REGD. & CORPORATE OFFICE Ador House, 6, K. Dubash Marg, Fort, 3or Mumbai - 400 001-16 India. G.P.O. BoxNo. 1546 Phone —: (022) 2284 2525 / 6623 9300 , Fax : (022) 2287 3083 Email: [email protected]\ Website : www.adorwelding.com AD Oo i WE LE l IN G Lud Mi ITE DD CorporateIdentity No: L70100MH1951PLC008647 AWL/SEC/SE/2019-20 27" July, 2019 BSE LTD. NATIONAL STOCK EXCHANGE OF INDIA LTD. Phiroze Jeejeebhoy Towers, Exchange Plaza, C - 1, Block G, 01°Floor, Dalal Street, Bandra-Kurla Complex, Fort, Bandra (East), Mumbai - 400 023. Mumbai - 400 051. CompanyScrip Code: 517041 CompanyScrip Code: ADORWELD Dear Sirs, Sub: Outcome of the 66" Annual General Meeting (AGM) We wish to inform you that 66° Annual General Meeting (AGM) of our Company was held on Friday, 26" July, 2019 commenced at 11:00 am and concluded at 02:15 pm. In the said meeting, the business mentioned in the Notice of the AGM dated 16" May, 2019 was transacted. In view of above please find enclosed herewith the following:- 1. Voting results of the business transacted at the said AGM, as required under Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015, as AnnexureI. 2. Report of the Scrutinizer dated 27" July, 2019 pursuant to Section 108 of the Companies Act, 2013 and Rule 20(4)(xii) of the Companies (Management and Administration) Rules, 2014 as AnnexureII. The above documents are also being uploaded on the Company’s website at www.adorwelding.com. We hereby request you to take this on record and acknowledge its receipt. Thanking you, Yours Sincerely, For ADOR WELDING LIMITED V. M. BHIDE COMPANY SECRETARY Encl.: As above REGD. & CORPORATE OFFICE Ador House, 6, K. Dubash Marg, Fort, 3or Mumbai - 400 001-16 India. G.P.O. BoxNo. 1546 Phone —: (022) 2284 2525 / 6623 9300 , Fax : (022) 2287 3083 Email: [email protected]\ Website : www.adorwelding.com AD Oo i WE LE l IN G Lud Mi ITE DD CorporateIdentity No: L70100MH1951PLC008647 AWL/SEC/SE/2019-20 27" July, 2019 BSE LTD. NATIONAL STOCK EXCHANGE OF INDIA LTD. Phiroze Jeejeebhoy Towers, Exchange Plaza, C - 1, Block G, 01°Floor, Dalal Street, Bandra-Kurla Complex, Fort, Bandra (East), Mumbai - 400 023. Mumbai - 400 051. CompanyScrip Code: 517041 CompanyScrip Code: ADORWELD Dear Sirs, Sub: Outcome of the 66" Annual General Meeting (AGM) We wish to inform you that 66° Annual General Meeting (AGM) of our Company was held on Friday, 26" July, 2019 commenced at 11:00 am and concluded at 02:15 pm. In the said meeting, the business mentioned in the Notice of the AGM dated 16" May, 2019 was transacted. In view of above please find enclosed herewith the following:- 1. Voting results of the business transacted at the said AGM, as required under Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015, as AnnexureI. 2. Report of the Scrutinizer dated 27" July, 2019 pursuant to Section 108 of the Companies Act, 2013 and Rule 20(4)(xii) of the Companies (Management and Administration) Rules, 2014 as AnnexureII. The above documents are also being uploaded on the Company’s website at www.adorwelding.com. We hereby request you to take this on record and acknowledge its receipt. Thanking you, Yours Sincerely, For ADOR WELDING LIMITED V. M. BHIDE COMPANY SECRETARY Encl.: As above REGD. & CORPORATE OFFICE Ador House, 6, K. Dubash Marg, Fort, 3or Mumbai - 400 001-16 India. G.P.O. BoxNo. 1546 Phone —: (022) 2284 2525 / 6623 9300 , Fax : (022) 2287 3083 Email: [email protected]\ Website : www.adorwelding.com AD Oo i WE LE l IN G Lud Mi ITE DD CorporateIdentity No: L70100MH1951PLC008647 AWL/SEC/SE/2019-20 27" July, 2019 BSE LTD. NATIONAL STOCK EXCHANGE OF INDIA LTD. Phiroze Jeejeebhoy Towers, Exchange Plaza, C - 1, Block G, 01°Floor, Dalal Street, Bandra-Kurla Complex, Fort, Bandra (East), Mumbai - 400 023. Mumbai - 400 051. CompanyScrip Code: 517041 CompanyScrip Code: ADORWELD Dear Sirs, Sub: Outcome of the 66" Annual General Meeting (AGM) We wish to inform you that 66° Annual General Meeting (AGM) of our Company was held on Friday, 26" July, 2019 commenced at 11:00 am and concluded at 02:15 pm. In the said meeting, the business mentioned in the Notice of the AGM dated 16" May, 2019 was transacted. In view of above please find enclosed herewith the following:- 1. Voting results of the business transacted at the said AGM, as required under Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015, as AnnexureI. 2. Report of the Scrutinizer dated 27" July, 2019 pursuant to Section 108 of the Companies Act, 2013 and Rule 20(4)(xii) of the Companies (Management and Administration) Rules, 2014 as AnnexureII. The above documents are also being uploaded on the Company’s website at www.adorwelding.com. We hereby request you to take this on record and acknowledge its receipt. Thanking you, Yours Sincerely, For ADOR WELDING LIMITED V. M. BHIDE COMPANY SECRETARY Encl.: As above REGD. & CORPORATE OFFICE Ador House, 6, K. Dubash Marg, Fort, 3or Mumbai - 400 001-16 India. G.P.O. BoxNo. 1546 Phone —: (022) 2284 2525 / 6623 9300 , Fax : (022) 2287 3083 Email: [email protected]\ Website : www.adorwelding.com AD Oo i WE LE l IN G Lud Mi ITE DD CorporateIdentity No: L70100MH1951PLC008647 AWL/SEC/SE/2019-20 27" July, 2019 BSE LTD. NATIONAL STOCK EXCHANGE OF INDIA LTD. Phiroze Jeejeebhoy Towers, Exchange Plaza, C - 1, Block G, 01°Floor, Dalal Street, Bandra-Kurla Complex, Fort, Bandra (East), Mumbai - 400 023. Mumbai - 400 051. CompanyScrip Code: 517041 CompanyScrip Code: ADORWELD Dear Sirs, Sub: Outcome of the 66" Annual General Meeting (AGM) We wish to inform you that 66° Annual General Meeting (AGM) of our Company was held on Friday, 26" July, 2019 commenced at 11:00 am and concluded at 02:15 pm. In the said meeting, the business mentioned in the Notice of the AGM dated 16" May, 2019 was transacted. In view of above please find enclosed herewith the following:- 1. Voting results of the business transacted at the said AGM, as required under Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015, as AnnexureI. 2. Report of the Scrutinizer dated 27" July, 2019 pursuant to Section 108 of the Companies Act, 2013 and Rule 20(4)(xii) of the Companies (Management and Administration) Rules, 2014 as AnnexureII. The above documents are also being uploaded on the Company’s website at www.adorwelding.com. We hereby request you to take this on record and acknowledge its receipt. Thanking you, Yours Sincerely, For ADOR WELDING LIMITED V. M. BHIDE COMPANY SECRETARY Encl.: As above
18
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Company Scrip Code: 517041 Company Scrip Code ......Ador Welding Limited 2 Resolution Required : (Ordinary) - To consider and adopt theAudited Consolidated Financial Statements of
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REGD. & CORPORATE OFFICEAdor House,6, K. Dubash Marg,Fort,
Total 13598467 9306952 68.4412 9306939 13 99.9999 0.0001
Scrutinizers’ Report- Combined(Consolidated Report of Scrutinizers on remote e-voting and voting bypoll at the 66Annual
General Meeting)
To,
The CompanySecretary66 Annual General Meeting of the MembersofAdor Welding LimitedAdor House, 6, K. Dubash Marg,Fort,Mumbai- 400 001
DearSir,
Re: Combined Scrutinizers’ Report on remote e-voting and voting by poll in terms ofprovisions of the Companies Act, 2013 read with Rulesmade thereunder, SecretarialStandards-2 on General Meetings and Regulation 44 of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 for 66 Annual General Meeting (AGM)of theMembers of Ador Welding Limited held on Friday, July 26, 2019 at 11.00 a.m.at WalchandHirachandHall, Indian Merchants’ Chamber, Churchgate, Mumbai-400 020
1. I, Hemanshu Kapadia, Proprietor of M/s. Hemanshu Kapadia & Associates, Mumbai,Practicing CompanySecretary, have been appointed as the Scrutinizer by the Board ofDirectors of Ador Welding Limited (“the Company”) at their meeting held on May 16tMay, 2019 for scrutinizing the remote e-voting process pursuantto the provisions of Section108 of the Companies Act, 2013 (“the Act”) read with Rule 20 of the Companies(Management and Administration) Rules, 2014 (“the Rules”), the Secretarial Standards- 2(“SS-2”)on General Meetings issued by the Institute of CompanySecretaries of India andRegulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.
2. The Company had availed the remote e-voting facility provided by National Securities_ Depository Services Limited (“NSDL”) for conducting the remote e-voting by the Members
of the Company. The remote e-voting commenced from Tuesday, 23" July, 2019 (at 9:00 amIST) and ended on Thursday, 25' July, 2019 (at 5:00 pm IST) and the NSDL remote e-votingplatform wasblockedthereafter.
3. On the basis of the votes exercised by the Members of the Company through remote e-voting, I have issued separate Scrutinizer’s Report dated 27t July, 2019 on the remote e-voting.
4. Under the provisions of Section 109 of the Act read with Rule 21 of the Companies(Management and Administration) Rules, 2014and in terms of SS - 2, the Chairpersonin the66 Annual General Meeting (AGM) appointed us, namely, Mr. Hemanshu Kapadia,Proprietor of Hemanshu Kapadia& Associates, Practising Company Secretaries, and Mr.Raghunath Atmaram Sarvankar, Member of Ador Welding Limited having DP-Client Id12071600-00012986as the Scrutinizers to conductthe Poll process in a fair and transparent
ronon 4pNE 4
S, C. P. No. 2285
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AG° ;agilt
Page 1 of 4
Scrutinizers’ Report- Combined(Consolidated Report of Scrutinizers on remote e-voting and voting bypoll at the 66Annual
General Meeting)
To,
The CompanySecretary66 Annual General Meeting of the MembersofAdor Welding LimitedAdor House, 6, K. Dubash Marg,Fort,Mumbai- 400 001
DearSir,
Re: Combined Scrutinizers’ Report on remote e-voting and voting by poll in terms ofprovisions of the Companies Act, 2013 read with Rulesmade thereunder, SecretarialStandards-2 on General Meetings and Regulation 44 of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 for 66 Annual General Meeting (AGM)of theMembers of Ador Welding Limited held on Friday, July 26, 2019 at 11.00 a.m.at WalchandHirachandHall, Indian Merchants’ Chamber, Churchgate, Mumbai-400 020
1. I, Hemanshu Kapadia, Proprietor of M/s. Hemanshu Kapadia & Associates, Mumbai,Practicing CompanySecretary, have been appointed as the Scrutinizer by the Board ofDirectors of Ador Welding Limited (“the Company”) at their meeting held on May 16tMay, 2019 for scrutinizing the remote e-voting process pursuantto the provisions of Section108 of the Companies Act, 2013 (“the Act”) read with Rule 20 of the Companies(Management and Administration) Rules, 2014 (“the Rules”), the Secretarial Standards- 2(“SS-2”)on General Meetings issued by the Institute of CompanySecretaries of India andRegulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.
2. The Company had availed the remote e-voting facility provided by National Securities_ Depository Services Limited (“NSDL”) for conducting the remote e-voting by the Members
of the Company. The remote e-voting commenced from Tuesday, 23" July, 2019 (at 9:00 amIST) and ended on Thursday, 25' July, 2019 (at 5:00 pm IST) and the NSDL remote e-votingplatform wasblockedthereafter.
3. On the basis of the votes exercised by the Members of the Company through remote e-voting, I have issued separate Scrutinizer’s Report dated 27t July, 2019 on the remote e-voting.
4. Under the provisions of Section 109 of the Act read with Rule 21 of the Companies(Management and Administration) Rules, 2014and in terms of SS - 2, the Chairpersonin the66 Annual General Meeting (AGM) appointed us, namely, Mr. Hemanshu Kapadia,Proprietor of Hemanshu Kapadia& Associates, Practising Company Secretaries, and Mr.Raghunath Atmaram Sarvankar, Member of Ador Welding Limited having DP-Client Id12071600-00012986as the Scrutinizers to conductthe Poll process in a fair and transparent
ronon 4pNE 4
S, C. P. No. 2285
¢<..
AG° ;agilt
Page 1 of 4
manneronall the resolutionsprovided in the notice of the 66"AGM ofthe Membersof the
Company.
On the basis of the votes cast by the Members through poll, we have issued separate
Scrutinizer’s Report dated 27'July 2019 on the poll taken on the resolutions providedin the
notice of the 66AGM.
As requested by the Management,we submit herewith our combinedreport on the result of
remote e-voting together with that of Poll as underwith brief description of resolutions.
Kindly refer the notice of 66%AGMof the Company for the complete details of resolutions:-
Items of Notice No. of
votes
cast
favour
in
No of
votes
cast
{ against
No. of
invalid
votes
cast
-| cast
%votes
of
in
favour*
%
votes
cast
against*
of
A. Ordinary Business:
1. To consider and adopt the AuditedStandalone Financial Statements ofthe Company for the Financial Yearended 31st March, 2019together withReports of the Board of Directors’ andthe Auditors thereon.(Ordinary
Resolution)a
9440279 100.00 0.00
2. To consider and adopt the Audited:Consolidated Financial Statements ofthe Company for the Financial Yearended 31stMarch, 2019 together withthe Report of the Auditors thereon.
(Ordinary Resolution)
9440279 100.00 0.00
3.To declare Dividend on EquityShares for the Financial Year ended31st March, 2019. (Ordinary
Resolution)
9440279 100.00 0.00
4. To appoint a Director in place ofMrs. N. MalkaniNagpal(DIN:00031985), whoretires by rotation andbeing eligible, offers herself for re-appointment. (Ordinary Resolution)
9440279 100.00 0.00
5. To appoint a Director in place of
alkani (DIN: 01585637), 9440279 100.00 0.00
Page 2 of 4
whoretires by rotation and beingeligible, offers himself for re-appointment. (Ordinary Resolution)
B. Special Business:
6. Ratification of remuneration 9440279 3 it 100.00 0.00payable to M/s. Kishore Bhatia &Associates, Cost Accountants,Mumbai as Cost Auditors for theFinancial Year 2019-20. (OrdinaryResolution)7.Re- appointment of Ms. Aruna B.| 9144799 3} 295481 100.00 0.00Advani (DIN: 00029256) as theExecutive
|
Chairman of theCompany.(Special Resolution) °8. Re-appointmentof Mr. P. K. Gupta} 9440279 3 1 100.00 0.00(DIN: 00963094) as an IndependentDirector of the Company (SpecialResolution)9.Re-appointment of Mr. R. N.Sapru
|
9440279 3 1 100.00 0.00(DIN: 02332414) as an IndependentDirector of the Company (SpecialResolution)10. Re-Appointment of Mr. K.| 9439785 250 1 100.00 0.00Digvijay Singh (DIN: 00004607) as anIndependent
__
Director , of theCompany(Special Resolution)11. Re-Appointment of Mr. Gaurav
|
9440269 3 11 100.00 0.00MohanLalwani (DIN: 06928792) as anIndependent Director of theCompany(Special Resolution)12. Re-Appointment of Mr. Sasha
|
9440279 3 1 100.00 0.00GuluMirchandani (DIN: 01179921) asan Independent Director of theCompany(Special Resolution)
13. Payment Of Commission to the
|
9306939 3
|
“133331 100.00 0.00Nonexecutive Directors(SpecialResolution) “The invalid votes are not consideredfor the purpose ofcalculating the percentage.
Note: Percentage calculated has been rounded offupto two decimals,
7. The Management of the Company is responsible to ensure the compliance with therequirements of the Companies Act, 2013 and Rules relating to voting throughelectronicmeans and poll on all the resolutions contained in the Notice of the 66°AGM of theMembersof the Company. Our responsibility as scrutinizers for the e-voting process and for
the 66*AGMis restricted to make a Scrutinizers’ Report of the votes casted “in Page 3 of 4
favour” or “against” the resolutions stated in the said notice, based on the report generatedfrom the e-voting system provided by NSDL, the authorized agency engaged by theCompany to provide e-votingfacilities and M/s. Sharex Dynamic (India)Private Limited(Registrar and Share Transfer Agent) at the timeof poll taken at the 66%AGM.