Limited Phirose Jeejeebhoy Towers Dalal Street, Fort. Mumbai-400001

The Company has availed the e-voting facility offered by Central Depository

Services (India) Limited ("CDSL") for conducting e-voting by the Shareholders of the

Company.

The Shareholders of the Company holding shares as on the "cut-off ' date of

Monday, 23rd September 2019, were entitled to vote on the proposed resolution(s) as set

out at item nos. 1 to 7 in the Notice of the AGM of the Company.

The voting period for e-voting commenced on Friday, September 27, 2019 (9.00

a.m.) to Sunday, September 29, 2019 (5.00 p.m.) and the CDSL e-voting platform was

blocked thereafter and the votes cast under e-voting facility were then unblocked in the

presence of following two witnesses not being in the employment of the Company:

1. Mr. Ashwin Thakor 2. Ms. Snehal Kadiya

1 have scrutinized and reviewed the voting through electronic means and votes

tendered therein based on the data downloaded from the CDSL e-voting system.

I now submit the Report as under on the result of the voting through electronic

means in respect of the said Resolutions.

a. Resolution No. 1:-

Re: To receive, consider and adopt the Audited Financial Statements

of the Company for the finandal 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:

Number of members Number of % of total number present and voting votes cast by of valid votes cast (in person or by proxy) them

29 33074894 100%

Page 16: W VISHAL 11CHIRIPAL · W VISHAL • FABRICS LTD ANYONE ANYTIME ANYWHERE 11CHIRIPAL Date: 02nd October, 2019 To, BSE Limited Phirose Jeejeebhoy Towers Dalal Street, Fort. Mumbai-400001

(ii) Voted against the resoluhon:

Number of members Number of % of total number present and voting votes cast by of valid votes cast (in person or by proxy) them

- - -

(ill) Invalid votes:

Number of members present and Number of voting (in person or by proxy) votes cast by

whose votes were declared invalid them - -

b. Resolution No. 2:-

Re: To appoint a Director in place of Mr. Amit Kadmawala (DIN: 07016454), who retires by rotation and being eligible offers himself for re-appointment.

(i) Voted in favour of the resolution;

Number of members Number of % of total number present and voting votes cast by of valid votes cast

(in person or by proxy) them

29 33074894 100%

(ii) Voted against the resolution:

Number of members Number of % of total number present and voting votes cast by of valid votes cast

(in person or by proxy) them - - -

(iii) Invalid votes:

Number of members present and Number of voting (in person or by proxy) votes cast by

whose votes were declared invalid them - -

Page 17: W VISHAL 11CHIRIPAL · W VISHAL • FABRICS LTD ANYONE ANYTIME ANYWHERE 11CHIRIPAL Date: 02nd October, 2019 To, BSE Limited Phirose Jeejeebhoy Towers Dalal Street, Fort. Mumbai-400001

c. Resolution No. 3:-

Re: Ratification and Approval of Remuneration of Cost Auditors

(i) Voted in favour of the resolution:

Number of members Number of % of total number present and voting votes cast by of valid votes cast

(in person or by proxy) them

29 33074894 100%

(ii) Voted against the resolution:

Number of members Number of % of total number present and voting votes cast by of valid votes cast

(in person or by proxy) them

- - -

(iii) Invalid votes:

Number of members present and Number of voting (in person or by proxy) votes cast by

whose votes were declared invalid them - -

d. Resolution No. 4:-

Re: Appointment of Mr. Ravf.ndra Bajaj (DIN: 08243855) as Whole Ttme Director of the Company

(i) Voted in favour of the resolution:

Number of members Number of % of total number

present and voting votes cast by of valid votes cast (in person or by proxy) them

29 33074894 100%

(ii) Voted against the resolution:

Number of members Number of % of total number

present and voting votes cast by of valid votes cast (in person or by proxy) them

- - -

Page 18: W VISHAL 11CHIRIPAL · W VISHAL • FABRICS LTD ANYONE ANYTIME ANYWHERE 11CHIRIPAL Date: 02nd October, 2019 To, BSE Limited Phirose Jeejeebhoy Towers Dalal Street, Fort. Mumbai-400001

(iii) Invalid votes:

Number of members present and Number of

voting (in person or by proxy) votes cast by

whose votes were declared invalid them - -

e. Resolution No. 5:-

Re: Re-Appointment of Mr. Amit Kadmawala (DIN: 07016454) as whole Time Director of The Company. (i) Voted in favour of the resolution:

Nun1ber of members Number of % of total number

present and voting votes cast by of valid votes cast

(in person or by proxy) them

29 33074894 100%

(ii) Voted against the resolution:

Number of members Number of % of total number

present and voting votes cast by of valid votes cast

(i

n person or by proxy) them

- - -

(iii) Invalid votes:

Number of members present and Number of

voting (in person or by proxy) votes cast by whose votes were declared invalid them

- -

f. Resolution No. 6:-

Re: Re-Appointment of Mrs. Dhara Rupeshkumar Shah (DIN: 06983857} as Non-Executive Independent Director of The Company

(i) Voted in favour of the resolution:

Number of members Number of % of total number

present and voting votes cast by of valid votes cast

(in person or by proxy) them

29 33074894 100%

Page 19: W VISHAL 11CHIRIPAL · W VISHAL • FABRICS LTD ANYONE ANYTIME ANYWHERE 11CHIRIPAL Date: 02nd October, 2019 To, BSE Limited Phirose Jeejeebhoy Towers Dalal Street, Fort. Mumbai-400001

(ii) Voted against the resolution:

Number of members Number of % of total number present and voting votes cast by of valid votes cast

(in person or by proxy) them - - -

(iii) Invalid votes:

Number of members present and Number of voting (

i

n person or by proxy) votes cast by whose votes were declared invalid them

- -

g. Resolution No. 7:-

Re: Re-Appointment of Mr. Shubha.nkar Jha (DIN: 07208823} as Non­Executt.ve Independent Director of The Company.

(i) Voted in favour of the resolution:

Number of members Number of % of total number present and voting votes cast by of valid votes cast

(in person or by proxy) them

29 33074894 100%

(ii) Voted against the resolution:

Number of members Number of % of total number present and voting votes cast by of valid votes cast

(in person or by proxy) them - - -

(iii) Invalid votes:

Number of members present and Number of voting (in person or by proxy) votes cast by

whose votes were declared invalid them - -

Page 20: W VISHAL 11CHIRIPAL · W VISHAL • FABRICS LTD ANYONE ANYTIME ANYWHERE 11CHIRIPAL Date: 02nd October, 2019 To, BSE Limited Phirose Jeejeebhoy Towers Dalal Street, Fort. Mumbai-400001

The Register, all other papers and relevant records relating to electronic voting shall remain in our safe custody until the Chairman considers, approves and signs the Minutes of the aforesaid Annual General Meeting and the same will be handed over to the Company.

Thanking you,

Date: October 01, 2019 Place: Ahmedabad

Yours Faithfully,

For, K. Jatin & Co., Company Secretaries

(UCN: S2017GJ508600)

Page 21: W VISHAL 11CHIRIPAL · W VISHAL • FABRICS LTD ANYONE ANYTIME ANYWHERE 11CHIRIPAL Date: 02nd October, 2019 To, BSE Limited Phirose Jeejeebhoy Towers Dalal Street, Fort. Mumbai-400001

The Register, all other papers and relevant records relating to electronic voting shall remain in our safe custody until the Chairman considers, approves and signs the Minutes of the aforesaid Annual General Meeting and the same will be handed over to the Company.

Thanking you,

Date: October 01, 2019 Place: Ahmedabad

Yours Faithfully,

For, K. Jatin & Co., Company Secretaries

(UCN: S2017GJ508600)

Page 22: W VISHAL 11CHIRIPAL · W VISHAL • FABRICS LTD ANYONE ANYTIME ANYWHERE 11CHIRIPAL Date: 02nd October, 2019 To, BSE Limited Phirose Jeejeebhoy Towers Dalal Street, Fort. Mumbai-400001

� VISHAL .. FABRICS LTD ANYONE ANYTIME ANYWHERE

11CHIRIPAL

In terms of Regulations 44 (3) of SEBI (Listing Obligations and Disclosure Requirement) 2015, the Results of Annual General Meeting (including E-voting) are detailed below:

Sr Particulars Details No.

1 Date of the AGM 30/09/2019

2 Total Number of Shareholders on Record Date 250

Number of Shareholders present in the Meeting either in person or through proxy :

3 12 Promoters and Promoter Group :7 Public: 5

No. of Shareholders who attend the meeting through video conferencing :0

0 Promoters and Promoter Group : Public :0

Corporate Office : Registered Address :

Shanti Corporate House. Nr. Hira Rupa Hall. Bopal-Ambli Rd, Bopal, Ahmedabad - 380058, Gujarat. India.

Ranipur, Narol road. Ahmedabad - 382405, Gujarat. India.

Ph: +91 635970176316359701796

[email protected] I [email protected] I www.vishalfabricsltd.com I CIN : Ll7110GJ1985PLC008206

'if @ tJ DOil /vishaldenim

---- -- -- -- - ---------- -- - ---------- - ----- ---____ ---- - ----------=-==----------------__ -=�--=

Page 23: W VISHAL 11CHIRIPAL · W VISHAL • FABRICS LTD ANYONE ANYTIME ANYWHERE 11CHIRIPAL Date: 02nd October, 2019 To, BSE Limited Phirose Jeejeebhoy Towers Dalal Street, Fort. Mumbai-400001

1. TO RECEIVE, CONSIDER AND ADOPT THE AUDITED FINANCIAL STATEMENTS OF

THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2019, TOGETHER

WITH THE REPORTS OF THE BOARD OF DIRECTORS AND THE AUDITORSTHEREON.

Resolution Required: (Ordinary/Special) Ordinary

Whether Promoter/ Promoter Groups are

No interested in Agenda/

Resolution?

Mode No of No of % of shares

Number Number % of votes in % of votes

Particulars of shares votes polled on

of votes of votes favour on polled in outstanding

voting held polled shares

in favour against votes polled against

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

E- 29648651 99.08

29648651 0 100 0

PROMOTER voting

AND 29920985 0 PROMOTER Poll 0 0 0 0 0

GROUP Postal Ballot

0 0 0 0 0 0

Sub 29920985 29648651 99.08

29648651 0 100 0

Total

E-0 0 0 0 0 0

votinq PUBLIC

Poll 0 0 0 0 0 0 0 INSTITUTIONS

Postal 0 0 0 0 0 0

Ballot

Sub 0 0 0 0 0 0 0

Total

E- 3426243 24.49

3426243 0 100 0

votino PUBLIC-NON

Poll 13992349

14 0 14 0 100 0 INSTITUTIONS

Postal 0 0 0 0 0 0

Ballot

Sub 13992349 3426257 24.49

3426257 0 100 0

Total

GRAND 43913334 33074908 75.31

33074908 0 100 0

TOTAL

Page 24: W VISHAL 11CHIRIPAL · W VISHAL • FABRICS LTD ANYONE ANYTIME ANYWHERE 11CHIRIPAL Date: 02nd October, 2019 To, BSE Limited Phirose Jeejeebhoy Towers Dalal Street, Fort. Mumbai-400001

2. TO APPOINT A DIRECTOR IN PLACE OF MR. AMIT KADMAWALA (DIN: 07016454),WHO RETIRES BY ROTATION AND BEING ELIGIBLE OFFERS HIMSELF FOR RE­APPOINTMENT.

Resolution Required: (Ordinary/Special) Ordinary

Whether Promoter/ Promoter Groups are No interested in Agenda/

Resolution?

Mode No of No of % of shares

Number Number % of votes in % of votes

Particulars of shares votes polled on

of votes of votes favour on polled in outstanding

voting held polled shares

in favour against votes polled against

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

E- 29648651 99.08

29648651 0 100 0

PROMOTER voting

AND Poll

29920985 0

PROMOTER 0 0 0 0 0

GROUP Postal Ballot

0 0 0 0 0 0

Sub 29920985 29648651 99.08

29648651 0 100 0

Total

E-0 0 0 0 0 0

votina PUBLIC

Poll 0 0 0 0 0 0 0 INSTITUTIONS

Postal 0 0 0 0 0 0

Ballot

Sub 0 0 0

Total 0 0 0 0

E- 13992349 3426243 24.49

3426243 0 100 0

votina PUBLIC-NON

Poll 14 0 14 0 100 0 INSTITUTIONS

Postal 0 0 0 0 0 0

Ballot

Sub 13992349 3426257 24.49

Total

3426257 0 100 0

GRAND 43913334 33074908 75.31

TOTAL

33074908 0 100 0

Page 25: W VISHAL 11CHIRIPAL · W VISHAL • FABRICS LTD ANYONE ANYTIME ANYWHERE 11CHIRIPAL Date: 02nd October, 2019 To, BSE Limited Phirose Jeejeebhoy Towers Dalal Street, Fort. Mumbai-400001

3. RATIFICATION AND APPROVAL OF REMUNERATION OF COST AUDITORS

Resolution Required: (Ordinary/Special) Ordinary

Whether Promoter/ Promoter Groups are

No interested in Agenda/

Resolution?

Mode No of No of % of shares

Number Number % of votes in Particulars of shares votes

polled on of votes of votes favour on

voting held polled outstanding

in favour against votes polled shares

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

E- 29648651 99.08

29648651 0 100

PROMOTER voting

AND Poll

29920985 0 PROMOTER 0 0 0 0

GROUP Postal Ballot

0 0 0 0 0

Sub 29920985 29648651 99.08

29648651 0 100

Total

E-0 0 0 0 0

votina PUBLIC

Poll 0 0 0 0 0 0 INSTITUTIONS

Postal 0 0 0 0 0

Ballot

Sub 0 0 0 0 0 0

Total

E- 13992349 3426243 24.49

3426243 0 100

votina PUBLIC-NON

Poll 14 0 14 0 100 INSTITUTIONS

Postal 0 0 0 0 0

Ballot

Sub 13992349 3426257 24.49

3426257 0 100

Total

GRAND 43913334 33074908 75.31

33074908 0 100

TOTAL

% of votes polled in against

7=(5/2)*100

0

0

0

0

0

0

0

0

0

0

0

0

0

Page 26: W VISHAL 11CHIRIPAL · W VISHAL • FABRICS LTD ANYONE ANYTIME ANYWHERE 11CHIRIPAL Date: 02nd October, 2019 To, BSE Limited Phirose Jeejeebhoy Towers Dalal Street, Fort. Mumbai-400001

4. APPOINTMENT OF MR. RA VINDRA BAJAJ (DIN: 08243855) AS WHOLE TIMEDIRECTOR OF THE COMPANY.

Resolution Required: (Ordinary/Special) Ordinary

Whether Promoter/ Promoter Groups are

No interested in Agenda/

Resolution?

Mode No of No of % of shares

Number Number % of votes in % of votes Particulars of shares votes

polled on of votes of votes favour on polled in

outstanding voting held polled

shares in favour against votes polled against

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

E- 29648651 99.08

29648651 0 100 0

PROMOTER voting

AND 29920985

PROMOTER Poll 0 0 0 0 0 0

GROUP Postal Ballot

0 0 0 0 0 0

Sub 29920985 29648651 99.08

29648651 0 100 0

Total

E-0 0 0 0 0 0

votinQ PUBLIC

Poll 0 0 0 0 0 0 0 INSTITUTIONS

Postal 0 0 0 0 0 0

Ballot

Sub 0 0 0 0 0 0 0

Total

E- 13992349 3426243 24.49

3426243 0 100 0

votino PUBLIC-NON Poll 14 0 14 0 100 0

INSTITUTIONS Postal

0 0 0 0 0 0 Ballot

Sub 13992349 3426257 24.49

3426257 0 100 0

Total

GRAND 43913334 33074908 75.31

33074908 0 100 0

TOTAL

Page 27: W VISHAL 11CHIRIPAL · W VISHAL • FABRICS LTD ANYONE ANYTIME ANYWHERE 11CHIRIPAL Date: 02nd October, 2019 To, BSE Limited Phirose Jeejeebhoy Towers Dalal Street, Fort. Mumbai-400001

5. RE-APPOINTMENT OF MR. AMIT KADMAWALA (DIN: 07016454) AS WHOLE TIMEDIRECTOR OF THE COMPANY.

Resolution Required: (Ordinary/Special) Ordinary

Whether Promoter/ Promoter Groups are

No interested in Agenda/ Resolution?

Mode No of No of % of shares

Number Number % of votes in % of votes Particulars of shares votes

polled on of votes of votes favour on polled in

voting held polled outstanding

in favour against votes polled against shares

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

E- 29648651 99.08

29648651 0 100 0

PROMOTER voting

AND Poll

29920985 0 PROMOTER 0 0 0 0 0

GROUP Postal Ballot

0 0 0 0 0 0

Sub 29920985 29648651 99.08

29648651 0 100 0 Total

E-0 0 0 0 0 0 voting

PUBLIC Poll 0 0 0 0 0 0 0 INSTITUTIONS

Postal 0 0 0 0 0 0 Ballot

Sub 0 0 0 0 0 0 0 Total

E- 13992349 3426243 24.49

3426243 0 100 0 voting

PUBLIC-NON Poll 14 0 14 0 100 0 INSTITUTIONS Postal

0 0 0 0 0 0 Ballot

Sub 13992349 3426257 24.49

3426257 0 100 0 Total

GRAND 43913334 33074908 75.31

33074908 0 100 0 TOTAL

Page 28: W VISHAL 11CHIRIPAL · W VISHAL • FABRICS LTD ANYONE ANYTIME ANYWHERE 11CHIRIPAL Date: 02nd October, 2019 To, BSE Limited Phirose Jeejeebhoy Towers Dalal Street, Fort. Mumbai-400001

6. RE-APPOINTMENT OF MRS. OHARA RUPESHKUMAR SHAH (DIN: 06983857) ASNON-EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY.

Resolution Required: (Ordinary/Special) Special

Whether Promoter/ Promoter Groups are

No interested in Agenda/

Resolution?

Mode No of No of % of shares

Number Number % of votes in % of votes Particulars of shares votes

polled on of votes of votes favour on polled in

outstanding voting held polled

shares in favour against votes polled against

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

E- 29648651 99.08

29648651 0 100 0

PROMOTER voting

AND Poll

29920985 0 0 0 0 0

PROMOTER 0

GROUP Postal Ballot

0 0 0 0 0 0

Sub 29920985 29648651 99.08

29648651 0 100 0

Total

E-0 0 0 0 0 0

votinq PUBLIC

Poll 0 0 0 0 0 0 0 INSTITUTIONS

Postal 0 0 0 0 0 0

Ballot

Sub 0 0 0 0 0 0 0

Total

E- 13992349 3426243 24.49

3426243 0 100 0

voting PUBLIC-NON

Poll 14 0 14 0 100 0 INSTITUTIONS

Postal 0 0 0 0 0 0

Ballot

Sub 13992349 3426257 24.49

3426257 0 100 0

Total

GRAND 43913334 33074908 75.31

33074908 0 100 0

TOTAL

Page 29: W VISHAL 11CHIRIPAL · W VISHAL • FABRICS LTD ANYONE ANYTIME ANYWHERE 11CHIRIPAL Date: 02nd October, 2019 To, BSE Limited Phirose Jeejeebhoy Towers Dalal Street, Fort. Mumbai-400001

7. RE-APPOINTMENT OF MR. SHUBHANKAR JHA (DIN: 07208823) AS NON­EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY.

Resolution Required: (Ordinary/Special) Special

Whether Promoter/ Promoter Groups are No interested in Agenda/

Resolution?

Mode No of No of % of shares

Number Number % of votes in % of votes

Particulars of shares votes polled on

of votes of votes favour on polled in outstanding

voting held polled shares

in favour against votes polled against

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

E- 29648651 99.08

29648651 0 100 0

PROMOTER voting

AND Poll

29920985 0 PROMOTER 0 0 0 0 0

GROUP Postal Ballot

0 0 0 0 0 0

Sub 29920985 29648651 99.08

29648651 0 100 0

Total

E-0 0 0 0 0 0

votinq PUBLIC

Poll 0 0 0 0 0 0 0 INSTITUTIONS

Postal 0 0 0 0 0 0

Ballot

Sub 0 0 0 0 0 0 0

Total

E- 13992349 3426243 24.49

3426243 0 100 0

votinq PUBLIC-NON Poll 14 0 14 0 100 0

INSTITUTIONS Postal

0 0 0 0 0 0 Ballot

Sub 13992349 3426257 24.49

3426257 0 100 0

Total

GRAND 43913334 33074908 75.31

33074908 0 100 0

TOTAL