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GFL LIMITED Declaration of Voting Results & Voting Rights Announcements 2022
61605_rns_2022-12-15_61c9257e-d91a-4ab2-902d-12fbe2e504fb.pdf
Declaration of Voting Results & Voting Rights Announcements
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Registered office: 7th Floor, Ceejay House, Dr. Annie Besant Road, Worli, Mumbai – 400 018 CIN: L65100MH1987PLC374824 Tel. No.: +91- 22 4032 3851 Fax No.: +91- 22 4032 3191 Website: www.gfllimited.co.in Email ID: [email protected]
15th December, 2022
To, BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai 400 001 Scrip code: 500173
Dear Sir,
National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex Bandra (E), Mumbai 400 051 Symbol: GFLLIMITED
Sub.: Declaration of Voting Results in respect of Resolution passed through Postal Ballot-Notice dated 3rd November, 2022.
Ref.: Regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).
This is further to our letter dated 14th November, 2022, submitting Postal Ballot Notice for seeking approval of the members of the Company by the way of Ordinary Resolution for Re-classification of Persons forming part of the "Promoter and Promoter Group Category" to "Public category".
In respect of above, the Remote e-voting period was commenced on Wednesday, 16th November, 2022 at 9.00 a.m. (IST) and ended on Thursday, 15th December, 2022 at 5.00 p.m. (IST).
The resolution placed through Postal Ballot Notice was passed by the Members with the requisite majority and deemed as passed on the last date of e-voting i.e. Thursday, 15th December, 2022.
In this regard, we hereby enclose herewith the following:
| Voting results of the postal ballot pursuant to Regulation 44 of the Listing | Annexure 1 |
|---|---|
| Regulations | |
| The Scrutinizer Report dated 15th December, 2022 pursuant to Section 108 of the | Annexure 2 |
| Companies Act, 2013 read with Rule 20 of the Companies (Management and | |
| Administration) Rules, 2014 |
The above Voting Results will also be available on the website of the Company www.gfllimited.co.in and website of Central Depository Services (India) Limited (CDSL) at www.evotingindia.com.
You are requested to take the same on record.
Yours faithfully,
For GFL Limited
DIVYA SHRIMALI Digitally signed by DIVYA SHRIMALI Date: 2022.12.15 20:01:40 +05'30'
Divya Shrimali Company Secretary and Compliance Officer
Encl.: as above
GFL LIMITED
Registered office: 7th Floor, Ceejay House, Dr. Annie Besant Road, Worli, Mumbai- 400 018 CIN: L65100MH1987PLC374824 •Tel.No.: +91- 22 4032 3851 • Fax No.: +91- 22 4032 3191 Website: \ '\ .Q.nl i111 ilccl.c .in • Email ID: con1a l(aegfllimitctl.c .in
ANNEXUREt
| Date of AGM/ EGM | Not applicable (Resolution passed through Postal |
|---|---|
| Ballot on 15th December, 2022) | |
| Record / Cut-off Date | 9th November, 2022 |
| Total No. of Shareholders on Record Date | 22,581 |
| No of Shareholder present in the meeting either | |
| in person or proxy: | |
| Promoter and Promoters group - |
Not Applicable (Resolution passed through Postal |
| Public - |
Ballot) |
| No of shareholders attending through video | |
| conferencing | |
| - Promoter and Promoters group |
Not Applicable (Resolution passed through Postal |
| - Public |
Ballot) |
| No. of resolution passed in the meeting | 1 |
GFL LIMITED
Registered office: 7th Floor, Ceejay House, Dr. Annie Besant Road, W orli, Mumbai - 400 018 CIN: L65100MH1987PLC374824 •Tel.No.: +91- 22 4032 3851 • Fax No. : +91- 22 4032 3191 Website: www.gfllimitc<l.co.in • Email ID: contact(£i.igfllimitcd.co.in
| Resolution N 0.1 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Resolution Required : (Ordinary) | Re-classification of Persons forming part of the "Promoter and Promoter Group Category" to "Public category" |
||||||||
| Whether promoter/ promoter group are interested in the agenda/resolution? |
Yes | ||||||||
| Category | Mode of Voting | No.of shares held |
No.of votes oolled |
% ofVotes Polled on outstanding shares |
No.of Votes- in favour |
No.of Votes- Against |
% of Votes in favour on votes oolled |
% ofVotes against on votes oolled |
|
| [1] | [2] | [3] ={[2]/[1]} *100 |
[4] | [5] | [6]={[4]/[2]}100 [7]={[5]/[2]}100 | ||||
| Promoter | E-Voting | 75492611 | 2g16449g | 38.6323 | 2g1644gg | 0 | 100.0000 | 0.0000 | |
| and | Poll | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
| Promoter | Postal Ballot | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
| Group | Total | 29164499 | 38.6323 29164499 | 0 | 100.0000 | 0.0000 | |||
| E-Voting | 6865086 | 2s50781 | 37.1s58 | 2480307 | 70474 | 97.2372 | 2.7628 | ||
| Public | Poll | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
| Institutions Postal Ballot | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||
| Total | 2550781 | 37,1558 | 2480307 | 70474 | 97.2372 | 2.7628 | |||
| E-Voting | sog710 | 1.8.i:_4 | so6171 | 3S3Q | 99.3057 | 0.6943 | |||
| Public Non | Poll | 27492303 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |
| Institutions Postal Ballot | 0 | 0.0000 | 0 | 0 | 0.0000 | .0000 0 |
|||
| Total | 509710 | 1.854 | 506171 | ~~3() | 99.3057 | 0.6943 | |||
| Total | 109850000 32224990 | 2(),3354 | 32150()77 | 74013 | 99.7703 | 0.2297 | |||
| Wliether Resolution is Pass or not Yes |
ANNEXURE-2
Ref: 1603/2022-23
SCRUTINIZER'S REPORT
[Pursuant to Section 108 & 110 of the Companies Act, 2013 and Rule 20 & 22 of the Companies (Management and Administration) Rules, 2014]
To, The Chairman, GFL Limited CIN: L65100MH1987PLC374824 th Floor, Ceejay House, Dr. Annie Besant Road, Worli, Mumbai - 400018, Maharashtra, India.
Dear Sir,
Sub: Scrutinizer's Report on postal ballot voting by way of remote voting by electronic means in respect of passing of the resolution set-out in the notice dated November 3, 2022 through Postal Ballot
I, Dhrumil M. Shah, Practicing Company Secretaries, have been appointed as Scrutinizer by the Board of Directors of GFL Limited (hereinafter called as "the Company"), pursuant to Section 108 and 110 of the Companies Act, 2013 ("the Act") read with Rule 20 & 22 of the Companies (Management and Administration) Rules, 2014, ("the Rules") as amended from time to time for the purpose of scrutinizing the Postal Ballot voting conducted by way of remote e-voting process ("e-voting") in a fair and transparent manner on the resolution contained in the postal ballot notice dated November 3, 2022 ("Notice") issued in accordance with the Act and Rules read with General Circulars Nos. 14/2020, 17/2020, 22/2020, 33/2020, 39/2020, 10/2021 , 20/2021 , 3/2022 dated April 8, 2020, April 13, 2020, June 15, 2020, September 28, 2020, December 31 , 2020, June 23, 2021 , December 8, 2021 and May 5, 2022 respectively issued by the Ministry of Corporate Affairs (hereinafter collectively referred to as "MCA Circulars"), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended ("SEBI Listing Regulations"}, Secretarial Standard on General Meetings ("SS-2") issued by the Institute of Company Secretaries of India ("ICSI")
The management of the Company is responsible to ensure compliance with the requirements of:
- (i) the Act and the Rules made thereunder;
- (ii) the MCA Circulars; and
- (iii) the SEBI Listing Regulations
The management of the Company is responsible for ensuring a secured framework and robustness of the electronic voting systems.
~=~ s ,,..-""'MW ~~ponsibility as a Scrutinizer was restricted to scrutinize the e-voting process, in d transparent manner and to prepare a Scrutinizer's Report of the votes cast r and against the resolution stated in the Notice. My report is based on
410, A Wing, Neelkanth Business Park, Vidhyavihar (West), Mumbai - 400086 022-79699314 / M : 8355819305 • [email protected] • www.dmshah.in
verification of data and reports generated from the voting system provided by Central Depository Services (India) Limited ("CDSL"), the Agency authorized under the Rules and engaged by the Company to provide e-voting facility.
The Members of the Company as on the "cut-off' date as set out in the Notice i.e. Wednesday, November 9, 2022 were entitled to vote on the resolution set out in the Notice and their voting rights were in proportion to their shareholding in the paid-up equity share capital of the Company as on the cut-oft date.
The remote e-voting commenced on 09.00 a.m. on Wednesday, November 16, 2022 onwards till 05.00 p.m. on Thursday, December 15, 2022.
The votes cast during the remote e-voting were unblocked on Thursday, December 15, 2022 around 05.02 P .M. after the conclusion of e-voting period for Postal Ballot in the presence of two witnesses who are not in the employment of the Company.
Votes casted by the members through remote e-voting, were reconciled with the records maintained by the Registrar and Transfer Agent of the Company i.e. Link lntime India Private Limited ("RTA") and authorizations lodged with the Company.
I now submit herewith the Scrutinizer's Report on the results of the remote e-voting for postal ballot, based on the report generated by CDSL, in respect of the following resolution as under:
SPECIAL BUSINESS:
ITEM NO. 1 - ORDINARY RESOLUTION
Re-classification of Persons forming part of the "Promoter and Promoter Group Category" to "Public category"
i. Voting "in favour" of resolution
| Number of Members | Number of valid votes | of total of % number |
|---|---|---|
| cast | valid votes cast | |
| 79 | 3,21 ,50,977 |
99.77 |
ii. Voting "against" the resolution
| Number of Members | Number of valid votes cast |
of total % of number valid votes cast |
|---|---|---|
| 16 | 74,013 | 0.23 |
iii. Invalid Votes
CP: 8
| S!-f. | Total | number of Members | whose | Total number of votes cast | |||
|---|---|---|---|---|---|---|---|
| Company | votes were declared invalid | ||||||
| 3ecf ri s |
0 | 0 | |||||
| · FCS |
All electronic data and relevant records relating to e-voting shall remain in my safe custody until the Chairman considers, approves and signs the minutes of the Postal Ballot and thereafter, the same shall be handed over to the Chairman I Company Secretary of the Company for safe keeping.
Based on the aforesaid results, you may accordingly declare the result of postal ballot through e-voting.
FOR DHRUMIL M SHAH & CO. UDIN: F008021 D002728521
Place: Mumbai Date: December 15, 2022 ·~-~- ' Dhrumil M. Shah Practicing Company Secretary CP 8978; FCS 8021
Countersigned by For GFL Limited
PR 995/2020
DIVYA SHRIMALI Digitally signed by
DIVYA SHRIMALI Date: 2022.12.15 20:00:49 +05'30'
Divya Shrimali Company Secretary & Compliance Officer