General information about company

Scrip code 532026
Name of the company Western India Cottons ltd
Type of meeting AGM
Date of the meeting / Date of declaration of results (in case of Postal Ballot) 26-09-2017
Start time of the meeting 11:01 AM
End time of the meeting 12:01 PM

 

Voting results

Record date 20-09-2017
Total number of shareholders on record date 1490
No. of shareholders present in the meeting either in person or through proxy
a) Promoters and Promoter group 4
b) Public 21
No. of shareholders attended the meeting through video conferencing
a) Promoters and Promoter group 0
b) Public 0
No. of resolution passed in the meeting 5
Disclosure of notes on voting results

 

Resolution(1)

Resolution required: (Ordinary / Special) Ordinary
Whether promoter/promoter group are interested in the agenda/resolution? No
Description of resolution considered To receive consider and adopt the Audited Balance Sheet as at 31.03.2017 and the Profit and Loss Account for the year ended on that date and the Reports of the Directors and Auditors thereon
Category Mode of voting No. of shares held No. of votes polled % of Votes polled on outstanding shares No. of votes – in favour No. of votes – against % of votes in favour on votes polled % of Votes against on votes polled
(1) (2) (3)=[(2)/(1)]*100 (4) (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100
Promoter and Promoter Group E-Voting 3102460 1354828 43.6695 1354828 0 100 0
Poll 0 0 0 0 0 0
Postal Ballot (if applicable)
Total 3102460 1354828 43.6695 1354828 0 100 0
Public- Institutions E-Voting 100000 0 0 0 0 0 0
Poll 0 0 0 0 0 0
Postal Ballot (if applicable)
Total 100000 0 0 0 0 0 0
Public- Non Institutions E-Voting 1290820 42900 3.3235 42900 0 100 0
Poll 4300 0.3331 4300 0 100 0
Postal Ballot (if applicable)
Total 1290820 47200 3.6566 47200 0 100 0
Total 4493280 1402028 31.2028 1402028 0 100 0
Whether resolution is Pass or Not. Yes
Disclosure of notes on resolution

Resolution(1)

Category Mode of voting
Promoter and Promoter Group E-Voting
Poll
Postal Ballot (if applicable)
Total
Public- Institutions E-Voting
Poll
Postal Ballot (if applicable)
Total
Public- Non Institutions E-Voting
Poll
Postal Ballot (if applicable)
Total
Total

 

Resolution(2)

Resolution required: (Ordinary / Special) Ordinary
Whether promoter/promoter group are interested in the agenda/resolution? No
Description of resolution considered To re-appoint Mrs. Nadeera Shameem (DIN: 07138353) who retires by rotation at this meeting and being eligible, offers herself for re-appointment.
Category Mode of voting No. of shares held No. of votes polled % of Votes polled on outstanding shares No. of votes – in favour No. of votes – against % of votes in favour on votes polled % of Votes against on votes polled
(1) (2) (3)=[(2)/(1)]*100 (4) (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100
Promoter and Promoter Group E-Voting 3102460 1354828 43.6695 1354828 0 100 0
Poll 0 0 0 0 0 0
Postal Ballot (if applicable)
Total 3102460 1354828 43.6695 1354828 0 100 0
Public- Institutions E-Voting 100000 0 0 0 0 0 0
Poll 0 0 0 0 0 0
Postal Ballot (if applicable)
Total 100000 0 0 0 0 0 0
Public- Non Institutions E-Voting 1290820 42900 3.3235 42900 0 100 0
Poll 4300 0.3331 4300 0 100 0
Postal Ballot (if applicable)
Total 1290820 47200 3.6566 47200 0 100 0
Total 4493280 1402028 31.2028 1402028 0 100 0
Whether resolution is Pass or Not. Yes
Disclosure of notes on resolution

Resolution(2)

Category Mode of voting
Promoter and Promoter Group E-Voting
Poll
Postal Ballot (if applicable)
Total
Public- Institutions E-Voting
Poll
Postal Ballot (if applicable)
Total
Public- Non Institutions E-Voting
Poll
Postal Ballot (if applicable)
Total
Total

 

Resolution(3)

Resolution required: (Ordinary / Special) Ordinary
Whether promoter/promoter group are interested in the agenda/resolution? No
Description of resolution considered RESOLVED THAT pursuant to Sections 139 and 142 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, as amended from time to time, pursuant to the proposals of the audit committee of the Board and recommendation of the Board, M/s. Varma & Varma, Chartered Accountants (Firm registration number : 004532S) be and is hereby appointed as the statutory auditors of the Company, to hold office for a period of two consecutive years commencing from the financial year 2017-18, on a remuneration that may be determined by the audit committee in consultation with the auditors.”
Category Mode of voting No. of shares held No. of votes polled % of Votes polled on outstanding shares No. of votes – in favour No. of votes – against % of votes in favour on votes polled % of Votes against on votes polled
(1) (2) (3)=[(2)/(1)]*100 (4) (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100
Promoter and Promoter Group E-Voting 3102460 1354828 43.6695 1354828 0 100 0
Poll 0 0 0 0 0 0
Postal Ballot (if applicable)
Total 3102460 1354828 43.6695 1354828 0 100 0
Public- Institutions E-Voting 100000 0 0 0 0 0 0
Poll 0 0 0 0 0 0
Postal Ballot (if applicable)
Total 100000 0 0 0 0 0 0
Public- Non Institutions E-Voting 1290820 42900 3.3235 42900 0 100 0
Poll 4300 0.3331 4300 0 100 0
Postal Ballot (if applicable)
Total 1290820 47200 3.6566 47200 0 100 0
Total 4493280 1402028 31.2028 1402028 0 100 0
Whether resolution is Pass or Not. Yes
Disclosure of notes on resolution Textual Information(1)

Resolution(3)

Category Mode of voting
Promoter and Promoter Group E-Voting
Poll
Postal Ballot (if applicable)
Total
Public- Institutions E-Voting
Poll
Postal Ballot (if applicable)
Total
Public- Non Institutions E-Voting
Poll
Postal Ballot (if applicable)
Total
Total

Text Block

Textual Information(1)

The Companies Act, 2013 (the Act) was notified effective April 1, 2014. Section 139 of the Act lays down the criteria for appointment and mandatory rotation of statutory auditors. Pursuant to Section 139 of the Act and the Rules made thereunder, it is mandatory to rotate the statutory auditors on completion of two terms of five consecutive years. The Rules also lay down the transitional period that can be served by the existing auditors depending on the number of consecutive years for which an audit firm has been functioning as auditor in the same company. The incumbent auditors, T K Menon & Co., Chartered Accountants (Firm registration number : 002067S) have served the Company for over 10 years before the Act was notified and will be completing the maximum number of transitional period (three years) at the ensuing 62nd  AGM.

 

The audit committee of the Company has proposed and on 8th August 2017, the Board has recommended the appointment of M/s. Varma & Varma, Chartered Accountants (Firm registration number :004532S) as the statutory auditors of the Company. Varma & Varma will hold office for a period of two consecutive years from the conclusion of the 62nd Annual General Meeting of the Company till the conclusion of the  64th Annual General Meeting to be held in 2019. The first year of audit will be of the financial statements for the year ending March 31, 2018.

 

None of the Directors, Key Managerial Personnel and their relatives are, in any way, concerned or interested financially or otherwise, in the proposed resolution. The Board recommends the passing of the resolution as set out at Item No. 3 as an ordinary resolution

 

Resolution(4)

Resolution required: (Ordinary / Special) Ordinary
Whether promoter/promoter group are interested in the agenda/resolution? No
Description of resolution considered RESOLVED that pursuant to the provisions of sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (Act) and the Rules framed thereunder, read with Schedule IV to the Act, as amended from time to time, Mr. Shereif Arhinnal Karuvan (DIN: 02368732), a non-executive Director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company with effect from 12.11.2016 up to 11.11.2021
Category Mode of voting No. of shares held No. of votes polled % of Votes polled on outstanding shares No. of votes – in favour No. of votes – against % of votes in favour on votes polled % of Votes against on votes polled
(1) (2) (3)=[(2)/(1)]*100 (4) (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100
Promoter and Promoter Group E-Voting 3102460 1354828 43.6695 1354828 0 100 0
Poll 0 0 0 0 0 0
Postal Ballot (if applicable)
Total 3102460 1354828 43.6695 1354828 0 100 0
Public- Institutions E-Voting 100000 0 0 0 0 0 0
Poll 0 0 0 0 0 0
Postal Ballot (if applicable)
Total 100000 0 0 0 0 0 0
Public- Non Institutions E-Voting 1290820 42900 3.3235 42900 0 100 0
Poll 4300 0.3331 4300 0 100 0
Postal Ballot (if applicable)
Total 1290820 47200 3.6566 47200 0 100 0
Total 4493280 1402028 31.2028 1402028 0 100 0
Whether resolution is Pass or Not. Yes
Disclosure of notes on resolution Textual Information(1)

Resolution(4)

Category Mode of voting
Promoter and Promoter Group E-Voting
Poll
Postal Ballot (if applicable)
Total
Public- Institutions E-Voting
Poll
Postal Ballot (if applicable)
Total
Public- Non Institutions E-Voting
Poll
Postal Ballot (if applicable)
Total
Total

Text Block

Textual Information(1)

The Board has recommended the appointment of Mr. Shereif Arhinnal Karuvan (DIN: 02368732)  as Independent Directors from 12.11.2016 up to 11.11.2021. Mr. Shereif Arhinnal Karuvan, Independent Director of the Company, have given a declaration to the Board that he meets the criteria of independence as provided under section 149(6) of the Act. In the opinion of the Board, Mr. Shereif Arhinnal Karuvan fulfill the conditions specified in the Act and the Rules framed thereunder for appointment as Independent Director and that he is independent of the management.

 

In compliance with the provisions of section 149 read with Schedule IV of the Act, the appointment of Mr. Shereif Arhinnal Karuvan as Independent Directors is now being placed before the Members for their approval.

 

The terms and conditions of appointment of the above Director shall be open for inspection by the Members at the Registered Office of the Company during normal business hours on any working day, excluding Saturday.

 

Except Mr. Shereif Arhinnal Karuvan, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution set out at Item Nos. 4 of the accompanying Notice.

 

Resolution(5)

Resolution required: (Ordinary / Special) Ordinary
Whether promoter/promoter group are interested in the agenda/resolution? No
Description of resolution considered To consider and, if thought fit to pass with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 196, 197, 203 and any other applicable provisions of the Companies Act, 2013 and the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force),read with Schedule V to the Companies Act, 2013 and Articles of Association of the Company and subject to the approval of Central Government or other Government authority/agency/board, if any, the consent of the shareholders of the Company be and is hereby accorded to re-appoint Mr. Puthiya Kottal Shameem (DIN: 01218800) as Managing Director of the Company for a period of three years with effect from 09.08.2017 without any remuneration until the 63th AGM, when the matter regarding payment of remuneration will be reviewed by the Remuneration Committee depending on the financial position of the Company and recommendation placed before the Annual General meeting for approval of the shareholders.
Category Mode of voting No. of shares held No. of votes polled % of Votes polled on outstanding shares No. of votes – in favour No. of votes – against % of votes in favour on votes polled % of Votes against on votes polled
(1) (2) (3)=[(2)/(1)]*100 (4) (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100
Promoter and Promoter Group E-Voting 3102460 1354828 43.6695 1354828 0 100 0
Poll 0 0 0 0 0 0
Postal Ballot (if applicable)
Total 3102460 1354828 43.6695 1354828 0 100 0
Public- Institutions E-Voting 100000 0 0 0 0 0 0
Poll 0 0 0 0 0 0
Postal Ballot (if applicable)
Total 100000 0 0 0 0 0 0
Public- Non Institutions E-Voting 1290820 42900 3.3235 42900 0 100 0
Poll 4300 0.3331 4300 0 100 0
Postal Ballot (if applicable)
Total 1290820 47200 3.6566 47200 0 100 0
Total 4493280 1402028 31.2028 1402028 0 100 0
Whether resolution is Pass or Not. Yes
Disclosure of notes on resolution Textual Information(1)

Resolution(5)

Category Mode of voting
Promoter and Promoter Group E-Voting
Poll
Postal Ballot (if applicable)
Total
Public- Institutions E-Voting
Poll
Postal Ballot (if applicable)
Total
Public- Non Institutions E-Voting
Poll
Postal Ballot (if applicable)
Total
Total

Text Block

Textual Information(1)

Mr. Puthiya Kottal Shameem is Managing Director of the Company since 01.10.1980. His current term of appointment as Managing Director of the Company expired on August 8th, 2017. Taking into account his excellent grasp and thorough knowledge and experience of various aspects relating to the Companys affairs and long association with the Company as its Chief Executive, the Board of Directors is of the considered opinion that for smooth and efficient running of the business the services of Mr. Puthiya Kottal Shameem should be available to the Company for a further period of three years with effect from 9th August 2017 without any remuneration until the 63th Annual General meeting when the payment of remuneration will be reviewed.

 

Except Mrs. Nadeera Shameem (Director) is a wife of Puthiya Kottal Shameem & Mr. Suneed Hashir (CFO) is a nephew of Mr. Puthiya Kottal Shameem, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution set out at Item Nos. 5 of the accompanying Notice.