GELATIN DIVISION OSSEIN DIVISION 54/1446 SBT Avenue Post Box 3109 P0 Kathikudam Panampilly Nagar P0 Into Park, Kakkanad ‘ (Via) Koratty
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Post Box 4262 GELATIN DIVISION OSSEIN DIVISION 54/1446 SBT Avenue Post Box 3109 P0 Kathikudam Panampilly Nagar P0 Into Park, Kakkanad ‘ (Via) Koratty - Cochin 682 036 India Cochin - 682 042 India Trichur - 680 308 India ’ : 2317805 : 3099333, 2415506 Tel : 0480 3099333, 2719490 0 ° ' ° ° gelax: (2)4114132039196154648 gelax: (2)484484 2415504 Fax: 0480 2719943 Nlfla Gelailn Indla Llmlted EmaiI : [email protected] Email : [email protected] Email : [email protected] (Formerly Kerala Chemicals and Proteins Limited) Joint venture of Kerala State Industrial Development Corporation Ltd. and Nitla Gelatin lnc. CIN : L24299KL1975PL0002691 Website : www.gelatin.in 31.12.2018 The Secretary BSELTD Phiroze —JeeJee BHoy Towers 25th Floor, Dalal Street Mumbai— 400 001 Fax: 022 22723121, 22723719 Dear Sir, Scrip Code;506532 Sub: Court - convened Meeting concerning Merger of Reva Proteins Limited (Transferor Company) with Nitta Gelatin India Limited (Transferee Company) -Voting by Shareholders - Regulations 44 SEBI [LODRI 2015. Pursuant to the Court —Convened meeting at the instance of NCLT, Chennai, on 27.12.2018, we had on Friday 28.12.2018 filed information on outcome of the meeting (Regulation30). We submit herewith, the Scrutinizer’s Report alongwith details regarding the voting results in the prescribed format. Please take the same into records. Thanking you, Yours Faithfully For Nitta Gelatin India Limited G.Rajeshkurup Company Secretary Details of Votinq Results as per Regulation 44(3) of the Securities and Exchange Board of India (Listinq Obligations and Disclosure Requirements) Regulations, 2015 Date of the NCLT Convened Meeting Thursday, 27th December, 2018 - Total number of shareholders on record 5996 date No. of shareholders present in the meeting 24 either in person or through proxy: Promoters and Promoter Group: 2 Public: 22 No. of Shareholders attended the meeting Not arranged video conferencing through Video Conferencing Promoters and Promoter Group: Public: Note: At the designated time when the meeting was called, quorum was not there for the meeting. By virtue of the order of NCLT, the meeting had been adjourned by half an hour by the Chairman in order to constitute minimum quorum of 30 members and since no more shareholders came and attended the meeting, the 24 number of Equity shareholders present in person was declared as constituting sufficient quorum for the meeting. WXCS No 8453} ' ‘ t”, z, ,tdij/ Resolution No.1:Approval of (i) Scheme of Merger and Amalgamation of Reva Proteins Limited with Nitta Gelatin India Limited and their respective shareholders and Creditors, (ii) Consequent alteration of authorized capital clause of the Memorandum of Association and Articles of Association of Nitta Gelatin lndia Limited and (iii) issue of 44,44,444 Redeemable preference Shares to the Equity Share Holders of Reva Proteins Ltd. other than Nitta Gelatin lndia Limited, being the Transferee Company. Resolution required: (Ordinaryl Special) Special Resolution Whether promoter] promoter group are No interested in the agenda/resolution? Category Mode No. of No. of % of Votes No. of No. of % of Votes in % of Votes of shares votes Polled on Votes — Votes — favour on against on Voting held polled outstanding in against votes polled votes polled (1) (2) shares favour (5) (6)=[(4)I(2)]*100 (7)=[(5)I(2)]*100 L (3)=[(2)l(1)]* (4) 100 E- 6762520 0 0 0 0 0 0 Promoter Voting and Promoter Poll 6762520 100 6762520 0 100 0 Group , Postal 0 0 0 0 0 0 Ballot ~ Total 6762520 6762520 100 6762520 0 100 0 Public~ E- 0 0 0 0 0 0 Institution Voting 5 10471 Poll 0 0 0 0 0 0 ‘ Postal 0 0 0 0 0 0 Ballot ‘ " Total 10471 0 o 'o o o w6 Public- E- 4020 0.17 3407 613 84.75 15.25 Non Voting Institution 2306169 3 Poll 4422 0.19 4422 0 100 0 Postal 10519 0.46 10517 2 99.98 0.02 Ballot Total 2306169 18961 0.82 18346 615 96.76 3.24 Total 9079160 6781481 74.69 6780866 615 99.99 0.01 ' {3. RAJESl't Kt r‘ Company Secretary cs AlHILASH NEDIVAUL AaliAitAM a n a, u u, A c s mmsma coMPAw SECIEIAIV CONSOLIDATED SCRUTINISER‘S REPORT (Pursuant to sectidn 103 and 110 of the Companies Acl,2013read with the Companies(Mznagement and Adminismtinn) Rules,2014 as amended lrnm time to time and as per the directions issued hy National Company law Tribunal, Chennai Bench, Chennai ("NCLT" or ”Trlbunal").vide order dated 12... Novemberlfllsin the Company Applicatien No.CA/193/CAA/2018) To, The Chairman ofTribulial Cnnvencd meeting of Equity Shareholders (“Chairman") Nina Gelatin lndia Limited [CIN LZ4Z99KL1975PLC002691), FIE No.4262, 54/1446, Panampilly Nagar PD, Kuchi7682l336 Subl Consolidated Serutlniser's Report With respect to voting by equity sharehulders of Nitra Gelatin India Limited through remote ervoting process, postal ballot and voting at the venue ofthe meeting by way of ballot. Dear Sir, l,Ahhilash Nediyahl Abraham, Cempany Secretary in Practice [M.Np,2zam;c.p No.14sz4), have been appainted by the Hun'ble Natmnal Cumpany Law Tribunal, Chennai Bench, Chennai vide its order dated 12“ November,2015 as [he Scrutiniser for the purpcsfl l)f the e E scrutinizing voting preeess [Remete Voting] , postal ballui and voting at the venue by way or ballot in a fair and transparent manner, orthe meeting of Equity Shareholders uf Nitta Celatin India Limited convened hy urderofNCLT and held on 27m December, 2013 at 10:00 AM at Kerala Management Assouatlon, shihao Thangal Road, Panampilly Nagar, El'naulamVESZDIS pursuant to the provisions ufthe Co: ics Act,2013 read with 32/l72A, Pallixwi Kavala, N.H. ayepass, Euthiya Road.l(o(hi , 25 Mob: 94465 65161, Ermall: ahlilabzulsagmail,com CS AEHILASH "(DIVALIL ABRAHAM Smais‘ii'e‘eéi‘imurnmerm us applicable Rules made there under and Regulation 44 or the Securities and Exchange Euard of India (Listing obligations and Disclosure Requiremenn) Regulationszots, on the Resolution seeking approval ot the equity shareholders to the Scheme oi merger and amalgamation of Reva Proteins Ltd with Nitta Gelatin India Ltd and their respectlve shareholders and creditors whlch results in ronsequent alteration of authorized capital clauses of MBA and ADA of Nitta Gelatin india Ltd and issue or 44,44,444 Redeemable Preference shares or Rs In each to the Equity shareholders of Reva Pmteins Ltd other than Nitta Gelatin India Ltd, being the transferee company in terms of the Notice dated 1411 2013 convening the said meeting. 1 do hereby submit tny report with regard to the result oivoting through remote e-voting postal ballot and voting at the venue oi the meeting as under; 1. The Company had appointed Central Depository Servlces (india) Limited (CDSL) as the service provider for extending the facllily for the Remute e voting to the equity shareholders oi the Company tram Tuesday,Z7“‘ Novemberzom [9:00a.m) tiii Wednesday,26‘" December,2018 (5:00 PM), 2 As Scrutiniser, my responsibility is to ensure that voting process through remote e voting, postal ballot and poll by use of ballots are conducted in a fair and transparent manner and make a consolidated scrutiniser‘s report oithe total votes cast in favour or against the resolutions, based on the report generated from the e voting system provided by Central Depositary Services (India) Limited (cnsn. 3. The Cutsuff date was Friday, 15m November, 2011! for the purpose oi deciding the equity shareholders entitled to vote through postal ballot remote e voting and poll by use of ballots at the venue uf the meeting on the resolution seeking their approval. 32/172A, Paiiisse Kavala, N.H. ayepasi, Puthiya Roadxocht v25 Mob: 94468 GSIEI, e—mail' abisiaozuISOgmaiI.tom cs AIHILASH uznlvAuL AHMNAM aaA,tt,o.ncs vamslNG COMPANY 5mm” \ 4, The remote etvaung and postal hallot period commenced on Tuesday, 27th November, 2018 3L9:00 AM and ended on Wednesday, 25m December,2018 at 5:00 pm. 5‘ As confirmed by the Company, the Notice dated 14m November, 2012 convening the meeting cf the equity shareholders of the Company along with relevant annexures setting out material iacts under section 230(3) ufthe Companies Acr,2013 read with Rule 6 of the Companies [Compromises Arrangements and Amalgamationsl Ruleszoto was sent to the equity shareholders in respect or the resolution to he passed at the meeting. 6. The remnle e voting mudule was disabled and blacked by CDSL for voting on 26"' December, 2018 at 5:00 pm. 7. The equity shareholders were required to send the postal hallot torms duly completed on otherore 5:00 PM on 25-h December, 2013. B. At the designated time when the meeting was called, quorum was not there for the meeting. By virtue oi the order of NCLT, the meeting had been adjourned by halran hour by the chairman in order to constitute minimum quorum of 3|] members and since no more sharehnlders came and attended (he meeting, the 24 number Hf Equity shareholders present in person is declared as constituting sufficient quomrn for the meeting, The Chairman, lherea Rer, aL the end of the discussion un 27'h l)ecemher,201e, at the venue 0f the NCLT convened meeting allowed voting by bay oiballot tor all those shareholders who were present at the meeting but had not cast their vote hy remote e-vcting or postal hallot 32/17“, Palltsseri Kavaia, N.» eyepass, Puthiya Road,Ku(hI - 25 Mob194458 65151, email‘ ahisiabzol sagmnlisum cs AENILASH NEDIYAHI. ABRAHAM a u, us, A (s “s FMCnsINa cowmv seam" unblucked the votes cast through remote e-Vming, 9. In compliance of the Rules, l have the on 27.12.2013 $12123 p.m in presence postal ballet and poll by way of hallois oftwn wimesses as below; 1.