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Indag Rubber Ltd. Declaration of Voting Results & Voting Rights Announcements 2022

Jul 29, 2022

62275_rns_2022-07-29_19a9b1d2-aa6d-4ca6-8e7a-bc15371aecf4.pdf

Declaration of Voting Results & Voting Rights Announcements

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July 29, 2022

BSE Limited (Company code-1321) Phiroze Jeejeebhoy Towers, (Scrip code-509162) Dalal Street, Mumbai-400001

Sub.: Voting Results and Scrutinizer's Report on Voting of the 43rd Annual General Meeting held on July 28, 2022.

As per the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company had provided remote evoting and e-voting facility (during AGM) to its members on the business transacted at the 43rd Annual General Meeting (AGM) of the Company held on Thursday, July 28, 2022 at IST 03:00 P.M. through Video Conferencing (VC)/Other Audio Video Means (OAVM).

The Company had appointed Mr. Kanishk Arora, Practicing Company Secretary as the scrutinizer for the remote e-voting and e-voting facility at the AGM. As per the Scrutinizer's Report, all resolutions as set out in the Notice of 43rd Annual General Meeting have been duly approved by the members of the Company.

Please find attached voting results and the Scrutinizer's Report on voting held through e-voting for the 43rd AGM of the Company.

You are requested to kindly take above information on your records.

Yours faithfully, For Indag Rubber Limited

Manali D. Bijlani Company Secretary

Encl: as above

Details of voting results of the Annual General Meeting of Indag Rubber Limited

Date of the AGM/ EGM 28-Jul-22
Total number of Shareholders on cut off date (21.07.2022) 6,974
No. of shareholders present in the meeting either in person or through proxy
Promoters and Promoter Group NA
Public
No. of Shareholders attended the meeting through Video Conferencing (VC)/ Other Audio Visual
Means (OAVM).
Promoters and Promoter Group 8
Public 98

Agenda wise disclosure:

Resolution No. 1.

Adoption of Audited standalone and consolidated financial statements of the company for the financial year ended March 31, 2022.

Resolution Required : (Ordinary / Special) Ordinary
Whether Promoter / Promoter Group are interested in the agenda No
/resolution
Category Mode of Voting No. of shares held No. of votes polled % of Votes Polled on No. of Votes – in No. of Votes – % of Votes in favour % of Votes against
outstanding shares favour against on votes polled on votes polled
(1) (2) (3)=[(2)/(1)]*100 (4) (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100
E-voting 1,92,52,750 1,92,52,750 100% 1,92,52,750 - 100% -
Promoter and Promoter Group Poll - - - - - -
Postal Ballot N.A
Total 1,92,52,750 1,92,52,750 100% 1,92,52,750 - 100% -
E-voting 8,02,959 6,51,524 81.1404% 6,51,524 - 100% -
Public – Institutional holders Poll - - - - - -
Postal Ballot N.A
Total 8,02,959 6,51,524 81.1404% 6,51,524 - 100% -
E-voting 61,94,291 4,13,592 6.6770% 4,13,326 266 99.9357% 0.0643%
Public-Non Institutions Poll - - - - - -
Postal Ballot N.A
Total 61,94,291 4,13,592 6.6770% 4,13,326 266 99.9357% 0.0643%
Total 2,62,50,000 2,03,17,866 77.4014% 2,03,17,600 266 99.9987% 0.0013%
Details of Invalid Votes
Category No. of Votes
Promoter and Promoter Group -
Public Insitutions -
Public - Non Insitutions -

Resolution No. 2.
Declaration of the Final Dividend and confirmation of payment of Interim Dividend for the financial year 2021-2022.
Resolution Required : (Ordinary / Special) Ordinary
Whether Promoter / Promoter Group are interested in the agenda No
/resolution
Mode of Voting
Category		 No. of shares held No. of votes polled % of Votes Polled on No. of Votes – in No. of Votes – % of Votes in favour % of Votes against
outstanding shares favour against on votes polled on votes polled
(1) (2) (3)=[(2)/(1)]*100 (4) (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100
E-voting 1,92,52,750 1,92,52,750 100% 1,92,52,750 - 100% -
Poll - - - - - -
Promoter and Promoter Group Postal Ballot N.A
Total 1,92,52,750 1,92,52,750 100% 1,92,52,750 - 100% -
E-voting 8,02,959 6,51,524 81.1404% 6,51,524 - 100% -
Public – Institutional holders Poll - - - - - -
Postal Ballot N.A
Total 8,02,959 6,51,524 81.1404% 6,51,524 - 100% -
E-voting 61,94,291 4,13,592 6.6770% 4,13,326 266 99.9357% 0.0643%
Poll
Public-Non Institutions
Postal Ballot		 - - - - - -
N.A
Total 61,94,291 4,13,592 6.6770% 4,13,326 266 99.9357% 0.0643%
Total 2,62,50,000 2,03,17,866 77.4014% 2,03,17,600 266 99.9987% 0.0013%
Details of Invalid Votes
No. of Votes
-
-
-
Resolution No. 3.
Re-appointment of Mr. Uday Harsh Khemka (DIN-00323609) who retires by rotation.
Resolution Required : (Ordinary / Special) Ordinary
Whether Promoter / Promoter Group are interested in the agenda Yes
Category Mode of Voting No. of shares held No. of votes polled % of Votes Polled on No. of Votes – in No. of Votes – % of Votes in favour % of Votes against
outstanding shares favour against on votes polled on votes polled
(1) (2) (3)=[(2)/(1)]*100 (4) (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100
E-voting 1,92,52,750 79,72,740 41.4109% 79,72,740 - 100% -
Poll - - - - - -
Promoter and Promoter Group Postal Ballot N.A
Total 1,92,52,750 79,72,740 41.4109% 79,72,740 - 100% -
E-voting 8,02,959 6,51,524 81.1404% 6,51,524 - 100% -
Public – Institutional holders Poll - - - - - -
Postal Ballot N.A
Total 8,02,959 6,51,524 81.1404% 6,51,524 - 100% -
E-voting 61,94,291 4,13,592 6.6770% 4,13,296 296 99.9284% 0.0716%
Poll 0.000% - - -
Public-Non Institutions Postal Ballot N.A
Total 61,94,291 4,13,592 6.6770% 4,13,296 296 99.9284% 0.0716%
Total 2,62,50,000 90,37,856 34.4299% 90,37,560 296 99.9967% 0.0033%
Details of Invalid Votes
Category No. of Votes
Promoter and Promoter Group 1,12,80,010
Public Insitutions -
Public - Non Insitutions -

Resolution No. 4.

Re-appointment of Khanna & Annadhanam, Chartered Accountants (FRN. 001297N) as the Statutory Auditors of the Company for the second term of 5 consecutive years and fix their remuneration.
Resolution Required : (Ordinary / Special) Ordinary
Whether Promoter / Promoter Group are interested in the agenda 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		 % of Votes against
on votes polled
(1) (2) (3)=[(2)/(1)]*100 (4) (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100
E-voting 1,92,52,750 1,92,52,750 100% 1,92,52,750 - 100% -
Promoter and Promoter Group Poll - -
-		 - - -
Postal Ballot N.A
Total 1,92,52,750 1,92,52,750 100% 1,92,52,750 - 100% -
E-voting 8,02,959 6,51,524 81.1404% 6,51,524 - 100% -
Poll - -
-		 - - -
Public – Institutional holders Postal Ballot N.A
Total 8,02,959 6,51,524 81.1404% 6,51,524 - 100% -
E-voting 61,94,291 4,13,592 6.6770% 4,13,325 267 99.9354% 0.0646%
Public-Non Institutions Poll - -
-		 - - -
Postal Ballot N.A
Total 61,94,291 4,13,592 6.6770% 4,13,325 267 99.9354% 0.0646%
Total 2,62,50,000 2,03,17,866 77.4014% 2,03,17,599 267 99.9987% 0.0013%
Details of Invalid Votes
Category No. of Votes
Promoter and Promoter Group -
Public Insitutions -
Public - Non Insitutions -

Resolution No. 5.

Fixation of the remuneration of the Cost Auditors of the company for the FY 2022-2023

Resolution Required : (Ordinary / Special) Ordinary
Whether Promoter / Promoter Group are interested in the agenda No
Category Mode of Voting No. of shares held No. of votes polled % of Votes Polled on No. of Votes – in No. of Votes – % of Votes in favour % of Votes against
outstanding shares favour against on votes polled on votes polled
(1) (2) (3)=[(2)/(1)]*100 (4) (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100
E-voting 1,92,52,750 1,92,52,750 100% 1,92,52,750 - 100% -
Promoter and Promoter Group Poll - - - - - -
Postal Ballot N.A
Total 1,92,52,750 1,92,52,750 100% 1,92,52,750 - 100% -
E-voting 8,02,959 6,51,524 81.1404% 6,51,524 - 100% -
Public – Institutional holders Poll - - - - - -
Postal Ballot N.A
Total 8,02,959 6,51,524 81.1404% 6,51,524 - 100% -
E-voting 61,94,291 4,13,592 6.6770% 3,91,673 21,919 94.7003% 5.2997%
Public-Non Institutions Poll - - - - - -
Postal Ballot N.A
Total 61,94,291 4,13,592 6.6770% 3,91,673 21,919 94.7003% 5.2997%
Total 2,62,50,000 2,03,17,866 77.4014% 2,02,95,947 21,919 99.8921% 0.1079%
Details of Invalid Votes
Category No. of Votes
Promoter and Promoter Group -
Public Insitutions -
Public - Non Insitutions -

Resolution No. 6.

Approval of the partial modification of the earlier resolution for payment of Commission to Directors other than the Managing Director/Whole-Time Director.

Resolution Required : (Ordinary / Special) Ordinary
Whether Promoter / Promoter Group are interested in the agenda Yes
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		 % of Votes against
on votes polled
(1) (2) (3)=[(2)/(1)]*100 (4) (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100
E-voting 1,92,52,750 79,72,740 41.4109% 79,72,740 - 100% -
Promoter and Promoter Group Poll -
-		 - - - -
Postal Ballot N.A
Total 1,92,52,750 79,72,740 41.4109% 79,72,740 - 100% -
E-voting 8,02,959 6,51,524 81.1404% - 6,51,524 100% 100%
Public – Institutional holders Poll -
-		 - - - -
Postal Ballot N.A
Total 8,02,959 6,51,524 81.1404% - 6,51,524 - 100%
E-voting 61,94,291 4,13,592 6.6770% 3,89,343 24,249 94.1370% 5.8630%
Poll - - - - - -
Public-Non Institutions Postal Ballot N.A
Total 61,94,291 4,13,592 6.6770% 3,89,343 24,249 94.1370% 5.8630%
Total 2,62,50,000 90,37,856 34.4299% 83,62,083 6,75,773 92.5229% 7.4771%
Details of Invalid Votes
Category No. of Votes
Promoter and Promoter Group 1,12,80,010
Public Insitutions -
Public - Non Insitutions -

SCRUTINIZER'S REPORT

To, Chairman cum Managing Director / CEO and Whole-time Director Indag Rubber Limited Khemka House, 11 Community Centre, Saket, New Delhi-110017.

Scrutinizer's Report on: -

  • voting done through remote e-voting conducted between Monday, 25th July, 2022 (09:00 $i)$ A.M.) to Wednesday, 27th July, 2022 (05:00 P.M.) and;
  • E-voting done through Video Conferencing ("VC")/ other Audio-Visual Means $\mathbf{ii}$ ("OAVM") at the Forty Third Annual General Meeting ("AGM") of the Members of Indag Rubber Limited held on Thursday, 28th July, 2022 at 03:00 P.M. IST

Dear Sir,

I, Kanishk Arora, Company Secretary in Practice, appointed as Scrutinizer(s) for the purpose of voting done through remote e-voting and E-voting done through Video Conferencing ("VC")/ other Audio-Visual Means ("OAVM") at the Forty Third Annual General Meeting held on Thursday, 28th July, 2022 at 03:00 P.M. IST, hereby submit my report as under:

I submit my report as under:

1. Remote E-Voting:

1.1 The Company has mailed notices to all the members of the Company on Monday 04th day of July, 2022 through E-mails.

1.2 Remote E-voting facility was provided to the members of the company whose names appear on the Register of Members as on Thursday, 21st day of July, 2022 being the record date fixed for the purpose to exercise their right to vote in respect of the resolutions to be passed at Forty-Third Annual General Meeting.

Page 1 of 11

Office: 208, IInd Floor, Ganga Chamber, 6A/1 WEA, Above Union Bank ATM, Karol Bagh, New Delhi-110005. Ph: 011-45049331; Mob.: +91-9873128780 E-mail: [email protected].

1.3 Remote E-voting period commenced on Monday, 25th July, 2022 (09:00 A.M.) to Wednesday, 27th July, 2022 (05:00 P.M.). Thereafter the portal was disabled by NSDL for remote e-voting.

1.4 After the closure of the remote e-voting (which was available till Wednesday, $27th$ July, 2022 (05:00 P.M.) and E-Voting done during the 43rd AGM, a final report of the consolidated e-voting was generated by me on Thursday 28th July, 2022 through the NSDL e-voting website, https://www.evoting.nsdl.com in the presence of Mr. Roshan Kumar and Mrs. Roshni Mishra, both of whom are not in employment of the company. They have signed below in confirmation of the votes being unblocked in their presence:

Roshan Kumar

Loshni

Roshni Mishra

This space has been intentionally left blank

Page 2 of 11

2. COMBINED RESULTS OF THE REMOTE E-VOTING AND E-VOTING AT THE 43RD ANNUAL GENERAL MEETING DONE THROUGH VIDEO CONFERENCING ("VC")/ OTHER AUDIO-VISUAL MEANS ("OAVM"):

Ordinary Business I.

Item No. 1

Ordinary Resolution No. 1: To receive, consider and adopt:

  • a) the Audited Standalone Financial Statement(s) as on 31st March, 2022 along with reports of the Board of Directors and Auditors.
  • b) the Audited Consolidated Financial Statement(s) as on 31st March, 2022 along with report of the Auditors.
  • Voted in Favour of the Resolution: $i)$
Particulars of
No.		 Members No. of votes cast % of total No. of
who voted by them Valid Votes Cast
Remote E-voting 124 20317556 99.9985
at the
E-voting		 6 44 0.0002
AGM
Total 130 20317600 99.9987

Voted against the Resolution: $\overline{ii}$ )

Particulars of
No.
who voted		 by them Members No. of votes cast % of total No. of
Valid Votes Cast
Remote E-voting 266 0.0013
the
E-voting at		 -
AGM
Total 11 266 0.0013

Invalid Votes: $iii)$

Particulars Total number of members whose Total number
votes were declared invalid		 $\bullet$ of
votes cast by them
Remote E-voting $\overline{\phantom{a}}$
E-voting at the -
AGM
Total -

Ordinary Resolution No. 2: To declare the Final Dividend and confirm payment of Interim Dividend for the Financial Year 2021-22.

Particulars No. of Members No. of votes cast % of total No. of
who voted by them Valid Votes Cast
Remote E-voting 124 20317556 99.9985
E-voting at the $\vert 6 \vert$
AGM		 44 0.0002
Total 130 20317600 99.9987

$i)$ Voted in Favour of the Resolution:

Voted against the Resolution: $\mathbf{ii}$

Particulars No.
who voted		 of Members No. of votes cast % of total No. of
by them		 Valid Votes Cast
Remote E-voting 11 266 0.0013
E-voting at
the
AGM		 ÷ $\overline{\phantom{0}}$
Total l 1 266 0.0013

$iii)$ Invalid Votes:

Particulars Total number of members whose Total number
votes were declared invalid votes cast by them
Remote E-voting $\qquad \qquad \blacksquare$
E-voting at
the
AGM
Total - $\overline{\phantom{0}}$

Page 4 of 11

Ordinary Resolution No. 3: To appoint a director in place of Mr. Uday Harsh Khemka (DIN-00323609) who retires by rotation and being eligible. Offers himself for reappointment.

  • Particulars No. of Members No. of votes cast % of total No. of who voted by them Valid Votes Cast Remote E-voting 119 9037560 99.9962 E-voting at the 6 44 0.0005 AGM Total 125 9037604 99.9967
  • $i)$ Voted in Favour of the Resolution:

$\mathbf{ii}$ Voted against the Resolution:

Particulars $\mathbf{N}$ o.
of		 Members No. of votes cast $\frac{1}{10}$ of total No. of
who voted by them Valid Votes Cast
Remote E-voting 12 296 0.0033
E-voting at the $\vert$ -
AGM
Total 296 0.0033

Invalid Votes: iii)

Particulars Total number of members whose Total number of
votes were declared invalid votes cast by them
Remote E-voting $\overline{4}$ 11280010
E-voting at the $\vert$ -
AGM
Total 11280010

Page 5 of 11

Ordinary Resolution No. 4: To reappoint Khanna & Annadhanam, Chartered Accountants (FRN. 001297N) as the Statutory Auditors of the Company for the second term of 5 consecutive years and fix their remuneration.

Particulars No. of Members No. of votes cast % of total No. of
who voted by them Valid Votes Cast
Remote E-voting 123 20317555 99.9985
E-voting at the $6$
AGM		 44 0.0002
Total 129 20317599 99.9987

i) Voted in Favour of the Resolution:

$\mathbf{ii}$ Voted against the Resolution:

Particulars No. of Members No. of votes cast % of total No. of
who voted by them Valid Votes Cast
Remote E-voting 12 267 0.0013
E-voting at the $\vert$ -
AGM		 $\overline{\phantom{0}}$
Total 12 267 0.0013

Invalid Votes: iii)

Particulars Total number of members whose Total of
number
votes were declared invalid votes cast by them
Remote E-voting $\overline{\phantom{a}}$
the
E-voting
at
AGM
Total -

Page 6 of 11

Special Business II.

Item No. 5

Ordinary Resolution No. 5: Fixation of Remuneration of Shome & Banerjee, Cost Auditors of the Company for the Financial Year 2022-23.

Particulars No. of Members No. of votes cast % of total No. of
who voted		 by them Valid Votes Cast
Remote E-voting 122 20295903 99.8919
E-voting at the
AGM		 -6 44 0.0002
Total 128 20295947 99.8921

Voted in Favour of the Resolution: $i)$

Voted against the Resolution: $\mathbf{ii}$

Particulars of
No.
who voted		 Members No. of votes cast % of total No. of
by them		 Valid Votes Cast
Remote E-voting 13 21919 0.1079
E-voting at the $\vert$ -
AGM
Total 13 21919 0.1079

iii) Invalid Votes:

Particulars Total number of members whose Total
votes were declared invalid		 of
number
votes cast by them
Remote E-voting $\overline{\phantom{a}}$
E-voting at the
AGM
Total $\blacksquare$

Page 7 of 11

Ordinary Resolution No. 6: To approve partial modification of the earlier resolution for payment of Commission to Directors other than the Managing Director/Whole-Time Director.

Voted in Favour of the Resolution: $i)$

Particulars No. of Members No. of votes cast % of total No. of
who voted by them Valid Votes Cast
Remote E-voting 114 8362039 92.5224
E-voting at the $\vert 6 \vert$ 44 0.0005
AGM
Total 120 8362083 92.5229

Voted against the Resolution: $\mathbf{ii}$

Particulars No. of Members No. of votes cast % of total No. of
who voted by them Valid Votes Cast
Remote E-voting 17 675773 7.4771
E-voting at the $\vert$ -
AGM
Total 17 675773 7.4771

Invalid Votes: iii)

Particulars Total number of members whose Total
votes were declared invalid		 of
number
votes cast by them
Remote E-voting 11280010
E-voting at the $\vert$ -
AGM
Total 11280010

Page 8 of 11

3. The Consolidation of the aforesaid results is given as under:

Item No. 1

Ordinary Resolution No. 1: To receive, consider and adopt:

  • a) the audited Standalone Financial Statement(s) as on 31st March, 2022 along with reports of the Board of Directors and Auditors.
  • b) the audited Consolidated Financial Statement(s) as on 31st March, 2022 along with report of the Auditors.
Particulars $E-$
Remote
Voting		 E-voting at the Total
AGM		 Percentage $(\% )$
Assent .24 130 99.9987
Dissent - 0.0013

Results-Resolution was passed with requisite majority.

Item No. 2

Ordinary Resolution No. 2: To declare the Final Dividend and confirm payment of Interim Dividend for the Financial Year 2021-22.

Particulars E-Voting E-voting at the Total Percentage (%)
AGM
Assent 24 130 99.9987
Dissent $\overline{\phantom{a}}$ 0.0013

Results- Resolution was passed with requisite majority.

Item No. 3

Ordinary Resolution No. 3: To appoint a director in place of Mr. Uday Harsh Khemka (DIN-00323609) who retires by rotation and being eligible. Offers himself for reappointment.

Particulars E-Voting E-voting at the Total
AGM		 Percentage $(\% )$
Assent 125 99.9967
Dissent . L 12 0.0033

Results-Resolution was passed with requisite majority.

Page 9 of 11

Ordinary Resolution No. 4: To reappoint Khanna & Annadhanam, Chartered Accountants (FRN-001297N) as the Statutory Auditors of the Company for the second term of 5 consecutive years and fix their remuneration.

h

E-Voting $\perp$ E-voting at the Total Percentage $(\%)$
Particulars AGM 129 99.9987
Assent
D:const		 123 $\qquad \qquad \blacksquare$ $\overline{\phantom{a}}$
14		 0.0013

Dissent

Results- Resolution was passed with requisite majority.

Item No. 5

Ordinary Resolution No. 5: Fixation of Remuneration of Shome & Banerjee, Cost Auditors of the Company for the Financial Year 2022-23.

Particulars Remote $E - E$ -voting at the
AGM		 Total Percentage $(\% )$
Voting 128 99.8921
Assent 22 13 0.1079
Dissent $\sqrt{2}$ $\bullet$ .

Results-Resolution was passed with requisite majority.

Item No. 6

Ordinary Resolution No. 6 To approve partial modification of the earlier resolution for payment of Commission to Directors other than the Managing Director/Whole-Time Director.

E- E-voting at the Total Percentage $(\% )$
Remote
Particulars Voting AGM
114 120 92.5229
Assent 7.4771
Dissent -

Results- Resolution was passed with requisite majority.

Page 10 of 11

Notes:

  1. A soft copy of the list of equity shareholders who voted "FOR", "AGAINST" and those whose votes were declared invalid for each resolution has been emailed to the Compliance Officer of the Company.

You may accordingly declare the results of the voting done through remote E-voting and E-Voting at AGM.

Thanking You.

Yours Faithfully.

ora & Co. For Co. Ka

Scrutinizer

KANIS

Company Secretary M.No.: 9575 COP No.: 13253

M. No. 9575 CoP No. 13253 Peer Review No: 1202/2021 Firm Registration No. S2014DE256300

Date: 28th July, 2022 Place: New Delhi UDIN: F009575D000704709

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