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RPSG VENTURES LIMITED AGM Information 2021

Aug 19, 2021

61311_rns_2021-08-19_88f2bf0e-39d4-4303-b784-cf6e6054ad83.pdf

AGM Information

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SEC: JC: 197

National Stock Exchange of India Limited Exchange Plaza, 5th Floor, Plot No. C/1, G- Block, Bandra - Kurla Complex, Bandra (East), Mumbai - 400 051 SCRIP CODE: RPSGVENT

August 19, 2021

BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 SCRIP CODE: 542333

Dear Sirs,

Sub: Proceedings of the Fourth Annual General Meeting (AGM) held on Wednesday, August 18, 2021 and Voting Results.

Pursuant to Regulation 30, Part - A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Regulations), we enclose the summary of proceedings of the Fourth AGM of the Company held on Wednesday, August 18, 2021 ("Annexure-1").

Further pursuant to Regulation 44(3) of the SEBI Regulations, we are submitting herewith the

declaration of the Voting Results along with the Consolidated Scrutinizer's Report, marked as

"Annexure- II". The said results are also being uploaded on the Company's website.

Kindly take the above in your record.

Y urs fa"t fully, Fo RPS Ven ures Limited

Sudip Kr. ' hosh Company Secretary

Encl: a/a

Annexnre-I

Summary of the proceedings of the Fourth Annual General Meeting (AGM)

A. Date, time and venue of the AGM

The Fourth Annual General Meeting of the Company was held on Wednesday, August 18, 2021, through Video Conferencing (VC)/Other Audio-Visual Means (OAVM) and all the business as set out in the Notice dated June 16, 2021 were transacted. The Meeting commenced at 03.00 p.m. (IST) and concluded at 03.40 p.m. (IST).

B. Proceedings in brief:

  • Dr. Sanjiv Goenka, Chairman of the Board, was in the Chair in accordance with Article 85 of the Articles of Association of the Company.
  • 51 members attended the meeting out of which 13 members were represented by their authorized representatives at the above AGM.
  • The quorum being present, the Chairman declared the Meeting open and welcomed the members.
  • The Chairman then advised the Company Secretary to brief the members some of the basic rules relating to the AGM. The Company Secretary, inter-alia, stated the following:
  • a. The Auditor's Report on the Accounts of the Company did not have any qualification(s), observation(s) or comments.
  • b. The Company had provided the facility to the members to cast their votes through e-voting
  • c. Registers and documents as statutorily required to be maintained remained accessible electronically for inspection during the continuance of the Meeting.
  • d. Questions & Answers session for the registered speaker members commenced after all the Resolutions in the Notice were tabled.
  • In terms of the Notice dated June 16, 2021 convening the AGM of the Company, the following items of business were placed for members consideration and approval:

Item
No.		 Details of the Agenda Resolution
reauired
1 Consideration and adoption of (a) the audited financial statements of the
Company for the financial year ended March 3 1, 2021 and the reports of the
Board of Directors and Auditors thereon; and (b) the audited consolidated
financial statements of the Company for the financial year ended March 31,
2021 and the reo01t of Auditors thereon.		 Ordinary
2 Annointment of Mr. Shashwat Goenka, who retires bv rotation, as a Director. Ordinarv
  • Chairman then invited the pre-registered shareholders for their comments and observations. Chairman replied to them suitably.
  • Chairman thereafter announced that the voting results of both the Resolutions would be announced within two working days from the conclusion of the meeting and would also be posted on the Company's website (www.rpsgventuresltd.com) and website of NSDL. The same would also be displayed on the Notice Board at the registered office of the Company.
  • He thereafter thanked the members for attending the AGM and concluded the same with vote of thanks.

Voting by members:

  • The remote e-voting period began on Saturday, August 14, 2021 at 9.00 a.m. IST and had closed on Tuesday, August 17, 2021 at 5.00 p.m. IST.
  • The Company had provided remote e-voting facility to its members to cast votes electronically on both the items of business set out in the Notice. The facility to vote at the meeting, on both these items of business set out in the Notice, through electronic voting system, was also made available to the members who participated in the meeting and had not cast their votes through remote e-voting.

Note:

This letter does not constitute minutes of the proceedings of the Fourth Annual General Meeting of the Company.

Yours faithfully, Fo entures Limited

Su ip Kr. Company Secretary

ANNEXURE-11

Fourth Annual General Meeting (AGM) of RPSG Ventures Limited

Details of Voting Results

Sr. Particulars Details
No.
I. DateofAGM Au!ll.lst 18, 2021
2. Total no. of shareholders on record date
on August 11, 2021
(Book closure date-August 11, 2021 to
August 18, 2021, both days inclusive)		 44164
3. No. of shareholders attended the meeting
through Video Conferencing:
Promoter & Promoter Group:
Public:		 11
40
4. Mode of Voting E-voting
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!_1etary

"PODDAR COURT" 18, Rabindra Sarani Gate no. 1, 3rd Floor, Room No. 331, Kolkata • 700001

({) : 033-46031517 E-mail : [email protected] [email protected]

SCRUTINIZER'S REPORT- COMBINED

[Pursuant to Section 108of the Companies Act, 2013 read with Rule 20of the Companies (Management and Administration) Rules, 2014 and subsequent amendments thereon]

To,

The Chairman RPSGVENTURES LIMITED(Formerly known as CESC Ventures Limited) CESC House, Chowringhee Square, Kolkata- 700001

Combined Scrutinizer's Report on Remote E-Voting in terms of Section 108 of the Companies Act, 2013 {'the Act') read with Rule 20 of the Companies {Management and Administration) Rules, 2014 {and subsequent amendments thereon)andVoting through Electronic Voting System at the date of AGM ("Instapoll") at the Fourth Annual General Meeting {AGM)of RPSG Ventures Limited(formerly known as CESC Ventures Ltd), held on 18th August, 2021 at 03:00 P.M. through Video Conferencing ("VC") / Other Audio Visual Means {"OAVM"l

I, Manoj Prasad Shaw, Company Secretary in Practice having membership no. FCS: 5517, CP: 4194 ,Proprietor of Manoj Shaw & Co. was appointed by the Board of Directors of RPSG VENTURES LIMITED ("the Company")as the Scrutinizer for the purpose of scrutinizing the Remote E-voting and Instapoll, made available to those shareholders who attended the AGM and did not cast their votes through Remote E-voting process, in a fair and transparent manner and ascertaining the requisite majority carried out, as per the provision of Sectionl08of the Companies Act,2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014and subsequent amendments thereon and Regulation 44(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and subsequent amendment thereon, at the 4th Annual General Meeting (AGM) of the Company, in respect of the resolutions contained in the Notice convening the said AGM for approval of the members therein.

The Management of the Company is responsible to ensure the compliance with the requirements of the Companies Act, 2013 and Rules made thereon and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015,and subsequent amendments thereon, relating to voting through electronic means on the resolutions contained in the Notice of the said AGM.

My responsibility as a scrutinizer for the Instapoll and Remote E-voting process is restricted to ensure that the voting process is conducted in a fair and transparent manner and to make a Scrutinizer's Report for the votes cast "In Favour" or "Against" the resolutions as stated in the Notice of the said AGM, based on the report generated from the e-voting system provided by NSDL, the authorized Agency to provide e-voting facility, engaged by the Company.

In this regard, I submit my report as hereunder:-

    1. The Company had provided facility of casting vote to the members of the Company through electronic means.
    1. The Remote e-voting period remained open from Saturday, 14thAugust, 2021 (09:00 a.m. IST) and ended on Tuesday, 17th August, 2021, (5:00 p.m. 1ST).
    1. The members of the Company holding shares as on Cut-off date i.e. l lth August, 2021 were entitled to vote on the Resolutions as set out in the Notice.
    1. The Company had followed the process as required under Rule 20 of the Companies (Management and Administration) Rules 2014 and subsequent amendments thereon, in respect of providing voting through electronic means.
    1. Fifteen minutes after the conclusion of the Fourth AGM through VC / OAVM, I unblocked the votes cast through Instapoll and remote e-voting, in the presence of two witnesses who were not in employment of the Company as well as of the Registrar & Transfer Agent of the Company and e-voting result/ list of equity shareholders who have voted "IN FAVOUR" and "AGAINST" were downloaded from the e-voting website of National Securities Depository Limited (NSDL) i.e. www.evoting.nsdl.com.
    1. The particulars of all the votes cast through e- voting process have been recorded in a register separately maintained for the purpose.
    1. The combined results of voting i.e. remote e-voting and voting through electronic voting system (Instapoll), through e-voting services provided by NSDL is as hereunder:-

ORDINARY BUSINESS:

Item No.1- Ordinary Resolution

To consider and adopt:

a. audited financial statements for the financial year ended 31 March, 2021 and Reports of the Board of Directors and the Auditors thereon; and

b. audited consolidated financial statements for the financial year ended 31 March, 2021 and Reports of the Auditors thereon:

Remote e-';oting E-voting at the AGM
(lnstapoll)		 Consolidated voting results
Number
of
members
who
voted		 Number of
shares for
which
votes cast		 Number
of
members
who voted		 Number
of shares
for which
votes cast		 Total
number of
members
who voted		 Total
number of
shares for
which
votes cast		 Percentage of votes to
total number of valid
votes cast
Voted in favour of
the resolution		 175 16671613 2 701 177 16672314 99.9997
Voted against the
resolution		 s 42 0 0 5 42 0.0003
Invalid votes 0 0 0 0 0 0 0
Total 180 16671655 2 701 182 16672356 100

Item No.2- Ordinary Resolution

Appointment of Mr. Shashwat Goenka (Director Identification Number: 03486121) who retires by rotation and, being eligible, offers himself for re-appointment:

Remote c-voting E-voting at the AGM
l!nstanolll		 Consolidated voting results
Number
of
members
who
voted		 Number of
shares for
which
votes cast		 Number
of
members
who voted		 Number
of shares
for which
votes cast		 Total
number of
members
who voted		 Total
number of
shares for
which
votes cast		 Percentage of votes to
total number of valid
votes cast
Voted in favour of
the resolution		 170 16667366 2 701 172 16668067 99.9743
Voted against the
resolution		 II 4293 0 0 II 4293 0.0257
Invalid votes 0 0 0 0 0 0 0
Total 181 16671659 2 701 183 16672360 100

All the relevant records have been handed over to the Company Secretary of the Company as authorized by the Board of Directors in this behalf for safe keeping.

Yours faithfully,

Date: 18.08.2021 Place: Kolkata

For Manoj Shaw & Co. (Manoj Prasad Shaw) (Scrutinizer) (FCS-5517; CP-4194) UDIN: F005517C000802137

WI1NESS I:

WI1NESS2:

(ABHISHEK PAL)

(PRIYANKAMOHATA)

ounter-sif :J:~ FOR RPSG VENT RES I\~" (Sud umar hash) Company Se retary

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