29
GRCU? TGV SRAAC LIMITED (Formerl Sree Raalaseema Alkalies and Allied Chemicals Ltd.) 6-2-1012, 2nd Floor. TG Mansion. Khairatabad, H derabad - 500004, India. Phone + 1-40-23313842, Fa 040-23313875, Cell + 1 84830 777 E-mail h d2alkalies@gmail.com h d_2alkalies@rediffmail.com http //www.tgvgroup.com, CIN L24110AP1 81PLC003077 REF TG SRAAC SEC 38 AGM 2020-21 BSE limited Phiro e Jeejeebho Towers Dalal Street MUMBAI - 400 001. Dear Sir, 2 th September, 2020 Sub Submission of oting Results pursuant to Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Scrutini ers Report. Ref Scrip Code 507753. *** This is to inform ou that the 38th Annual General Meeting (AGM) of TG SRAAC Limited (formerl Sree Raalaseema Alkalies and Allied Chemicals Ltd.) (herein after referred as 'the Compan ') was held on Monda , September 28, 2020 at 11.30 A.M through ideo Conferencing ( C) I Other Audio isual Means (OA M) as per the guidelines issued b the Ministr of Corporate Affairs (MCA) vide its General Circulars dated Ma 5, 2020 , April 13, 2020 and April 8, 2020 read with the Securities and E change Board of India (SEBI) Circular no. SEBI/HO/CFD/ CMD1 /CIR/P/2020/7 dated Ma 12, 2020. Pursuant to Section 108 of the Companies Act, 2013 read with the Rules made there under, as amended from time to time and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), the Compan had provided facilit for voting to its shareholders as on September 21, 2020 (being cut-off date for the purpose of voting) to cast their votes on the items of business stated in the Notice dated August 10, 2020 convening the AGM. The remote e- voting commenced from Thursda , August 24, 2020 at 00 a.m. and concluded on Sunda , August 27, 2020 at 5 00 p.m. Since the AGM was convened through C/OA M, shareholders were given the facilit to vote through e-voting at the time of the AGM and the said e-voting facilit was /{::rt- \. pt open till 15 minutes from the conclusion of the AGM and thereafter the link for e- .; .. c;- - ·· ' /- ing was disabled. !t \ -:.. \ \ ,, . ;,' <: Regd. Office & Factor Gondiparla. KURNOOL- 518004 iAP) INDIA Ph 1-08518 280006 i 7 I 8. Fa 08518-28008. Cell 848304 Corporate Office 40-304, 2nd Floor. K J Comple Bhaga Nagar. KURNOOL 518 004 (A.P) INO A, Ph 08518-221 33. 221 3 Fa 226 73. 222745. Cell 84830 888 Chennai Office New No. 100 (Old No. 74) 1st Floor, Greenways Road E tn. RA Purarn CHENNAI - 600 028. (T.N.). Ph 044-24611 40. 30 76810 Fa 044. 24612553 Bangaluru Office 25. 1st Floor. Shankara Park Road. Shankarapuram BENGALURU 56Q 004. tKA) Ph 080-26608884. Fa 080-22423655. Cell 0 886334548 Mumbai Office D - 403, Kailash Esplanade Opp. Shn as Cinema. LBS Marg. Ghatkoper ( i. MUMBAI 400 086, (M.H) Phone & Fa . 022-2500168 . 25000373 New Delhi Mr. Anupam Srivastav New Delhi, Cell 818371 84 ! .3120 180 ... 2 ...

REF:TGVSRAAC:SEC:38 AGM:2020-21 · 2020. 9. 29. · REF:TGVSRAAC:SEC:38 AGM:2020-21 BSE limited Phiroze Jeejeebhoy Towers Dalal Street MUMBAI - 400 001. Dear Sir, 29th September,

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Page 1: REF:TGVSRAAC:SEC:38 AGM:2020-21 · 2020. 9. 29. · REF:TGVSRAAC:SEC:38 AGM:2020-21 BSE limited Phiroze Jeejeebhoy Towers Dalal Street MUMBAI - 400 001. Dear Sir, 29th September,

GRCU?

TGV SRAAC LIMITED (Formerly Sree Rayalaseema Alkalies and Allied Chemicals Ltd.) 6-2-1012, 2nd Floor. TGV Mansion. Khairatabad, Hyderabad - 500004, India. Phone: +91-40-23313842, Fax: 040-23313875, Cell: +919848309777 E-mail : [email protected] ; [email protected] http://www.tgvgroup.com, CIN: L24110AP1981PLC003077

REF:TGVSRAAC:SEC:38 AGM:2020-21

BSE limited Phiroze Jeejeebhoy Towers Dalal Street MUMBAI - 400 001.

Dear Sir,

29th September, 2020

Sub: Submission of Voting Results pursuant to Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Scrutinizers Report.

Ref: Scrip Code : 507753. ***

This is to inform you that the 38th Annual General Meeting (AGM) of TGV SRAAC Limited (formerly Sree Rayalaseema Alkalies and Allied Chemicals Ltd.) (herein after referred as 'the Company') was held on Monday, September 28, 2020 at 11.30 A.M through Video Conferencing (VC) I Other Audio Visual Means (OAVM) as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide its General Circulars dated May 5, 2020 , April 13, 2020 and April 8, 2020 read with the Securities and Exchange Board of India (SEBI) Circular no. SEBI/HO/CFD/ CMD1 /CIR/P/2020/79 dated May 12, 2020.

Pursuant to Section 108 of the Companies Act, 2013 read with the Rules made there under, as amended from time to time and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), the Company had provided facility for voting to its shareholders as on September 21, 2020 (being cut-off date for the purpose of voting) to cast their votes on the items of business stated in the Notice dated August 10, 2020 convening the AGM. The remote e­ voting commenced from Thursday, August 24, 2020 at 9:00 a.m. and concluded on Sunday, August 27, 2020 at 5:00 p.m.

Since the AGM was convened through VC/OAVM, shareholders were given the facility to vote through e-voting at the time of the AGM and the said e-voting facility was

/{::��rt�- \. pt open till 15 minutes from the conclusion of the AGM and thereafter the link for e­ .; .. c;- - ·· '·/-X ing was disabled.

!t \ -:.. \ \ ,, .·· ;�,' <: Regd. Office & Factory: Gondiparla. KURNOOL- 518004 iAP) INDIA Ph 91-08518 280006 i 7 I 8. Fax: 08518-280098. Cell: 9848304999 Corporate Office : 40-304, 2nd Floor. K J Complex Bhagya Nagar. KURNOOL · 518 004 (A.P) INO:A, Ph· 08518-221933. 221939 Fax· 226973. 222745. Cell: 9848309888 Chennai Office: New No. 100 (Old No. 74) 1st Floor, Greenways Road Extn. RA Purarn CHENNAI - 600 028. (T.N.). Ph 044-24611940. 30976810 Fax 044. 24612553 Bangaluru Office: 25. 1st Floor. Shankara Park Road. Shankarapuram BENGALURU · 56Q 004. tKA) Ph: 080-26608884. Fax: 080-22423655. Cell· 09886334548 Mumbai Office; D - 403, Kailash Esplanade Opp. Shnyas Cinema. LBS Marg. Ghatkoper (Wi. MUMBAI· 400 086, (M.H) Phone & Fax. 022-25001689. 25000373 New Delhi; Mr. Anupam Srivastav New Delhi, Cell: 9818371984 ! 9.312099180

... 2 ...

Page 2: REF:TGVSRAAC:SEC:38 AGM:2020-21 · 2020. 9. 29. · REF:TGVSRAAC:SEC:38 AGM:2020-21 BSE limited Phiroze Jeejeebhoy Towers Dalal Street MUMBAI - 400 001. Dear Sir, 29th September,

Conuruarion Sheet

The Company has received the Consolidated Scrutinizer's Report, from Mr.M. Nirmal Kumar Reddy (Membership No.FCA 211032), Kurnool confirming details of voting through remote e-voting and e-voting at the time of the AGM. Accordingly, as per the said Rules, on account of passing of resolutions with requisite majority, the resolutions are deemed to be passed and approved by the shareholders on the date of AGM i.e. on September 28, 2020.

A disclosure of voting results in terms of Regulation 44 of the Listing Regulations and the Consolidated Scrutinizer's report on remote e-voting and e-voting at the time of the AGM together with declaration of Results by Sri V. Radhakrishna Murthy, person authorised by the Chairman of AGM, is enclosed herewith. A copy of the said Scrutinizer's Report and declaration of Results is also being placed on the website of the Company viz., www.tgvgroup.com website of CDSL viz. www.evotingindia.com and displayed on the Notice Board at the Registered Office of the Company.

Kindly take the above on your record and disseminate the same for the information of investors.

Thanking you,

Page 3: REF:TGVSRAAC:SEC:38 AGM:2020-21 · 2020. 9. 29. · REF:TGVSRAAC:SEC:38 AGM:2020-21 BSE limited Phiroze Jeejeebhoy Towers Dalal Street MUMBAI - 400 001. Dear Sir, 29th September,

General information about company

Scrip code 507753

NSESymbol

MSEI Symbol

ISIN INE284BOL028 Name of the company TGV SRAAC LIMITED Type of m;1:lini; AGM

Date of the meeting/ last day of receipt of postal ballot forms (in case of Postal Ballot) 28-09-2020

Start time of the meeting 11:JOAM End time of the meeting 12:13 PM

Page 4: REF:TGVSRAAC:SEC:38 AGM:2020-21 · 2020. 9. 29. · REF:TGVSRAAC:SEC:38 AGM:2020-21 BSE limited Phiroze Jeejeebhoy Towers Dalal Street MUMBAI - 400 001. Dear Sir, 29th September,

Scrutinizer Details

Name of the Scrutinizer M NIRMAL KUMAR REDDY

FirmsNM11.

Qualifo;ation CA

Membership Number FCA 211032

Date of Board Meeting in which appointed 10-08-1020

Date of Issuance of Report to the company 29-09-2020

Page 5: REF:TGVSRAAC:SEC:38 AGM:2020-21 · 2020. 9. 29. · REF:TGVSRAAC:SEC:38 AGM:2020-21 BSE limited Phiroze Jeejeebhoy Towers Dalal Street MUMBAI - 400 001. Dear Sir, 29th September,

Voting results

Record date 21-09-2020

Total number of shareholders on record date 36294

No. of shareholders present in the meeting either in person or through proxy

a) Promoters and Promoter group 0 b) Public 0

No. of shareholders attended the meeting through video conferencing

a) Promoters and Promoter group 9

b) Public 59

No. of resolution passed in the meeting 8 Disclosure of notes on voting results

Page 6: REF:TGVSRAAC:SEC:38 AGM:2020-21 · 2020. 9. 29. · REF:TGVSRAAC:SEC:38 AGM:2020-21 BSE limited Phiroze Jeejeebhoy Towers Dalal Street MUMBAI - 400 001. Dear Sir, 29th September,

Resolution(l)

Resolution required: (Ordinary I Special) Ordinary

Whether promoter/promoter group are interested in the .No IIJll.'odiilre�olution?

Description of resolution considered To adopt the Balance Sheet and Statement of Profit & Loss for the year ended 31.03 .2020 thereto.

Mode of No. of No.of % of Votes polled No.of No.of %of votes in % of Votes Category voting shares held votes on outstanding votes-in votes- favour on votes against on votes

polled shares favour against polled polled

(I) (2) (3)=((2)/(1))* 100 (4) (5) (6)= (7)= [(4)/{2)]* 100 [(SJ/{2W 100

E-Voting 67642072 99.9777 67642072 0 100 0 Poll 0 0 0 0 0 0

Promoter and 67657172 Promoter Postal Ballot Group (if 0 0 0 0 0 0

applicable)

Total 67657172 67642072 99.9777 67642072 0 100 0 E-Voting 0 0 0 0 0 0

Poll 0 0 0 0 0 0 Public- Postal Ballot

17887 Institutions (if 0 0 0 0 0 0

applicable)

Total 17887 0 0 0 0 0 0

E-Voting 522487 1.3256 508176 14311 97.261 2.739

Poll 0 0 0 0 0 0 Public- Non 39414741

Postal Ballot Institutions (if 0 0 0 0 0 0

applicable)

Total 39414741 522487 1.3256 508176 14311 97.261 2.739

Total 107089800 68164559 63.6518 68150248 14311 99.979 0.021

Whether resolution is Pass or Not. Yes

Disclosure of notes on resolution

Page 7: REF:TGVSRAAC:SEC:38 AGM:2020-21 · 2020. 9. 29. · REF:TGVSRAAC:SEC:38 AGM:2020-21 BSE limited Phiroze Jeejeebhoy Towers Dalal Street MUMBAI - 400 001. Dear Sir, 29th September,

Details of Invalid Votes

Category No. of Votes

Promoter and Promoter Group

Public tnstrutlons

Public - Non lnsitutions

Page 8: REF:TGVSRAAC:SEC:38 AGM:2020-21 · 2020. 9. 29. · REF:TGVSRAAC:SEC:38 AGM:2020-21 BSE limited Phiroze Jeejeebhoy Towers Dalal Street MUMBAI - 400 001. Dear Sir, 29th September,

Resolution(2)

Resolution required: (Ordinill)' I Special] Ordiuary

Whether promoter/promoter group arc interested in the No agenda/resolution?

Description of resolution considered To appoint Sri N. Jesvanth Reddy (DIN;030741J I) as Rotational Director,

Mode of No.of No. of % of Votes polled No.of No.of o/oofvot�in %ofYotes Category voting shares held votes on outstanding votes- in votes- favour on votes against on votes

polled shares favour against polled polled

(I) (2) (3)=((2)/(1))* 100 (4) (5) (6)= (7)= ((4)/(2)]*100 ((5)/(2)1-100

E-Voting 67642072 99.9777 67642072 0 100 0

Poll 0 0 0 0 0 0 Promoter and 67657172 Promoter Postal Ballot Group (if 0 0 0 0 0 0

applicable)

Total 67657172 67642072 99.9777 67642072 0 100 0

E-Voting 0 0 0 0 0 0

Poll 0 0 0 0 0 0 Public- Postal Ballot

17887 Institutions (if 0 0 0 0 0 0

applicable)

Total 17887 0 0 0 0 0 0

E-Voting 522487 1.3256 505526 16961 96.7538 3.2462

Poll 0 0 0 0 0 0 Public- Non 39414741

Postal Ballot Institutions (if 0 0 0 0 0 0 applicable)

Total 39414741 522487 1.3256 505526 16961 96.7538 3.2462

Total 107089800 68164559 63.6518 68147598 16961 99.9751 0.0249

Whether resolution is Pass or Not. Yes

Disclosure of notes on resolution

Page 9: REF:TGVSRAAC:SEC:38 AGM:2020-21 · 2020. 9. 29. · REF:TGVSRAAC:SEC:38 AGM:2020-21 BSE limited Phiroze Jeejeebhoy Towers Dalal Street MUMBAI - 400 001. Dear Sir, 29th September,

Details of Invalid Votes

Category No. of Votes

Promoter and Promoter Group

Public lnsuutions

Public • Non Insitutions

Page 10: REF:TGVSRAAC:SEC:38 AGM:2020-21 · 2020. 9. 29. · REF:TGVSRAAC:SEC:38 AGM:2020-21 BSE limited Phiroze Jeejeebhoy Towers Dalal Street MUMBAI - 400 001. Dear Sir, 29th September,

Resolution(3)

Resolution required; ( Ordinary I Special) Ordinary

Whothor promoter/promoter group on: interested in the No agenda/resofuticn?

Description of resolution considered To appoint Sri Gopal Krishan (DIN:05342348) as Rotational Director.

Mode of No. of No.of % of Votes polled No.of No.of % of votes in %of Votes Category voting shares held votes on outstanding votes-in votes- favour on votes against on votes

polled shares favour against polled polled

(I) (2) (3)=[(2)/(IW 100 (4) (5) (6)= (7)= [(4)/(2WIOO [(5)1(2Wtoo

E-Voting 67642072 99.9777 67642072 0 100 0 Poll 0 0 0 0 0 0 Promoter and 67657172

Promoter Postal Ballot Group (if 0 0 0 0 0 0

applicable)

Total 67657172 67642072 99.9777 67642072 0 JOO 0 E-Voting 0 0 0 0 0 0 Poll 0 0 0 0 0 0

Public- Postal Ballot 17887

Institutions (if 0 0 0 0 0 0 applicable)

Total 17887 0 0 0 0 0 0 E-Voting 522487 1.3256 505526 16961 96.7538 3.2462 Poll 0 0 0 0 0 0

Public- Non Postal Ballot 39414741

Institutions (if 0 0 0 0 0 0 applicable)

Total 39414741 522487 1.3256 505526 16961 96.7538 3.2462 Total 107089800 68164559 63.6518 68147598 16961 99.9751 0.0249

Whether resolution is Pass or Not. Yes

Disclosure of notes on resolution

Page 11: REF:TGVSRAAC:SEC:38 AGM:2020-21 · 2020. 9. 29. · REF:TGVSRAAC:SEC:38 AGM:2020-21 BSE limited Phiroze Jeejeebhoy Towers Dalal Street MUMBAI - 400 001. Dear Sir, 29th September,

Details of Invalid Votes

Category No. of Votes Promoter and Promoter Group

Public Insitutions

Public· Non Insitutions

Page 12: REF:TGVSRAAC:SEC:38 AGM:2020-21 · 2020. 9. 29. · REF:TGVSRAAC:SEC:38 AGM:2020-21 BSE limited Phiroze Jeejeebhoy Towers Dalal Street MUMBAI - 400 001. Dear Sir, 29th September,

Resolution(4)

Resolution required: (Ordinary I Special) Special

Whether promoter/promoter group are ioterested in the No agenda/resolution?

Description of resolution considered Re-classification of Authorised Share Copit4l and C011$equnet alteration of Memorandum of Association and Articles of Association.

Mode of No.of No.of % of Yores polled No.of No. of % of votes in %of Votes Category voting shares held votes on outstanding votes-in votes- favour on votes against on votes

polled shares favour against polled polled

(I) (2) (3)=((2)/(IWIOO (4) (5) (6)= (7)= [(4)/(2))*100 [(5)/(2)]* I 00

E-Voting 67642072 99.9777 67642072 0 100 0

Poll 0 0 0 0 0 0 Promoter and 67657172 Promoter Postal Ballot Group (if 0 0 0 0 0 0

applicable)

Total 67657172 67642072 99.9777 67642072 0 100 0

E-Voting 0 0 0 0 0 0 Poll 0 0 0 0 0 0

Public- Postal Ballot 17887

Institutions (if 0 0 0 0 0 0 applicable)

Total 17887 0 0 0 0 0 0

E-Voting 128445 0.3259 113534 14911 88.3911 11.6089

Poll 0 0 0 0 0 0 Public- Non Postal Ballot

39414741 Institutions (if 0 0 0 0 0 0

applicable)

Total 39414741 128445 0.3259 113534 14911 88.3911 11.6089

Total 107089800 67770517 63.2838 67755606 14911 99.978 0.022

Whether resolution is Pass or Not. Yes

Disclosure of notes on resolution

Page 13: REF:TGVSRAAC:SEC:38 AGM:2020-21 · 2020. 9. 29. · REF:TGVSRAAC:SEC:38 AGM:2020-21 BSE limited Phiroze Jeejeebhoy Towers Dalal Street MUMBAI - 400 001. Dear Sir, 29th September,

Details of Invalid Votes

Category No. of Votes Promoter and Promoter Group

Public lnsitutions

Public - Non lnsitutions

Page 14: REF:TGVSRAAC:SEC:38 AGM:2020-21 · 2020. 9. 29. · REF:TGVSRAAC:SEC:38 AGM:2020-21 BSE limited Phiroze Jeejeebhoy Towers Dalal Street MUMBAI - 400 001. Dear Sir, 29th September,

Resolution(S)

Resolution required: (Ordinary I Special) Ordin:uy

Whether promoter/promoter group ue interested in the No agenda/resolution?

Description of resolution considered Appointment and Remsncration of Cost Auditor.

Mode of No.of No.of % of Vote� polled No.of No.of % of votes in % of Votes Category voling shares held votes on outstanding votes-in votes- favour on votes against on votes

polled shares favour against polled polled

(I) (2) (3)=[(2)/(IW 100 (4) (5) (6}= (7}= [(4)/{2)]*100 [(5)/(2WIOO

E-Voting 67642072 99.9777 67642072 0 100 0 Poll 0 0 0 0 0 0

Promoter and 67657172 Promoter Postal Ballot Group (if 0 0 0 0 0 0

applicable)

Total 67657172 67642072 99.9777 67642072 0 100 0

E-Voting 0 0 0 0 0 0

Poll 0 0 0 0 0 0 Public- 17887

Postal Ballot Institutions (if 0 0 0 0 0 0

applicable)

Total 17887 0 0 0 0 0 0

E-Voting 522487 1.3256 507076 15411 97.0505 2.9495 Poll 0 0 0 0 0 0

Public· Non 39414741 Postal Ballot

Institutions (if 0 0 0 0 0 0 applicable)

Total 39414741 522487 1.3256 507076 15411 97.0505 2.9495

Total 107089800 68164559 63.6518 68149148 15411 99.9774 0.0226

Whether resolution is Pass or Not. Yes

Disclosure of notes on resolution

Page 15: REF:TGVSRAAC:SEC:38 AGM:2020-21 · 2020. 9. 29. · REF:TGVSRAAC:SEC:38 AGM:2020-21 BSE limited Phiroze Jeejeebhoy Towers Dalal Street MUMBAI - 400 001. Dear Sir, 29th September,

Details of Invalid Votes

Category No. of Votes

Promoter and Promoter Group

Public Insituticns

Public • Non Insitutions

Page 16: REF:TGVSRAAC:SEC:38 AGM:2020-21 · 2020. 9. 29. · REF:TGVSRAAC:SEC:38 AGM:2020-21 BSE limited Phiroze Jeejeebhoy Towers Dalal Street MUMBAI - 400 001. Dear Sir, 29th September,

Resolution(6)

Reeolution required: ( Ordinal)' I Special) Ordinary

Whether promoter/promoter group are interested in Yc;s the agende/reeolution?

Description of resolution considered Approval for Marerua Related Party Transactions.

Mode of No.of No. of % of Votes polled No. of No.of %of votes in %ofYotes Category voting shares held votes on outstanding votes-in votes - favour on votes against on votes

polled shares fa VOW' against polled polled

(I) (2) (3)=[(2)/(1))-100 (4) (5) (6)--[(4)/(2}rl00 (7)= [(5)/(2)1- 100

E-Voting 0 0 0 0 0 0

Poll 0 0 0 0 0 0 Promoter and 67657172 Promoter Postal Ballot Group (if 0 0 0 0 0 0

applicable)

Total 67657172 0 0 0 0 0 0

E-Voting 0 0 0 0 0 0 Poll 0 0 0 0 0 0

Public- 17887 Postal Ballot

Institutions (if 0 0 0 0 0 0 applicable)

Total 17887 0 0 0 0 0 0 E-Voting 522487 1.3256 506926 15561 97.0217 2.9783 Poll 0 0 0 0 0 0

Public- Non Postal Ballot 39414741

Institutions (if 0 0 0 0 0 0 applicable)

Total 39414741 522487 1.3256 506926 15561 97.0217 2.9783 Total 107089800 522487 0.4879 506926 15561 97.0217 2.9783

Whether resolution is Pass or Not. Yes

Disclosure of notes on resolution

Page 17: REF:TGVSRAAC:SEC:38 AGM:2020-21 · 2020. 9. 29. · REF:TGVSRAAC:SEC:38 AGM:2020-21 BSE limited Phiroze Jeejeebhoy Towers Dalal Street MUMBAI - 400 001. Dear Sir, 29th September,

Details of Invalid Votes

Category No. of Votes

Promoter and Promoter Group

Publi� Insitutions

Public - Non Insimtions

Page 18: REF:TGVSRAAC:SEC:38 AGM:2020-21 · 2020. 9. 29. · REF:TGVSRAAC:SEC:38 AGM:2020-21 BSE limited Phiroze Jeejeebhoy Towers Dalal Street MUMBAI - 400 001. Dear Sir, 29th September,

Resolution(7)

Resolution required: (Ordinary I Special) Special

Whether promoter/promoter group are interested in the No agenda/resolution?

Description of resolution considered Alteration of Articles of Association of the Company (replacement of new Att1clcs of

f

o

e

Page 19: REF:TGVSRAAC:SEC:38 AGM:2020-21 · 2020. 9. 29. · REF:TGVSRAAC:SEC:38 AGM:2020-21 BSE limited Phiroze Jeejeebhoy Towers Dalal Street MUMBAI - 400 001. Dear Sir, 29th September,

Details of Invalid Votes

Category No. of Votes Promoter and Promoter Group

Public lnsitutions

Public • Non Insitutions

Page 20: REF:TGVSRAAC:SEC:38 AGM:2020-21 · 2020. 9. 29. · REF:TGVSRAAC:SEC:38 AGM:2020-21 BSE limited Phiroze Jeejeebhoy Towers Dalal Street MUMBAI - 400 001. Dear Sir, 29th September,

Resolution(8)

Resolution required: (Ordinary I Special) Special

Whether promoter/pl'Qmoter gro\lp are iolc.Nsled in the No agenda/resolution?

Description of resolution considered Creation of Security in favour of'Indian Danie.

Mode of No. of No. of % of Votes polled No.of No.of % of votes in % of Votes Category voting shares held votes on outstanding votes-in votes- favour on votes against on votes

polled shares favour against polled polled

( I) (2) (J)-[{2)/(IWlOO (4) (5) (6)= (7)= [(4)/(2WIOO [(5)f(2W 100

E-Voting 67642072 99.9777 67642072 0 100 0 Poll 0 0 0 0 0 0 Promoter and 67657172

Promoter Postal Ballot Group (if 0 0 0 0 0 0

applicable)

Total 67657172 67642072 99.9777 67642072 0 100 0 E-Voting 0 0 0 0 0 0 Poll 0 0 0 0 0 0

Public- 17887 Postal Ballot

Institutions (if 0 0 0 0 0 0 applicable)

Total 17887 0 0 0 0 0 0

E-Voting 522487 1.3256 506926 15561 97.0217 2.9783 Poll 0 0 0 0 0 0

Public- Non 39414741 Postal Ballot Institutions {if 0 0 0 0 0 0 applicable)

Total 39414741 522487 1.3256 506926 15561 97.0217 2.9783 Total 107089800 68164559 63.6518 68148998 15561 99.9772 0.0228

Whether resolution is Pass or Not Yes

Disclosure of notes on resolution

Page 21: REF:TGVSRAAC:SEC:38 AGM:2020-21 · 2020. 9. 29. · REF:TGVSRAAC:SEC:38 AGM:2020-21 BSE limited Phiroze Jeejeebhoy Towers Dalal Street MUMBAI - 400 001. Dear Sir, 29th September,

Details of Invalid Votes

Category Promoter and Promoter Group

No. of Votes

Public Insitutions

Public - Non Insituticns

For TGV SRAAC LIMITED

� V. RADHAKRISHNA MURTHY

C.G.M. And Company Secretary

Page 22: REF:TGVSRAAC:SEC:38 AGM:2020-21 · 2020. 9. 29. · REF:TGVSRAAC:SEC:38 AGM:2020-21 BSE limited Phiroze Jeejeebhoy Towers Dalal Street MUMBAI - 400 001. Dear Sir, 29th September,

Connnuanon Sheet

TGV SRAAC LIMITED (Formerly known as Sree Rayalaseema Alkalies And Allied Chemicals Limited)

38th ANNUAL GENERAL MEETING HELD ON SEPTEMBER 28, 2020

Declaration of results of remote e-voting I e-voting at the time of the AGM in respect of resolutions proposed in the Notice dated August 10, 2020 convening the 38th Annual General Meeting of TGV SRAAC LIMITED (Formerly known as Sree Rayalaseema Alkalies And Allied Chemicals limited) held on September 28, 2020.

The Company had provided the facility of remote e-voting and e-voting at the time of the AGM to its members to enable them to cast their votes on the resolutions proposed in the Notice convening the 38th Annual General Meeting (AGM), as per the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI (listing Obligations and Disclosure Requirements) Regulations, 2015 and in compliance with the requirements of the Ministry of Corporate Affairs (MCA) General Circular No. 20/ 2020 dated May 5, 2020 read with MCA General Circular No.14/ 2020 dated April 8, 2020 and SEBI Circular No. SEBt/HO/CFD/CMD1/CIRJP/2020/79 dated May 12, 2020.

Members voting through remote e-voting till September 27, 2020 (upto 5:00 P .M.) being the last date fixed for remote e-voting and members e-voting at the time of the AGM, have been considered by the Scrutinizer. The Company had appointed Mr. M. Nirmal Kumar Reddy, Practicing Chartered Accountant (Membership No.211032) as the Scrutinizer to scrutinize the voting process at the 38th AGM of the Company.

Based on the Scrutinizer's report dated September 29, 2020, I hereby declare that all the 8 (Eight) resolutions, as set out in the Notice dated August 10, 2020 convening the 38th AGM of the Company have been duly passed with requisite majority, the details of which are specified as below:

Item Brief description % Votes in % Votes Passed as No. Favour Against

(Assent) (Dissent) 1 . The Audited Standalone Financial 99.98 o.oz Ordinary

Statements of the Company for the financial year ended March 31, 2020, including the Audited Balance Sheet as at March 31, 2020, the Statement of Profit & Loss and Cash Flow Statement for the financial year from April 1, 2019 to March 31, 2020 including Schedules and the Notes attached thereto and forming part thereof and the Reports of the Board of Directors ('the Board') and the Statutory Auditors thereon. --- ......

. .. 2 ...

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2. Appointment of Sri N. Jesvanth Reddy 99.98 0.02 Ordinary (DIN:03074131) who retired by rotation and being eligible, had offered himself for re-appointment, as Director of the Company.

3. Appointment of Sri Gopal Krishan 99.98 0.02 Ordinary (DIN:05342348) who retired by rotation and being eligible, had offered himself for re-appointment, as Director of the Company.

4. Re-classification of Authorised Share Capital 99.98 0.02 Special and Consequent alteration of Memorandum of Association and Articles of Association.

5. Appointment and payment of 99.98 0.02 Ordinary remuneration to M/ s.Aruna Prasad ft Co., Cost Accountants (Firm Registration Number: 100883), Cost Auditors of the Company, amounting to Rs.1,50,000/- (Rupees one lakh fifty thousand only) per annum plus GST and reimbursement of out of pocket expenses on actual basis, for the financial year ending March 31, 2021.

6. Approval for Material Related Party 97.02 2.98 Ordinary transactions - Promoters of the company has not voted on the resolution.

7. Alteration of Articles of Association of the 99.98 0.02 Special Company to replace old Articles with new Articles of Association in pursuance to Companies Act, 2013.

8. Creation of security in favour of Indian Bank 99.98 0.02 Special with respect to financial assistance availed by the company.

The Consolidated Scrutinizer's report on remote e-voting and e-voting at the time of the 38th AGM is enclosed herewith.

Thanking you,

Yours faithfully, For TGV SRAAC Lirn� ·t �

s>. l -·'\; � ·r V. Radhakrishna Murthy CGM & Company Secretary

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CA. NIRMAL KUMAR REDDY. M B.Com., EC.A., I.S.A., I.R.M.

CHARTERED ACCOUNTANT

FORM MGT-13

Scrutinizer's Report

[On E-Voting pursuant to Section 108 of the Companies Act, 2013, ruf e ·io-of the Companies (Management and Administration) Ruf es, 2014]

To The Chairman/company Secretary, 38u. Annual General Meeting of . Mis. TGV SRAAC LIMITED (formerly Sree Rayalaseema Alkalies and Allfed Chemicals Ltd.) (CIN: L24110AP1981PLC003077) .. Regd. Office : Gondiparla, KURNOOL-518 004 (A.P)

Dear Sir,

Sub: Scrutinizer' s Report on the remote e-voting and e-votlng at 38th Annual . General Meeting of the Members of TGV SRAAC Limited (formerly Sree Rayalaseema Alkalies and Allied Chemicals Limited) held on 28th ·september, 2_029 through VC means: ·

I, M. Nirmal Kumar Reddy.1. Practicing Chartered Accountant (Membership No.211032), Kurnool have been appointed as scrutinizer, by the Board of Directors of TGV SRAAC Limited (formerly Sree Rayalaseema Alkalies and Allied Chemicals Limited) ("the Company") vide resolution dated August 10, 2020, -to ensure that the process of

· remote e-votmg and e-voting conducted at the 38th Annual General Meeting (AGM) on the resolutions contained in the Notice dated August 1 O, 2020 for the AOM, as prescribed under · Section 108 of the Companies Act, 2013 ("the Act") as amended from tfme to time, read with Rule 20 of the Companies -(Management and Administration) Rules, 2014 · and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, placed for the approval of Members of the Company, has been be carried out in a fair and transparent manner.

The AGM was held through Video Conferencing ("VC")/Other Audio Visual Means ("OAVM") without the physical presence of the Members at a common venue and in compliance with Circular No. 20/2020 dated 5th May, 2020 read with .Circular Nos. 14/2020 dated 8th April 2020 and 17 /2020 dated 13th April 2020 (collectively "circulars") issued by the ·Ministry of Corporate Affairs. (MCA). any had provided e-voting f adlity at the AGM for those shareholders w � their votes through remote' e-votirfg facility prior to the AGM. · �

43-160-3A, N.R. Peta, KURNOOL. A.P. 518 004. Ph: 08518-227076 [email protected]

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The management of the Company is responsible to ensure the compliance with the requirements of the Companies Act, 2013 and Rules made thereunder,· the circulars issued by the MCA and the applicable regulations of the SEBI (Listtng Obligations and· Disclosure Requirements) Regulations, 2015, relating to remote e-vottng and e-voting

· at AGM on the resolutions contained in the aforesaid Notice of the AGM of the Members of the Company. My responsibility as a Scrutinizer is to scrutinize and ensure that the voting through remote e-voting prior to the AGM and e-voting at AGM is done in a fair and transparent manner and to make a Consolidated Scrutinizer's Report of the votes cast "in favour" or '1 against" the resolutions, based on the reports generated from the remote e- voting and e-voting system at AGM as per the facility provided by Central Depository Services (India) Limited (CDSL), the agency engaged by the Company to provide remote e-voting facility prior to AGM and e-voting facility at the AGM.

The Ministry of Corporate Affairs vide circulars mentioned above has permitted the holding of Annual General Meeting through VC/OAVM, without physical presence of the Members at a common venue. As required under Section 101 of the Act, a Notice of AGM along with Explanatory Statement under Section 102 of the Act was · sent to the Members by permitted means as per the cf rculars issued by MCA and SEBI Circular No. SEBI/HO/CFO/CMD1 /CIR/P/2020/79 dated May 12, 2020 (i.e. by e-mail). In compliance with the provisions of MCA circulars, the AGM of the Company was held through VC/OAVM. Following resolutions were proposed for approval by remote e-voting and e­ voti ng at the AGM by the Members of the Company:

L Resolution No. 1 as an Ordinary Resolution for consideration and adoption of:

The Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2020, including the Audited Balance Sheet as at March 31, 2020, the Statement of Profit & Loss ·and Cash Flow Statement for the financial year from April 1, 2019 to March 31, 2020 including Schedules and 'the Notes attached thereto and forming part thereof and the Reports of the Board of Directors ('the Board') and the Statutory Auditors thereon.

2. Resolution No. 2 as an Ordinary Resolution for appointment of Sri N. Jesvanth Reddy (DIN:03074131) who retired by rotation and being eligible, had offered himself for re- appointment, as Director of the Company.

3. Resolution No. 3 as an Ordinary Resolution for appointment of Sri Gopal Krishan (DIN:05342348) who retired by rotation and being eligible, had offered himself for re- appointment, as Director of the Company.

4� Resolution No. 4 as a "Special Resolution: for Re-classification of Authorised Share Capital and Consequent alteration of Memorandum of Association and Articles of Association.

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5. Resolutfon No. 5 as an Ordinary Resolution for appointment and payment of remuneration to M/s.Aruna Prasad a: Co., Cost Accountants (Firm Registration Number:100883), Cost Auditors of the Company, amounting to Rs.1,50,000/­ (Rupees one lakh fifty thousand only) per annum plus GST .and reimbursement of out of pocket expenses on actual basis, for the financial year ending March 31, 2021.

6. Resolution No. 6 as an Ordinary Resolution for approval for Material Related Party transactions - Promoters of the company has not voted on the resolution.

7. Resolution No. 7 as a "Special Resolution" for Alteration of Articles of Association of the Company to replace· old Articles with new Articles of Association in pursuance to Companies Act, 2013.

8. Resolution No. 8 as a "Special Resolution" for Creation of security in favour of Indian Bank with respect to financial assistance availed by the company.

The Company provided remote e-votlng f acilfty to the members to cast votes on aforesaid resolutions prior to the AGM. The Company also provided e-voting facility at the 33th AGM to those members who did not cast their votes through remote e-voting facility, to enable them to cast their votes on the aforesaid resolutions.

Remote e-voting facility was made available to shareholders of the Company to cast their votes from 9.00 a.m. of Thursday, September 24, 2020 which ended on Sunday, September 27, 2020 at 5.00 p.m. Accordingly, votes casted through remote e-voting upto 5.00 p.m. of 27th September, 2020 and votes casted through e-voting at the 35th AGM have been considered for my scrutiny.

15 Minutes after. conclusion of 38th Annual General Meeting, the voting through remote e-voting at the AGM was unlocked. In case of shareholders who cast votes through remote e-voting as well as e-voting at the ACM, the voting through remote e-voting of such shareholders was treated as valid. A summary of the votes cast by shareholders through remote e-voting prior to AGM and e-voting at the 38th AGM with their pattern of voting is as per Annexure attached to this Report.

The results of the voting by members through remote e-voting prior to AGM and e­ voting at the 38th Annual General Meeting in respect of. the above mentioned resolutions may accordingly be declared by the Chairman/Company Secretary of the Company.

Thanking you,

Place: Kurnool · Date: September 29, 2020

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ANNEXURE :),,:·

Summary of voting thro1:1gh remote e-vottne prior to AGM �nd e·votine at. 35t11 AGM :

Resolution No. 1 as an Ordinary Resolution for consideration and adoption of:

The Audited Standalone Financial Statements of the Company for the financ;:ial year ended March 31, 2020, including the Audited Balance Sheet as at March 31, 2020, the Statement of Profit &: Loss and Cash Flow Statement for the financ_ial year from April 1, 2019 to March 31, 2020 including Schedules and the Notes attached thereto and formf ng part thereof and the Reports of the Board of Directors ('the Board') and the Statutory Auditors thereon.

Particulars Remote E-votes E·votin1 at the AGM Total Percentage No. of No. of No. of No. of No. of No. of (%)

Shareholders Shares Shareholders Shares Shareholders Shares

Assent 115 68129244 3 21004 118 68150248 99.98 Dissent 5 14311 0 0 5 1-4311 0.02 Total 120 .68143555 3 21004 123 68164559 100

Resolution No. 2 as an Ordinary Resolution for appointment of Sri N. Jesvanth Reddy (DIN:03074131) who retired by rotation and being eligible, had offered himself for re-appointment, as Director of the Company.

Particulars Remote E-votes E·votln11. at the AGM Total Percentage No. of No. of No. of No, of No. of No. of (%)

Shareholders Shares Shareholders . Shares Shareholders Shares

Assent 111 6812659"4 3 21004 114 68147598 99.98 Dissent 9 16961 0 0 9 16961 0.02 Total 120 68143555 3 l1004 123 68164559 100

Resolution No. 3 as an Ordinary Resolution for appointment of Sri Gopal Krishan (OIN:05342348) who retired by rotation and being eligible, had offered himself for re· appointment, as Director of the Company.

Particulars Remote E-votes [-voting at the AGM Total Percentage No.of Ho, of No, of No. of No. of Ho. of (%)

Shareholders Shares Shareholders Shares Shareholders Shares

Assent 111 . 68126594 3 21004 114 68147598 99.98 Dissent 16961 0 0 9 16961 0.02 Total 120 · 68143555 3 21004 123 68164559 100

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Resolution No. 4 as a "Special Resolution: for Re-classification of Authorised Share Capital and Consequent alteration of Memorandum of Assoclatlon and Articles of Association.

Particulars Remote E-votes E-voting at the AGM Total Percentage No. of No. of No. of No. of No. of No.of (%)

Shareholders Shares Shareholders Shares Shareholders Shares

Assent 111 6n34602 3 21004 114 67755606 99.98

Dissent 6 14911 0 0 6 14911 0.02 Total 117 67749513 3 21004 120 67770517 100

Resolution No. 5 as an Ordinary Resolution for appointment and payment of remuneration to M/s.Aruna Prasad & Co., Cost Accountants (Firm Registration Number:100883), Cost Auditors of the Company, amounting to Rs.1,50,000/­ (Rupees one lakh fifty thousand only) per annum plus GST and reimbursement of out of pocket expenses on actual basis, for the financial year ending March 31, 2021.

Particulars Remote E·.votes E·votlns at the AGM Total Percentage No. of No. of No. of No.of No.of No. of (%)

Shareholders Shares Shareholders Shares Shareholders Shares

Assent 113 68128144 3 21004 116 68149148 99.98 Dissent 7 15411 0 0 7 15411 0.02 Total 120 68143555 3 21004 123 68164559 100

Resolutf on No. 6 as an Ordinary Resolution for approval for Material Related Party transactions - Promoters of the company has not voted on the resolution.

Particulars Remote E-votes E·votlng at the AGM Total Percentae Ho. of · No. of No. of No. of No. of_ No. of (")

Shareholders Shares Shareholders Shares Shareholders Shares

Assent 98 485922 3 21004 101 506916 97.02 Dissent 9 15561 0 0 9 15561 2.98 Total 107 501483 3 21004 110 522487 100

Resolution No. 7 as a "Special Resolution" for Alteration of Articles of Association of the Company to replace· old Articles with new Articles of Association in pursuance to Companf es Act, 2013.

Particulars Remote E-votes E-votln at the AGM Total Percentage No. of No. of . No. of No. of No, of Ho. of (%)

Shareholders Shares Shareholders Shares Shareholders Shares

Assent 11.0 6m4102 3 21004 113 67755106 99.98

Dissent 7 15411 0 0 7 Total 117 67749513 3 21004

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Resolution No. 8 as a "Spec::lal Resolution" for Creation o_f security in favour of Indian Bank with respect to fjnancial assistance availed by the company.

Particulars Remote E·votes E-votins at the AGM Total Percent�ge Ho.of No. Of No. of No. of No. of No.of (%)

Shareholders Shares Shareholders Shares Shareholders Shares

Assent 111 68127994 3 21004 114 68148998 99.98 Dissent 9 15561 0 0 9 15561 0.02

Total 120 68143555 3 21004 123 68164559 100