Declaration of Results of remote E-Voting & E-Voting at AGM

(1)

AN ISO 9001 : 2015 certified company

SIMPLEX

INFRASTRUCTURES

LIMITED

REGD. OFFICE:

'SIMPLEX HOUSE', 27, SHAKESPEARE SARANI, KOLKATA-700 017 (INDIA) PHONES: +91 332301.1600. FAX: +91 332289.1468

E-mail: [email protected]. Website: www.simplexinfra.com

CIN No. L45209 we 1924 PLC 004969

102nd _{Annual General Meeting ofthe Company held on Wednesday,} ₃₀th _{December, 2020}

Declaration of Results of remote E-Voting & E-Voting at AGM

Pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of 1he Companies (Management & Administration) Amendment Rules, 2015, the results as per Scrutinizer's report dated 30th December, 2020 is as follows:

Resolution Resolution proposed Type of Votes For Votes Invalid Resolution

I

No. Resolntion 'and°/0* Against Votes Carried

Ordinary I and %* Unanimon

Special slyIby

maioritv Ordinary Business:

1. To consider and adopt Ordinary 34544422 2 0 Requisite

the Audited Financial 99.99999% 0.00001% Majority

Statements (including

,

the Consolidated

Financial Statements) of

the Company for the

Financial Year ended

March 31, 2020 and the Reports of the Board of

I

Directors and Auditors

thereon.

2. Appointment of Mr. Ordinary 34543804 620 0 Requisite

Sukurnar Dutta (DlN 99.99821% 0.00179% Majority i

00062827), as a Director

liable to retire by

rotation. Special Business:

3. Ratification of Ordinary 34544307 117 0 Requisite

remuneration of Mis. 99.99966% 0.00034% Majority

Mukesh Kumar &

~

Associates, Cost

l~'C\

(% ,;"1);; ~ dl ,,,"'>

ADM. OFFICE: 12/1. NELLIE SENGJPTA SARAN!. KOLKATA.700 087 '" :2252.75961 83711 78J ~'" 72. FAX: (033) 2252-7595 BRANCHES: 502.A. POONAM CHAMBERS, SHIVSAGAR ESTATE, 'A' Wing, Dr. A. B. Road, "WORlI" MUMBAI-400~: 2491-8397I353T, 2492-9034/2756/2064

FAX: (022) 2491.2735. 'HEMKUNTH" 4TH FLOOR, 89, NEHRU PLACE, NEW DELHI.l10 019 '" : 4944-4200, FAX: (011) 2646-5869 • 'SIMPLEX HOUSE' 48 (Old No. 21) CASA MAJOR ROAD, EGMORE, CHENNAI • 600 008 '" : 2819.5050 155, FAX : (044)2819.5056/5057

(2)

Accountants (Firm Registration No. 00140),

Cost Auditors of the

Company, for the

Financial Year 2020-21.

4. Continuation of Mr. Special 34543674 750 0 Requisite

Sheo Kishan Damani 99.99783% 0.00217% Majority

(D1N: 00062780), as an Independent Director of

the Company till his

current tenure of

appointment which ends

on 4th _September ₂₀₂₄

notwithstanding that Mr. Damani has crossed 75 years of age.

Asutosh Sen (D1N: 99.99829% 0.00171% Majority

00165345), as an

Independent Director of

current tenure of

appointment which ends on 4th September 2024 notwithstanding that Mr. Sen has already crossed 75 years of age.

Nripendra Nath 99.99829% 0.00171% . Majority Bhattacharyya (D1N: 00014250), as an Independent Director of

current tenure of

appointment which ends on 4th September 2024 notwithstanding that Mr.

Bhattacharyya has

already crossed 75 years of age.

(3)

Based on the Report of the Scrutinizer, all the Resolutions, as set out in the Notice of the I02nd Annual General Meeting have been passed by the Shareholders.

Place: Kolkata Date: 31.12.2020

(4)

A. K.LABH

FCS, ACMA(ICAI), MBA, M,Com ••ACSlllond)

O1M, DHRO, PGHDSM, DIRPM

Pracl/cing Company 5ecre16ry

A. K. LABH

&

CO.

Company Secretsiles

40, Weston Street, 3rd Floor, Kolkata. 700 013 ~ (33) 2221.9381. Fax:(033) 2221-9$81

Mobile: 9&300-55889 e-mail:[email protected]@gmail.com

Webs"" : www.aklabh.~om

CONSOLIDATED SCRUTINIZER'S

REPORT

[Pursuant to Section .108of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014]

The Chairman of tlte 102fld

Annual General Meeting of simplex Infrastructures Limited

"Simplex House" 27. Shakespeare Sarani Kolkata - 700 017

Denl' Sir,

I,Atul Kumar Lahh, Ptacticing Company Secretary (FCS - 4&48ICP - 3238) and proprietor of

Mis. A. K. Labh & Co .. Company Secretaries, Kolkata was appointed as the scrutinizer in connection with the 102". Annual General Meeting ("AOM") of the members of "Simplex

IJljrastl'uclUres Limited"

("Company") held on Wednesday, the 30'hday of December, 2020 at 03:00 P.M. (lST) through Video Conferencing C'VC") / Other Audio Visual Means C'OAVM")

in terms of MCA Circular No. 20/2020 dated 5'h May, 2020 read with Circular Nos. 1412020 dated 8"' April, 2020 and 1712020 dated 13" April, 2020 (eoJ1ectively referred a~ "MeA Circulars") for the purpose of scrutinizing the electronic voting ("e-voting") process through remote e-voting and e-voting at the AGfI.l in a fair and t.ransparent manner and ascertaining the requishe majority for the saki voting as per the provisions of the Companies Act, 2013 and Rule 20 of the Companie<; (Management and Administration) Rules. 2014., as amended, on the resolmiofls referred to in this report.

The management of the Company is responsible to ensure the compliance with the requirements of the Companies Act. 2013, MeA Circulars and the Rules relating to remote ",-voting and e-voting at the AGM on the resolutions contained in the Notice of the AGM dated the 30"day of Seprember, 2020. My responsibility as a scrutinizer for remotee-voting and e-voting at the AGM is restricted to make a Scrutinizer's Report of the votes cast "in favour" or "against" the resolutions, based on the reports generated fmm the e-voting system of National Securities Depository Limited ("NSDL"), the agency engaged by the Company to provide the facilities for boL~remOle e-voting and e-voting at the AGM.

(5)

A. K.LABH

FCS, ACMA (ICAI), MBA, M.Com" ACSI (Land) DIM, DHRD, PGHDSM, DIRPM

Pr.cticlng Company Secretary

I submit my report as under:

A. K. LABH

&

CO.

Company Secretaries

40, Weslon Street, 3rd Floor. Kolkata - 700 013

(l)(033) 2221-W81, Fax: (033) 2221-9381

Mobile: 9a:JOQ-55689 a-mail: [email protected]@gmail.com

Webs~e :www.aklabh.com

1. The remole e-voting period remained open from 09.00 A.M. 1ST on Saturday, the 26th day of December. 2020 up to5.00P.M. 1ST on Tuesday, Ihe291hday of December, 2020.

2. The shareholders holding shares as on the "cuI off' dlUe, i.e. the 21" day of December. 2020 were entitled to vote on the proposed 6 (Six) resolutions as mentioned in the Notice dated the 301hday of September, 2020 of the AGM of the Company.

3. The Company has also provided e-voting facility at the AGM to enable the shareholders attending the AGM through VC IOAVM to cast the votes in ease the same has not been cast by them through remote e-voting.

4, The votes were unblocked on Wednesday, the 30'"day of December, 2020 around 04:15 P.M. aftcr the completion oflhe AGM in the presence of two witnesses, namely, Mr. Asit Kumar Labh, residing at 71, N D Road, Kolkata - 700 008 and Mrs. Anushree Dasgupta, residing at 28/N. Dwijen Mukherjee Road, Behala. Kolkata - 700060, who are not in employment of the Company,

5. The e-voting dala/results dOwnloaded Ii'om the e-voting system of NSl)L were scrutinized and reviewed; the votes were counted, and Ihe re,ults were prepared.

6. The combined result of the remote c-voting and e-voting at the AGM [EVEN: 115.128J is as under:

(6)

A. K. LABH

FCS. ACMA (ICAI). MBA, M.Com., ACSI (Lond) DIM. DHRD. PGHDSM, DIRPM

Practicing Company 5ecrelllry

A. K. LABH & CO.

Company Secretaries 40. Weston Street, 3rd Floor, Kolkala - 700 013

. Cl)(033) 2221-93B1, Fax: (033) 2221-9381 Mobile; 98300-55689 e-man: [email protected] [email protected] Website; www.aklabh.com

<..4>ORDINARY BUSINESS:

a)

Resolution 1

To consider and adopt the Audited Financial Statements (Including the Consolidated Financial Statements} of the Company for the Financial Year ended March 31, 2020 and the Reports of the Board of Directors and Auditors thereon (i) VotedInfavour of the Resolution:

I

Mode of voting Number of Number of votes %of total ~

I

Membefsvoted castby them number of valid_{votes cast}

I

Remote e-voting 88 34544422 I •..

_---E-voting at AGM ₀₁ ₀

Total 88 34544422 99.99999%

(ii)Voted against the Resolution:

Mode of voting Number of Number of votes _%_{of total}

I

Members voted cast by them number oJ

valid votes i cast

Remote e-votlng

2j

₂

E-voting at AGM 0 0,

Total 2 2 0.00001%

(iii)Invalid Votes:

Total number of Tota/number of members whose votes votes cast by them

were declared invalid

--.~--0 0

(7)

---A. K. LABH

FCS. ACMA (ICAI), MBA, M.Cam •• AeSI (Land) DIM, OHRO. PGHOSM, OIRPM

Practicing Company SecretaJy

b)

Resolution 2

A. K. LABH

&

CO.

Company Secretaries

40. Weston Stree~ 3rd Fioor. Kolkata - 700 013

(() (033) 2221-9381, Fax: (033) 2221-9381

Mobile: 96300-55689 e-mail: [email protected]@gmail.com

Website; www.aklabh.com

ACCREDITED

To appoInt 0 Director in place of Mr. Sukumor Dutro (DIN: D0062827), who retIres by rotation and being eligible, offers himself for re-appointment

(i) Voted in favour of the Resolution:

Mode of voting

T

Members votedNumber of Number of votes_{cast by them}

I

_{number of valid.}%of totall votes cast -Remote e-voting 83 34543804 E-voting at AGM 01 01 Total 831 34543804

!

99.99821% ! I I

(ii) Voted against the Resolution:

Mode of voting Number of Number of votes %of total

Members voted cost by them number of

I

valid votescast

Remote e-voting ₇ ₆₂₀

-01

E-voting at AGM ₀

d

Total 7 620 0.00179"", I -l

(iii)Invalid Votes;

Total number of Total number of members whose votes votes cast by them

0 0

(8)

A. K.LABH

FCS. ACMA (ICAI). MBA, M.Com .• ACSI (Lond) DIM. CHRO. PGHOSM. OIRPM

PTa.li.lng Company Secretsry

A. K. LABH

&

CO.

40 Weslon Suss!, 3rd Floor, Kolkala • 700 013 , ([) (033) 2221.9381, Fax: (033) 2221-9381

Moblle :98300.55689

lHllall :[email protected]/[email protected]

Webslte : w'#w.aldabh .com

<B> SPECIAL BUSINESS:

c)

Resolution 3: Ordinary Resolution

Rati/ication

of

remuneration

of

Mis, Mukesh /(umar & Associates, Cost Accountonts (Firm Registration No. 00140), Cost Auditors

of

the Company, for the FinancialYear2020.21

(i)Voted in favour of the Resolution:

Mode of vatini'l Number oj _{Number of votes}

i

I

%a/total

I

Members voted _{cast by them}

I

_number

_0/

I

valid votes

i

_cost Remote e-voting 86 _34544307

₁

i

_i

E-voting at AGM

8:

I

°1

99.99966%

I

Total _34544307

_I

L

_.

I

_---1

(ii)Voted against the Resolution:

0.00034% .

---,

117

110-.

!

.---r---1

Number

0/

votes %of total cast by them " number of valid votes . cast 4

o

Number

0/

Members voted Mode of voting _Remotee-vot~ _ E-voting at AGM

I

I I ~ T_ot__a_I

I,--

4...L.! _

(iii)Invalid Votes:

.~

Ie

ACCREDITED

Total number oj Total number of

members whose votes votes cost.by them were declared invalid

I

0 ₀

~ ~

(9)

d)

Resolution 4 : Special Resolution

A. K. LABH

& CO.

Company SecretBries

40 We,ton Sireet, 3rd Aoor, Kolkata - 700 013

, ll)(033) 2221-9381, Fax; (033) 2221-f1381 Mobile : 9S3OO.55689 lHnail: [email protected]/[email protected]

Website: www,aklabh.coffi

Continuation of Mr. Shea Kishan Damani (D/N: 00062780), as an Independent Directorof the Company till his current tenure of appointment which ends on4th September 2024 notwithstanding that Mr. Damani has crossed 7S years of age

A. K. LABH

FCS, AeMA (ICAI),MeA,M,Com"MSI (Lond)

DIM, DHRO. PGHOSM. DIRPM

PracticIng Company Secretary

I

Mode of voting _{Number of}

I

Number of votes

r

%of total

I

M,mb""_~

custbythem _{number of :}

I

valid votes!

I

co~ Remote e-voting 81

i

345436741

I

E-voting at AGM I

o

I

0 f

I

_I

I

Tota! ₈₁

_!

_34543674

_i

99.99783%1 I j I

(ii) Voted against the Resolution:

%oltota,) number of valid votes' Number of votes

I

cast by them

I

Numberof

l

Members voted

i

Mode of voting

i

_I

_! cast

I

f " Remote e-voting

9/ ___

750

I

E-voting at AGM ₀

,

°1

_i

_I

I Total ~ 750 0.00217%

I

I , I (iii)Invalid Votes:

Total number Of~' Tot~1number

o{l

members whose votes votes cast by them

I

were declared invalid .'______

I

°

10

_'1

(10)

A. K.LABH

FCS. ACMA (ICAI), MBA, M.Com .• ACSI (lond) DIM, DHRD. PGHDSM, DIRPM

Practicing Company Secretary

A. K. LABH

&

CO.

Company Secretaries 40, Weston Street, 3rd Floor, Kolkata • 700 013

!()(033) 2221-9381, Fax '(033) 2221.9381

Mobile: 98301J.55689

e'mafl: [email protected]@gmaH.com Website: www.aklabh.com

e)

Resolution 5: Special Resolution

Continuation of Mr. Asutosh Sen (DIN: 00165345), as an Independent Director

of

the Company till his current tenure of appointment which ends on4th September 2024 notwithstanding that Mr. Sen has already crossed 75years of age

(i) Voted in favour of the Resolution:

Mode of voting Number of _{Number of 1I0tes} , _%_{of total} Members lIoted _{cast by them} _{number of}

j valid 1I0tes cast Remote e-voting ₈₂ _34543834 E-voting at AGM ₀ ₀

I

Total ₈₂ _345438341 _99.99829%1 I _i --.J (ii) Voted against the Resolution:

r

..m"'~l

"-'of~",-

--Made of voting _%_{of total}

Members voted cost by them _{number of}

val/duotes cast

sT

-"-Remote e-voting ₅₉₀

-.

I

E.voting at AGM ₀ ₀

I

Total

_I

₈ 590

I

0.00171%

I

(iii) Invalid Votes:

Total number of Total number of members whose votes votes cast by them

0 0

ACCREDITED

(11)

A. K. LABH

FCS, ACMA (ICAI), MBA, M,Com., ACSI (Lend) DIM, CHRD, PGHDSM, DIRPM

Fr"clicing Compony secretary

A. K. LABH

&

CO.

Company Secretaries

40, Weston Street, 3rd Floor, Kolkata. 700 013 ([) (033) 2221-9381, Fax, (033) 222.1,9381

Mobile, 98300-55689

e-mail: [email protected]@gmail.com

Website: www.aklabh.com

t)

Resolution 6 : Special Resolution

Continuotion of Mr. Nripendro Noth Bhottochoryyo (DIN: 00014250), as on Independent Director of the Company till his current tenure of appointment which ends on 4th September 2024notwithstonding that Mr. Bhottachoryyo has already crossed 75yeors of age

Mode of voting _Numbero~T _{Number ojvotes}

T

_%.oftotol

Members voted .

,

cast by them , number of

valid votes cast Remote e-voting 82 34543834

I

[-voting at AGM ₀ ₀ Total ₈₂ _345438341 _99.99829% I

(ii)Voted against the Reso/ution:

---Number ~f votes r - %oltotol

I

Mode of voting Number of

Members voted _{cast by them} _{number of}

I

valid votes 1---

_I

cast, Remote e-votlng ₈ ₅₉₀

,

E-voting at AGM ₀ ₀

I

Total ₈ _{590 I} _0.00171%

,

(iii)Invalid Votes: Total number of members whose votes

o

Toto/number of votes cost by them

o

(12)

A.K.LABH

FCS, N:;MA (ICAI), MBA, M,COm., ACSI (Lon<l) DIM, DHRD, PGHDSM, DIRPM

Practicing Company S&CTfltlJry

A. K. LABH &

CO.

40, Weston Street, 3rd Floor, Kolkata - 700 013

q,

(033) 2221-9381, Fax: (033) 2221-9381 Mobile: 98300.55689 e-mail: [email protected]

Website: www.aklabh.com

7, All the resolutions proposed hereinabove have been passed with requisite majority.

8. The electronic data and e-voting registers including other related papers t registers and records shall remain in my safe cUSlody until the Chainnan of the meeting considers, approves and signs the minutes in this regard and thereafter it will be handed over to the Company Secretary as authorised by the Board of Directors for safe keeping.

~ ~"--.,o ;;

/.~:~~~~~

Thanking You,

«i~~l~}

Yours truly \\) .

jf;;g

For A. K LABH & Co,

,¥~~~-_

..

/.<~)j.

~IO:lKA",\l>-C07{;:;~.

v' .

(CS A. K. LABH)

Practicing Compa;~l' Secretary I'es - 4848 / CP No. - 3238

. UDIN : F004848B001758358

ACCREDITED

Place: Kolkata

(13)

A. K. LABH

FCS, ACMA (ICAI), MB,~, M,Com" ACSI (Land)

DIM, OHRO, PGHDSM, DIRPM

PI'BCllclng Company Secrnt4ry

Wi/ness:

A. K. LABH

& CO.

40, Weston Street, 3,d Floor, Koikata • 700 013

q,

(033) 2221,9381, Fax: «(1;;3) 2221.9381 Moblie : 98300-55689 a.mali: [email protected][email protected]

Website: www.ak!abh.com

(Asil Kumar Labha)

71,1'1 D Road, Kolkata - 700008

2.

Ji,

.+-.-,:;:p.~o" (Anushree Dasglrpra)

28/N, Dwijen Mllkhe~ice Road, Behala Kolkata - 700060

Receil'ed the Report ofthe Scrutinizer

For Simplex Infrastructures Limited

k~~

(B. t:1Jii]or;a)

Sr. Vice .President &

Company Secretary

Memb. No. - FCS 3020