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GFL LIMITED Declaration of Voting Results & Voting Rights Announcements 2022

Sep 27, 2022

61605_rns_2022-09-27_163deb8d-6901-4d16-9323-0735765d4471.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]

27th September, 2022

To, The Secretary BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai 400 001 Scrip code: 500173

Dear Sir,

The Secretary 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 Resolutions passed at the 35th Annual General Meeting (AGM) of the Company held on Monday, 26th September, 2022 at 12:00 noon through Video Conferencing ("VC")/ Other Audio Visual Means ("OAVM").

Ref.: Regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

We would like to inform you that the 35th Annual General Meeting (AGM) of the Company was held on Monday, 26th September, 2022 at 12:00 noon through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") facility in compliance with the applicable provisions of the Companies Act, 2013 read with Rules made thereunder, circular(s) issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India for transacting the business(es) mentioned in the AGM Notice dated 5th August, 2022 convening the AGM.

In compliance with provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules 2014, as amended and Regulation 44 of the Listing Regulations, as amended and aforesaid MCA Circular, the Company had provided facility of remote e-voting to its Members as well as e-voting during the AGM in respect of the business to be transacted at the AGM.

Mr. Dhrumil M. Shah, Practicing Company Secretary (FCS No.: 8021: CP: 8978) ("the Scrutinizer") has scrutinized and reviewed the votes cast by the Members through remote e-voting prior to the date of AGM as well as through e-voting process during the AGM on the resolutions at Item No. 1 to 3 of the Notice of the AGM and submitted his consolidated report today i.e. 27th September, 2022.

In this regard, we hereby enclose herewith the following:

Voting results of the AGM pursuant to Regulation 44 of the Listing Regulations Annexure 1
Consolidated Report of the Scrutinizer dated 27th September, 2022 on remote
e - Voting and electronic voting at the AGM
Annexure 2

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: 2022.09.27 13:37:12 +05'30'

Divya Shrimali Company Secretary and Compliance Officer

Encl.: as above

Registered office: 7th Floor, Ceejay House, Dr. Annie Besant Road, Worli, Mumbai-400 018 CIN: L65100MHI987PLC374824 • Tel.No.: +91- 22 4032 3851 • Fax No.: +91- 22 4032 3191 Website: ww • .i!:lllimitccl.~o.in • Email ID: conract(tl'gflli miled.co.in

ANNEXUREt

DateofAGM Monday, 26th September, 2022
Total No. of Shareholders on Record Date 21,762
No. of shareholders present 54
No of Shareholder present in the meeting either in
person or proxy:
Promoter and Promoters group
-
Public
-
Not Applicable
No of shareholders attending through video
conferencing
Promoter and Promoters group
-
Public
-
Promoter and Promoters group- 3
Public- 51

Details of Resolutions and results thereof:

Item
No.
Brief Description [rype of
!Busin e sses and Voting
Rf':solntion
Required
Manner of Results
1 Adoption of Audited Standalone and Ordinary Business Remote e-voting Passed with
Consolidated Financial Statements of the requiring Ordinary prior & during
Company for the Financial Year ended Resolution
31st March, 2022 and reports of the
Board of Directors and Independent
Auditors thereon.
k\GM requisite
majority
2 Re-appointment of Mr. Siddharth Jain Ordinary Business Remote e-voting Passed with
(DIN: 00030202) as Director of the requiring Ordinary prior & during
Company, retiring by rotation and being
eligible, offers himself for re-appointed.
Resolution k\GM requisite
majority
3 To appoint Statutory Auditors of the Ordinary Business Remote e-voting Passed with
Company and to fix their remuneration.
requiring Ordinary prior & during
Resolution
AGM requisite
majority

Registered office: 7th Floor, Ceejay House, Dr. Annie Besant Road, Worli, Mumbai - 400 018 CIN: L65100MHl987PLC374824 •Tel.No.: +91-22 4032 3851 • Fax No.: +91- 22 4032 3191 Website: www.gfllimitcd.co.in • Email ID: contact(ti\gfllimitcd.co.in

Resolution No.1
Resolution Required : (Ordinary) Adoption of Audited Standalone and consolidated Financial Statements for the Financial Year ended 31st
March, 2022 and Reports of the Board of Directors and Independent Auditors thereon
interested in the agenda/resolution? Whether promoter/ promoter group are No
Category Mode of
Voting
No.of
shares held
No. of votes
polled
% ofVotes
Polled on
outstanding
shares
No.of
Votes-in
favour
No.of
Votes-
A~ainst
%ofVotesin
favour on
votes polled
% ofVotes
against on
votes polled
[1] [2] [3]={[2]/[1]}
*100
[4] [5] [6]={[4]/[2]}*
100
[7]={[5]/[2]
}*100
Promoter . E-Voting 7S492611 100.0000 75492611 0 100.0000 0.0000
and Poll 0 0.0000 0 0 0.0000 0.0000
Promoter Postal Ballot 75492611 0 0.0000 0 0 0.0000 0.0000
Group Total 75492611 100.0000 75492611 0 100.0000 0.0000
E-Voting 2~.i:.0781 36.5086 2~~0781 0 100.0000 0.0000
Public Poll 0 0.0000 0 0 0.0000 0.0000
Institutions Postal Ballot 6986789 0 0.0000 0 0 0.0000 0.0000
Total 2!i50781 :l6.5086 2550781 0 100.0000 0.0000
E-Voting 1704088 6.2260 17o~i:;~7 i:;i:;1 99.9677 0.0323
Public Non Poll 27370600 0 0.0000 0 0 0.0000 0.0000
Institutions Postal Ballot 0 0.0000 0 0 0.0000 0.0000
Total 1704088 6.2260 170~~~7 !;;!;;1 99.9677 0.0323
Total 109850000 79747480 72,!i()67 7q746g2g 5!i1 99.9993 0.0007
Whether Resolution is Pass or not Yes

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.gfllimitcJ.co.in • Email ID: contacl(1i!gfllimitcd.co.in

Resolution No.2
Resolution Required : (Ordinary) Re-appointment of Mr. Mr. Siddharth Jain (DIN: 00030202) as Director of the Company
in the agenda/resolution? Whether promoter/ promoter group are interested No
Category Mode of Voting No. of shares held No.of
votes
polled
% ofVotes
Polled on
outstanding
shares
No.of
Votes -in Votes-
favour
No.of
Against
% ofVotesin
favour on
votes polled
% ofVotes
against on
votes polled
[1] [2] [3] ={[2]/[1]}
*100
[4] [5] [6]={[4]/[2]}
*100
[7]={[5]/[2]}
*100
Promoter E-Voting 75492611 100.0000 754g2611 .0 100.0000 0.0000
and
Promoter
Poll 75492611 0 0.0000 0 0 0.0000 0.0000
Postal Ballot 0 0.0000 0 0 0.0000 0.0000
Group Total 75492611 100.0000 75492611 0 100.0000 0.0000
E-Voting 2.s_so781 36.508E 2480307 70474 97.2~72 2.7628
Public Poll 6986789 0 0.0000 0 0 0.0000 0.0000
Institutions Postal Ballot 0 0.0000 0 0 0.0000 0.0000
Total 25so781 36.5086 2480307 70474 97.2372 2.7628
E-Voting 1704088 6.2260 170~~1."i 773 g9.9_s46 0.0454
Public Non Poll 0 0.0000 0 0 0.0000 0.0000
Institutions Postal Ballot 27370600 0 0.0000 0 0 0.0000 0.0000
Total 1704088 6.2260 1703315 773 99.9546 0.0454
Total 109850000 79747480 72.5967 79676233 71247 99.9107 0.0893
Whetl:er Resolution is Pass or not Yes

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.g1llimitcd.co.in • Email ID: contact(1i,gfllimitcd.co.in

Resolution No.3
Resolution Required : (Ordinary) To appoint Statutory Auditors of the Company and to fix their remuneration
the a2:enda/resolution? Whether promoter/ promoter group are interested in No
Category Mode of Voting
No of
shares held
No. of votes
polled
% of Votes
Polled on
outstanding
shares
No.of
Votes -in
favour
No.of
Votes-
Against
% of Votes in
favour on
votes polled
% ofVotes
against on
votes polled
. [1] [2] [3]={[2]/[1]}
*100
[4] [5] [6]={[4]/[2]}
*100
[7]={[5]/[2]}
*100
E-Voting 7s4g2611 100.0000 7c:;492611 0 100.0000 0.0000
Promoter
and
Poll 0 0.0000 0 0 0.0000 0.0000
Promoter
Group
Postal Ballot 75492611 0 0.0000 0 0 0.0000 0.0000
Total 75492611 100.0000 75492611 0 100,0000 0.0000
E-Voting 2550781 36.5086 2c:;_c:;0781 0 100.0000 0.0000
Public Poll 0 .0000
0
0 0 0.0000 0.0000
Institutions Postal Ballot 6986789 0 .0000
0
0 0 0.0000 .0000
0
Total 2550781 36.5086 2550781 0 100.0000 0.0000
E-Voting 1704088 .2260
6
1703c:;~7 551 gg.9677 0.0323
Public Non Poll 27370600 0 0.0000 0 0 0.0000 0.0000
Institutions Postal Ballot 0 0.0000 0 0 .0000
0
.0000
0
Total 1704088 6.2260 1703fi~7 551 99.9677 0.0323
Total 109850000 79747480 72.5967 79746929 551 99.9993 0.0007
Whether Resolution is Pass or not Yes

DHRUMIL M. SHAH &.. CO.

Practising Company Secretaries

Ref: 951/2022-23

CONSOLIDATED SCRUTINIZER'S REPORT

[Pursuant to Section 108 of the Companies Act, 2013 and Rule 20 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,

'1'' () 0

Sub: Consolidated Scrutinizer's· Report of e-voting conducted for the 35th Annual General Meeting ("AGM") of GFL Limited ('the Company') held on Mond_ay, September 26, 2022 at 12:00 Noon (1ST) through Video Conferencing ('VC')

I, Dhrumil M. Shah, Practicing Company Secretary, have been appointed as Scrutinizer by the Board of Directors of GFL Limited ('the Company') pursuant to Section 108 of the Companies Act, 2013 ("the Act") read with rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, and in accordance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the purpose of monitoring the e-voting process (remote e-voting and e-voting during AGM), in respect of resolutions proposed in the Notice of the 35th AGM of the Company ..

The Management of the Company is responsible for ensuring compliance with the requirements of the Companies Act, 2013 and the Rules thereunder ("the Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time ("SEBI Listing _egulations") relating to e-voting by the shareholders on the resolutions proposed -._'v ~- • e;. otice of the AGM of the Company.

410, A Wing, Neelkanth Business Park, Vidhyavihar (West), Mumbai - 400086 022-79699314 / M: 8355819305 • [email protected] • www.dmshah.in

My responsibility as a Scrutinizer was restricted to scrutinize the e-voting process, in a fair and transparent manner and to prepare a consolidated scrutinizer's report of the votes cast in favour and against the resolutions stated in the Notice of AGM , based on the reports generated from the e-voting system provided by the Central Depository Services (India) Limited ("CDSL"), the service provider.

The shareholders of the Company holding shares as on "cut-off' date i.e. Monday, September 19, 2022 were entitled to vote on the resolutions as set out in the Notice of the AGM and their voting rights were in proportion to their shareholding in the paid-up equity share capital of the Company as on the cut-off date.

The remote e-voting commenced on 9:00 a.m. (1ST) on Friday, September 23, 2022 and concluded at 5:00 p.m. (1ST) on Sunday, September 25, 2022.

At the AGM of the Company held on Monday, September 26, 2022, the facility to vote through electronic voting system was provided to facilitate voting for those Members who were present at the Meeting through VC but could not participate in the remote e-voting to record their votes as set-out in the Notice of the AGM

After the closure of the e-voting at the AGM, the votes cast through e-voting at the AGM and through remote e-voting were unblocked on Monday, September 26, 2022 around 12:33 P.M. in the presence of two witnesses who are not in the employment of the Company after the conclusion of the AGM.

I have scrutinized and reviewed the votes cast through remote e-voting and e-voting during the AGM based on the data downloaded from the CDSL's e-voting system.

I now submit the Consolidated Scrutinizer's Report on the results of the remote evoting and e-voting during the AGM, based on the reports generated by CDSL, in respect of the following resolutions as under:

Ordinary Business:

Item No. 1 - Ordinary Resolution

  • a) Adoption of Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2022, the reports of the Board of Directors and Independent Auditors thereon.
  • b) Adoption of Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2022 and report of the Independent Auditors thereon.

i. Voting "in favour" of resolution

Number of Members Number of valid votes % of total number of
cast by them valid votes cast
118 7,97,46,929 99.9993%

ii. Voting "against" the resolution

Number of Members Number of valid votes % of total number of
cast by them valid votes cast
2 551 0.0007%

iii. Invalid Votes

Total number of members whose votes Total number of votes cast by them
were declared invalid
0 0

Item No. 2 - Ordinary Resolution

Re-appointment of Mr. Siddharth Jain (DIN: 00030202), who retires by rotation and being eligible, offers himself for re-appointment.

i. Voting "in favour" of resolution

Number of Members Number of valid votes
cast by them
% of total number of
valid votes cast
109 7,96,76,233 99.9107%

11. Voting "against" the resolution

Number of Members Number of valid votes
cast by them
% of total number of
valid votes cast
11 71 ,247 0.0893%

iii. Invalid Votes

Total number of members whose votes Total number of votes cast by them
were declared invalid
0 0

Item No. 3 - Ordinary Resolution

Appointment of M/s. Patankar & Associates, Chartered Accountants, Pune (Firm Registration No. 107628W) as Statutory Auditors of the Company in place of retiring Statutory Auditors, M/s Kulkarni and Company, Chartered Accountants (Fi1111'~ Registration No.: 140959W) to hold office for a term of 5 (five) consecutive years starting from the conclusion of this 35th Annual General Meeting until the conclusion of the 40th Annual General Meeting of the Company.

i. Voting "in favour" of resolution

Number of Members Number of valid votes
cast by them
% of total number of
valid votes cast
118 7,97,46,929 99.9993%

ii. Voting "against" the resolution

Number of Members Number of valid votes % of total number of
cast by them valid votes cast
2 551 0.0007%

iii. Invalid Votes

ny . ,;;:-.\ n,•~ 1t1, -, } 'I 1~ ( ,, , ;: 'I ..r

·-

Total number of members whose votes Total number of votes cast by them
were declared invalid
0 0

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 35ih AGM and thereafter, the same shall be handed over to the Chairman / Company Secretary for safe keeping.

Based on the above inforniation, you may accordingly declare the result of e-voting.

Place: Mumbai Date: 27th September 2022 FOR DHRUMIL M SHAH & CO. UD : F008021D001052999

JI.L . I Jt::. I ,vJ ~~ ,.... .

mil M. Shah Practicing Company Secretary FCS 8021; CP 8978 PR 995/2020

Countersigned by For GFL Limited

Divya Shrimali Company Secretary & Compliance Officer