Parle of AGM... · Annexure 1 Parle Software Limited Outcome & Voting Results of 32nd Annual...

Annexure 1

Parle Software Limited

Outcome & Voting Results of 32nd Annual General Meeting

07'~ September, 2015 25th August, 2015 to 07th September, 2015(both days inclusive) 1,486

81

A B

C

D

Date of AGM Book Closure Date

Total Number of Shareholders on Record DateICut-off Date (31" Aug, 2015) Number of Shareholders present in the meeting either in person or through proxy

E

Shareholders

Promoter and Promoter Group Public Total Number Of Shareholders Attended The Meeting Through Video Conferencing : No Video Conferencing Facility Was Made Available

Present in Person

3

51 54

Present through

Proxy 0

27 27

Total

3

78 81

Shares

87,24,860

48,00,059 1,35,24,919

% t o Capital

62.32

34.29 96.61

Agenda -Wise

Mode of Voting : E-voting , Ballot Form and Poll

Resolution No.1: Adoption of Audited Annual Accounts for the year ended 31* March, 2015 along with the Report of the Director and Auditors thereon (Ordinary Resolution).

Category

Promoter and Promoter Group Public-Institutional Holders Public-Others Total

Resolution No.2: To elect and appoint director in place of Mr. V. I. Garg (DIN 00409946), who retires by rotation in terms of section 152(6) of the Companies Act, 2013 and being eligible offers himself for re-appointment (Ordinary Resolution).

Category

Promoter and Promoter Group Public-Institutional Holders Public-Others Total

Shares Held

(1) 87,24,860

NIL

52,75,140 1,40,00,000

Shares Held

(1) 87,24,860

NIL

52,75,140 1,40,00,000

Votes Polled

(2) 87,24,860

NIL

48,00,059 1,35,24,919

Votes Polled

(2) 87,24,860

NIL

48,00,059 1,35,24,919

% of Votes Polled on outstanding shares (3)=[(2)/(1)1*100

100

NIL

90.99 96.61

% of Votes Polled on outstanding shares (3)=[(2)/(1)1*100

100

NIL

90.99 96.61

No. of Votes in favour

(4) 87,24,860

NIL

48,00,059 1,35,24,919

No. of Votes -in favour

(4) 87,24,860

NIL

48,00,059 1,35,24,919

% of Votes against on Votes Polled (7)=1(5)/(2)1*1W

NIL

NIL

NIL NIL

No. of Votes against

(5) NIL

NIL

NIL NIL

No. of Votes - against

(5) NIL

NIL

NIL NIL

% of Votes in favour on Votes Polled (6)=[(4)/(2)1*100

100

NIL

100 100

% of Votes in favour on Votes Polled (6)=1(4)/(2)1*1W

100

NIL

100 100

% of Votes against on Votes Polled (7)=[(5)/(211*100

NIL

NIL

NIL NIL

Resolution No.3: Ratification of appointment of MIS. G. R. Modi & Co. Chartered Accountants, as Statutory Auditors and to fix their remuneration (Ordinary Resolution).

Category I Shares Held I Votes I % of Votes Polled on 1 No. of Votes I No. of Votes I % of Votes in favour I % of Votes against

I ( Polled I outstanding shares I -in favour I - against I on Votes Polled I on Votes Polled I Promoter and Promoter Group Public-Institutional Holders

I Resolution No.4: Appointment of Mrs. Chanda Garg as Director (Ordinary Resolution). I Public-Others Total

Category I Shares Held I Votes I % of Votes Polled on I No. of Votes I No. of Votes I % of Votes in favour I % of Votes against

(1) 87,24,860

NIL

I I Polled I outstanding shares I -in favour I - against I on Votes Polled I on Votes Polled

52,75,140 1,40,00,000

(2) 87,24,860

NIL

48,00,059 1,35,24,919

Promoter and Promoter Group Public-Institutional Holders

(3)=[(2)/(1)1*100 100

NIL

~ -

Public-Others Total

90.99 96.61

(1) 87,24,860

NIL

Category

(4) 87,24,860

NIL

Resolution No.5: Approval of Appointment of Director, Mr. V.I. Garg, as Managing Director of the Company (Special Resolution).

52,75,140 1,40,00,000

Promoter and Promoter Group Public-Institutional

48,00,059 1,35,24,919

(2) 87,24,860

NIL

Shares Held

Holders Public-Others Total

(5) NIL

NIL

48,00,059 1,35,24,919

(1) 87,24,860

NIL

NIL NIL

(~)=[(~II(~)I*~oo 100

NIL

Votes Polled

52,75,140 1,40,00,000

(6)=[(4)/(2)1 *loo 100

NIL

90.99 96.61

(2) 87,24,860

NIL

(7)=[(5)/(2)l*lw NIL

NIL

100 100

(4) 87,24,860

NIL

% of Votes Polled on outstanding shares

48,00,059 1,35,24,919

NIL NIL

48,00,059 1,35,24,919

(3)=[(2)/(1)1*100 100

NIL

(5) NIL

NIL

No. of Votes -in favour

90.99 96.61

NIL NIL

(4) 87,24,860

NIL

(6)=[(4)/(2)1*100 100

NIL

48,00,059 1,35,24,919

(7)=1(5)1(2)1*100 NIL

NIL

100 100

% of Votes against on Votes Polled

No. of Votes - against -

(5) NIL

NIL

NIL NIL

% of Votes in favour on Votes Polled

NIL NIL

(6)=[(4)/(2)1*100 100

NIL

(7)=[(5)/(2)1*100 NIL

NIL

100 100

NIL NIL

CONSOLIDATED RESULTS OF E- VOTING, BAUOT AND POL IN RESPECT OF THE 32" ANNUAL GENERAL MEETING OF PARLE SOFTWARE LIMITED HELD ON 7TH SEPTEMBER, 2015

To, The Chairman, Parle Software Limited

The Board of Directors has appointed me as a scrutinizer to scrutinize the e voting, voting through postal ballot and voting through poll held at 32" Annual General Meeting (AGM) of the Company held on 7'h September 2015.

The cut-off date for the purpose of deciding the list of shareholders entitled to vote is 31" August 2015. The paid up share capital as on the cut-off date is Rs.14,00,00,000/- (Rupees Fourteen Crore Only) divided into 1,40,00,000 (One Crore Forty Lacs] Equity Shares of Rs.lO/- each.

The management is responsible to ensure compliance with the requirements of Companies Act, 2013 and rules relating to e voting, postal ballot and poll on the resolutions contained in the Notice to the 32nd Annual General Meeting of the members of the Company. My responsibility as a scrutinizer for the e voting, postal ballot and poll is restricted to make scrutinizers report of the votes cast "in favour or "against" the resolutions in the notice, based on postal ballot papers received from Link lntime India Pvt. Ltd., reports generated from the e- voting platform provided by them and also poll process carried out at the AGM.

I submit herewith my combined report on e- voting, postal ballot and poll as under:

Item of notice Votes in favour Votes against Invalid votes of resolution the resolution

1. Adoption of Financial Statement for the year 1,35,24,919 Nil 29524 ended 31* March, 2015 along with the Report of the Director and Auditors thereon.

2. To elect and appoint Director in place of Mr. 1,35,24,919 Nil 29524 V.I. Garg (DIN 00409946) who retires by rotation and being eligible offers himself for re- appointment,

I

3. Ratification of appointment of M/s. G.R. 1,35,24,919 Nil 29524 Modi & Co., as the Statutory Auditors of the company and fixing their remuneration.

- - -

4. Appointment of Mrs. Chanda Garg (DIN 1,35,24,919 Nil 29524 00409712) as Director.

5. Approval of appointment of Mr. V.I. Garg 1,35,24,919 Nil 29524 (DIN 00409946), as Managing Director of the company.

I I 1 I

( W ~ T ) , MUMBRI-92 CONTACT *919819812361

W L ID: manil3 12 @-s- . . il

* r n H H * r m P * V P P * W .

6. Authority to the Board under Section 1,35,24,919 Nil 29524 180(l)(a) of the Companies Act, 2013

7. Authority to the Board to borrow in excess of 1,35,24,919 Nil 29524 the limits prescribed under Section 180(l)(c) of the Companies Act, 2013.

8. Authority to Board to give loans and 1,35,24,919 Nil 29524 advances/ Inter Corporate Deposits pursuant to Section 186 of the Companies Act, 2013

Thus, 1,35,24,919 votes were cast in favour of the above resolutions (10056 of the total valid votes) and no votes were cast against the above resotutions (0% of total valid votes). Accordingly, the above resolutions were passed unanimously.

* There were members having multiple folios. We have considered each folio as a separate member.

* One member has voted through e-voting and also through poll at the AGM and accordingly, the votes cast by him through poll have been treated as invalid.

* One of the poll papers was unsigned and accordingly the votes cast through it were treated as invalid.

All the records of voting are under my safe custody and will be handed over to the Company Secretary for preserving safely after AGM Minutes are signed.

~anKha Bajaj Practising Company Secretary CP 8932 ACS 24724 Date:. 09/09/2015 Place: Mumbai

. -- CP No.: 8932

818-~, C ~ U L M ~ RNSAL V I ~ ~ R R NR SHIMPOLI TELE E X C W ~ C~I~KWRDL BOR~~ALI WE!'n), Mwm-g2

CONTACT +9198l98lZSBl

EMRLL ID: manil3 12@~mail.com:manishabafa~.~~6pmai1.com

MANEHA BRJRJ mkcnsIlve COMP~SECRETRRIKS

w...~w*- ~ w ~ * m * * ~ m * . n * l r . o ~ . * y 1 ~ . n * . n * * * m m * - - m ~ * * . . . t .

SCRUTINIZER'S REPORT (FOR E-VOTING AND POSTAL BAUOT)

To, The Chairman of 32nd Annual General Meeting of the members of Parle Software Limited to be held on 7'h September 2015 a t 10.30 a.m.

Dear Sir,

I, Ms. Manisha Bajaj, Practising Company Secretary (ACS: 24724 & CP No. 8932), has been appointed as scrutinizer by the Board of Directors of Parle Software Limited for the purpose scrutinizing the e voting process under the provisions of section 108 of the Companies Act, 2013

read with the Rule 20 of the Companies (Management and Administration) Rules, 2014 (Rules) and to scrutinize the Postal ballot forms received from the shareholders who did not opt for e- voting in respect of the below mentioned resolutions to be passed at the 32" Annual General Meeting of the Company to be held on 7th September 2015.

The management is responsible to ensure compliance with the requirements of Companies Act, 2013 and rules relating to postal ballot forms and e voting on the resolutions contained in the Notice to the 32* Annual General Meeting of the members of the Company. My responsibility as a scrutinizer for the e voting process and postal ballot forms received Is restricted to make scrutinizers report of the votes cast "in favour" or "against" the resolutions in the notice, based on postal ballot papers received and reports generated from the e- voting platform provided by

Link lntime India Pvt. Ltd.

The Company has provided e voting facility and voting by Postal ballot forms to all the shareholders registered with the Company and entitled to vote as on 31St August 2015.

The e voting period began at 9.00 am on Friday, 4th September, 2015 and ended at 5.00 p.m. on Sunday, 6th September, 2015 being the last date and time fixed by the Company fore voting,

The votes were unblocked in presence of two witnesses who were not in employment of tk Company. Also votes cast through Postal ballot forms received upto 5.00 p.m. on 6th September 2015 were considered.

I now submit my report on result of voting through electronic means and through Postal ballot forms in respect of said resolutions.

6 U L M W M S A L ~ ~ W , NR SflUIfOLITEK EXCWm, ~iuKmdaD1, % o f w ~ t ~ l (m), MrnRI-92

CONTACT *919819812561

EMMI. ID: m a n i l 3 1 2 @ g m a i l . c o ~ . .

E-VOTING

218-A, BULlVtWRR MSAL VlW, NR HIMPOL1 TELE. EXCHANBE, CHKWRDI, B W V . (MkTI'), MUMBM-92 CONTACT +919819812561

. . EE~IRIL ID: ~ l . c o m : m a n i s h a b a ~ a ~ , c s @ e m a l l . c o m

Item No.

1

2

3

4

5

6

7

Description

Adoption of Financial Statement for the year ended 31st March, 2015 along with the Report of the Director and Auditors thereon.

2. To elect and appoint Director in place of Mr. V.I. Garg (DIN 00409946) who retires by rotation and being eligible offers himself for re-appointment.

Ratification of appointment of MIS. G.R. Modi & Co., as the Statutory

Auditors of the company and fixing

their remuneration.

Appointment of Mrs. Chanda Garg (DIN 00409712) as Director,

Approval of appointment of Mr. V.I. Garg (DIN 00409946), as Managing Director of the company.

Authority to the Board under Section

180(l)(a) of the Companies Act, 2013.

Authority to the Board to borrow in excess of the limits prescribed under Section 180(l)(c) of the Companies Act, 2013.

No of Members voted through e - voting

system*

19

19

19

19

19

19

19

Invalid Votes

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Number of votes cast (shares)

8866162

8866162

8866162

8866162

8866162

8866162

8866162

No of Shares in favour

8866162

8866162

8866162

8866162

8866162

8866162

8866162

No of shares

against

Nil

Nil

Nil

Nil

Nil

Nil

Nil

- Item No.

AWNISM BAJAJ f R R ~ I N B COMPANY SECRETARIES

emn**-*--H*.*-*-n*w+.--m**.-*-*.+H*-m*m

Description

8.


2. To elect and appoint Director in place of Mr. V.I. Garg (DIN 00409946) who retires by rotation and being eligible offers himself for re- appointment.

Authority to Board to give loans and advances/ Inter Corporate Deposits

pursuant to Section 186 of the Companies Act, 2013.

Ratification of appointment of M/s. G.R. Modi & Co., as the Statutory Auditors of the company and fixing their

remuneration.

19

Appointment of Mrs. Chanda Garg (DIN 00409712) as Director.

8866162

9

Votes

I I

Nil

POSTAL BALC

Nil

Nil

No of

Members voted through Postal ballot forms

Nil

Number of votes cast

(shares)

Nil

8866162

No of Shares in favour

Nil

No of shares against

Nil

Nil

Nil

Nil

er &-A, ~ U L M O ~ I R R MSRL W NR smi90II Tfw. EXCRRNfiE, c~1~rn-1, B o R l N R t l ~ ~ ) , MUMBRI-92 CONTACT +919819812361

EMPLlL ID: ~ i l 3 1 2 @ ~ c o

All the records relating to e voting and postal ballot shall remain in our custody until the Chairman considers, approves and signs the minutes of the said Annual General Meeting and

5

6

7

8.

thereafter4he same will be handed over to the compliance officer for safe keeping.

~angha Bajaj

Approval of appointment of Mr. V.I. Garg (DIN 00409946), as Managing

Director of the company.

Authority to the Board under Section 180(l)(a) of the Companies Act, 2013.

Authority to the Board to borrow in excess of the

limits prescribed under Section 180(l)(c) of the Companies Act, 2013.

Authority to Board to give loans and advances/ Inter Corporate Deposits

pursuant to Section 186 of the Companies Act, 2013.

Practising Company Secretary CP 8932

ACS 24724

Date: 09/09/2015 Place: Mumbai

ye-

20

20

20

20

------*---*-p-

951023

951023

951023

951023

Nil

Nil

Nil

Nil

951023

951023

951023

951023

Nil

Nil

Nil

Nil

Form No. MGT 13

REPORT OF SCRUTlNlZER (Pursuant to section 109 of Companies Act, 2013 and Rule 21(2) of the Companies

(Management & Administration) Rules, 2014

To, The Chairman of 32nd Annual General Meeting of the members of Parle Software Limited held on 7th September 2015 at 10.30 a.m.

Dear Sir,

3 Manisha Bajaj, Practising Company Secretary (ACS: 24724 & CP No. 8932) has been appointed as scrutinizer by the Board of Directors of Parle Software Limited for the purpose scrutinizing the poll taken on the below mentioned resolutions a t the 32"* Annual General Meeting of the Company held on 7th september 2015.

1). After the time fixed for closing of poll by the Chairman, the box kept for polllng was sealed in my presence with due identification marks placed.

2). The sealed box was subsequently opened. in my presence and poll papers were diligently scrutinized. The poll papers were reconciled with the records maintained by the Registrar and Share Transfer Agent of the Company and authorizations and proxies lodged with the Company.

3). Where the members voted in person as well as by proxy, the votes by proxy were rejected.

4). Result of Poll is as under:

Item No.1- Ordinarv Resolution:


(i) Voted in favour of the resolution:

Number of members Number of votes cast As a % of total no of valid present in person or by votes proxy 79 3707734 100

(ii) Voted against the resolution :

(iii) Invalid Votes:

Number of members present in person or by

proxy Nil

Total No of members (in person or by Total no of votes cast by them proxy) whose votes were declared as invalid 2 29524

Item No.2: Ordinaw Resolution:


Nil

To elect and appoint Director in place of Mr. V.I. Garg (DIN 00409946) who retires by rotation and being eligible, offers himself for re-appointment.

As a % of total no of valid votes

Nil


Number of members Number of votes cast As a % of total no of valid present in person or by votes

prow) 79 3707734 100


Number of members Number of votes cast As a % of total no of valid present in person or by votes

prow) Nil Nil Nil


Total No of members (in person or by Total no of votes cast by them proxy) whose votes were declared as invalid 2 29524

ltem No.3: Ordinaw Resolution:

Ratification of appointment of MIS. G.R. Modi & Co., as the Statutory Auditors of the company and fixlng their remuneration.



Number of members present in person or by proxy 1 79

(iii) Invalid Votes :


3707734

Number of members present in person or by Proxy 1 Nil


100

ltem No.4: Ordinarv Resolution:

Appointment of Mrs. Chanda Garg (DIN 00409712) as Director.



Nil

Total No of members (in person or by proxy) whose votes were declared as invalid 2


Nil

Total no of votes cast by them

29524


21 &-A, 6ULMOWR MSAL fiilMt, NR SHIMPOL1 TELE. EXGHAHBF,, CHIKWKDI, BOR~~RLI WST), MUMBAI-9%

CONTACT + g ~ g8rg81eael , . EMRU. ID: manil312@-!.cs@-


100


proxy)

79


3707734


Number of members present in person or by proxy) Nil

Item No.5: Special Resolution:


Nil


Approval of appointment of Mr. V.I. Garg (DIN 00409946), as Managing Director of the company.


Nil


29524




100

Number of members present in person or by proxy) 79



3707734


Nil


e 18-A, e w w P t N S f i VMAR. NR m m u TELE, E X C W ~ , CI~IKWRDI, %OfUYRLI (-1, MUMBN-92 CONTACT +9198198111;361

EBWL ID: AmKU.3 [email protected]:manishabaiai.cs@m


Nil

Total No of members (in person or by proxy) whose votes were declared as invalid 2 .


29524

Item NO.~: Suecial Resolution:

Authority to the Board under Section 180(l)(a) of the companies Act, 2013.






3707734


- proxy) Nil


100

Item No.7: S~ecial Resolution:


Nil

Total No of members (in person or by proxy) whose votes were declared as invalid 2 .

Authority to the Board to borrow in excess of the limits prescrikd under Section 180(l)(c) of the Companies Ad, 2013.


Nil


29524


21 $-it, BULMWRR RNSAL \n.W NQ SHIMPOL1 TELE. E X C W a E , C~~IKWRDI, B ~ R U (MkSI'), MUMBRI-92

CONTACT +919%19%12561

W U ID: & 1 3 1 2 @ ~ m a i l . c o ~ . .



3707734


100


(iii) lnvalid Votes:


Item No.8: Special Resolution:


Nil


Authority to Board to give loans and advances/ inter Corporate Deposits pursuant to Section 186 of the Companies Act, 2013


Nil


29524



Number of members present in person or by P~OW) 79



3707734



100


Nil



Nil

Total no of votes cast by them .

29524

There were members having multiple folios. We have considered each folio as a separate member.

5). List of shareholders who voted "for", "againsf* and those whose votes were declared invalid for each resolution has been sent to the Company.

6). All the records of voting are under my safe custody and will be handed over to the Company Secretary for preserving safely after AGM Minutes are signed.

Manisha Bajaj Practising Company Secretary CP 8932

ACS 24724 Date: 09/09/2015 Place: Mumbai

For R~EAM~sHA B$JA J E%%RlES

ACS. NO. 24724 CP No.: 8932

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