Date: Sept 21, To, The Secretary, BSELIMITED P J Towers, Dalal Streets, Mumbai Dear Sir /Madam,

Transcription

1 Gowra Group GOWRA LEASING & FINANCE LIMITED Registered Office : No. 501, 5th Floor, Gowra Grand, Behind Gowra Plaza, & 385 S.P. Road, Begumpet, Secunderabad Tel : , Fax : Website : info@gowraleasing.com, glfl@gowra.net GIN No. : L6591OTG1993PLC GSTIN: 36AAACG9135F1ZP Date: Sept 21, 2018 To, The Secretary, BSELIMITED P J Towers, Dalal Streets, Mumbai Dear Sir /Madam, Ref.: Scrip Code: Sub.: Outcome of 25th Annual General Meeting & Voting results. This is with reference to our earlier letter dated August 29, 2018 regarding the 25th Annual General Meeting (AGM) of the Company held on September 20, In accordance with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this is to inform you that the Members of the Company transacted the business as stated in the Notice of 25th AGM, dated September 20, SI No. Descri tion Particulars A. Date of AGM Se tember 20, 2018 B. Total no. of Shareholders on September 01, 2017 cut-of date 1507 C. No. of shareholders 47 present in meeting either in person or through proxy D. Shareholders Present person in Equity Shares and % to capital Promoter & Promoter Total E. No. of shareholders attended the meeting through video conferencing: Promoter & Promoter group: Not applicable Public: Not a licable

2 The agenda-wise disclosure of voting details is enclosed as Annexure-1. The Report of Scrutinizer on remote e-voting & voting at AGM (by polling) is enclosed as Annexure - II. Further, pursuant to Regulation 30 of the Listing Regulations, summary of the 25th AGM proceedings is enclosed as Annexure - III. Kindly acknowledge the receipt. Thanking you, Encl: a/a

3 FORMAT OF VOTING RESULTS ANNEXURE-1 Date ofagm September 20, 2018 Total Number of shareholders on record date 1507 No. of shareholders present in the meeting either in person or through proxy: 47 I Promoter and Promoter Group: 20 I Public: 27 No. of Shareholders attended the meeting through Video Conferencing - Not Applicable 1. TO RECEIVE, CONSIDER AND ADOPT THE AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2018 AND THE REPORTS OF THE DIRECTORS AND AUDITORS THEREON Resolution Required: Whether Promoter/ promoter group are interested in resolution: Ordinary Resolution No Promoter/ Public % of votes No.of No.of polled on No.of No.of shares votes outstandi Votes in votes Mode of held Polled ngshares favour against Voting (3) = (1) (2) [(2)/(1) * (4) (5) 100) %of %of Votes in Votes favour on against votes on votes polled polled (6}= (7}= ((4)/(2) * ((5)/(2) 100) * 100) e-voting Promoter& promoter Group Poll Total o.oo Public- e-voting Institutional Poll Holders Total e-voting Public- Non Poll Institutions Total Grand Total

4 2. TO DECLARE DIVIDEND ON THE EQUITY SHARES FOR THE FINANCIAL YEAR Resolution Required: Whether Promoter/ promoter group are interested in resolution: Promoter/ Public Ordinary Resolution No %of %of % of votes Votes in Votes No.of No.of polled on No.of No.of favour on against shares votes outstandi Votes in votes votes on votes Mode of held Polled ngshares favour against polled polled Voting (3) = (6}= (7}= (1) (2} [(2)/(1) * (4) (5} [(4)/(2) * [(5)/(2) 100) 100) * 100) e-voting Promoter& Poll promoter Group Total Public- e-voting 0 o.oo Institutional Poll Holders Total e-voting Public- Non Poll Institutions Total Grand Total

5 3. REAPPOINTMENT OF SHRI LAKSHMIRAYANA GOWRA (DIN: ), WHO RETIRES BY ROTATION, AND BEING ELIGIBLE, Resolution Required: Whether Promoter/ promoter group are interested in resolution: Promoter/ Public OFFERS HIMSELF FOR THE RE-APPOINTMENT Ordinary Resolution No % of votes No.of No.of polled on No.of No.of shares votes outstandi Votes in votes Mode of held Polled ngshares favour against Voting (3) = (1) (2) [(2)/(1) * (4) (5) 100] %of %of Votes in Votes favour on against votes on votes polled polled (6)= (7)= [(4)/(2) * [(5)/(2) 100) * 100) e-voting Promoter& Poll promoter Group Total o.oo Public- e-voting Institutional Poll Holders Total e-voting Public - Non Poll Institutions Total o.oo Grand Total

6 4. DETERMINING THE FEES FOR DELIVERY OF ANY DOCUMENT THROUGH A PARTICULAR MODE OF DELIVERY TO A MEMBER Resolution Required: Whether Promoter/ promoter group are interested in resolution: Promoter/ Public Ordinary Resolution No %ofvotes No.of No.of polled on No.of No.of shares votes outstandi Votes in votes Mode of held Polled ngshares favour against Voting (3) = (1) (2) ((2)/(1} * (4} (5} 100) e-voting Promoter& Poll promoter Group Total Public - e-voting Institutional Poll Holders Total e-voting Public-Non Poll Institutions Total Grand Total %of %of Votes in Votes favour on against votes on votes polled polled {6}= (7)= ((4)/(2) * ((5)/(2) 100) * 100)

7 5. ADOPTION OF NEW ARTICLES OF ASSOCIATION OF THE COMPANY Resolution Required: Whether Promoter/ promoter group are interested in resolution: Promoter/ Public Special Resolution No %ofvotes No. of No.of polled on No.of No.of shares votes outstandi Votes in votes Mode of held Polled ngshares favour against Voting (3) = (1) (2) [(2)/(1) * (4) (5) 100) %of %of Votes in Votes favour on against votes on votes polled polled (6)= (7)= ((4)/(2) * ((5)/(2) 100) * 100) e-voting Promoter& Poll promoter Group Total Public- e-voting Institutional Poll Holders Total e-voting Public - Non Poll Institutions Total Grand Total

8 Hyderabad I Gurgaon I Chennai I Mumbai I Amaravathi R & A Associates T 202, Technopolis, /B, Above Ratnadeep Super Market, Chikoti Gardens, Begurnpet, Hyderabad , India info@rna-cs.com I CONSOLIDATED SCRUTINIZER'S REPORT [Pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended)] To The Chairman Gowra Leasing and Finance Limited Secunderabad 25th Annual General Meeting (AGM) of the Equity Shareholders of Gowra Leasing and Finance Limited held on Thursday, the 20th September, 2018 at 11 :30 AM at Hotel Taj Tristar, Secunderabad Dear Sir, I, P. Surya Prakash, Company Secretary in whole-time practice, Senior Associate, R&A Associates, Company Secretaries, Hyderabad was appointed as Scrutinizer by the Board of Directors of the Gowra Leasing and Finance Limited (Company) for the purpose of scrutinizing the remote e-voting and Poll process for the 25th Annual General Meeting (AGM) of the Company in fair and transparent manner pursuant to Section 108 of the Companies Act, 2013 (the Act) read with Rule 20 & 21 of the Companies (Management and Administration) Rules, 2014 (as amended) (the Rules) and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 (Listing Regulations), on the resolutions contained in the Notice of the 25th AGM of the members of the Company, held on Thursday, the 20th September, 2018 at 11:30 AM at Hotel Taj Tristar, Secunderabad , submit our report as under. The management of the Company is responsible to ensure the compliance with the requirements of the Act and the Rules and Listing Regulations relating to remote e-voting and Poll process for the resolutions contained in the Notice of the 25th AGM of the members of the company. Our responsibility as a Scrutinizer is to ensure that remote e-voting and Poll process is carried out in a fair and transparent manner and to make a consolidated scrutinizer's report on remote e-voting and Poll at the AGM venue. The Company has engaged the services of M/s Karvy Computershare Private Limited (Karvy), Hyderabad for voting by electronic means. In accordance with the Notice of the 25th AGM sent to the members and the 'Advertisement' published pursuant to Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended), the remote e-voting period was open from Monday, 17th September, 2018 at 9:00 AM!ST to Wednesday, 19th September, 2018 at 5:00 PM IST. shares as on Monday, September 10, 2018, "cut off date", were entitled to ~~Jl4ll:~ 1on stated in the Notice of the 25th AGM of the Company. ~ CJ)

9 Continuation sheet The Poll at the AGM venue was allowed with our assistance by using ballot paper, on the resolutions on which the voting is to be held. The said ballot paper was provided to all those members who were present at the AGM venue but have not cast their votes by availing the remote e-voting facility. As per the information provided by Karvy, the name of the Members who had voted through r emote e-voting facility was blocked. After the conclusion of the voting at t he AGM venue, the votes cast thereat were counted. Thereafter, the votes on remote e-voting were unblocked on Thursday, September 20, 2018 at PM!ST, in the presence of two witnesses who were not employees of the Company and thee-voting results/list of Members who have voted for and against were downloaded from the e-voting website of Karvy. The combined results of the remote e-voting and Poll at the AGM venue are given as 'Annexure- 1' to this report. Based on combined results, we report that, all the resolutions as per the Notice of the 25th AGM of the Company stands passed with requisite majority. The electronic data and all other relevant records relating to the remote e-voting and voting at the AGM venue are under my safe custody until the Chairman approves and sign the Minutes of the 25th AGM and thereafter will be handed over to the Company Secretary of the Company for safe preservation. Thanking you, For R & A Associates Place: Hyderabad Date: September 20, 2018 P - S..~k- _ (P. Surya Prakash) --..., Senior Associate FCS No.9072, CP No Witness -1: Signature: Name: Witness -2:{l A.. S ignatu re :~} Name: i(j!/t'[~(~

10 Item number of Notice and type of resolution Description Gowra Leasing and Finance Limited - 25th Annual General Meeting held on 20th September, 2018 Combined Results (E-Voting and Poll) Annexure-A Votes in favour of the Votes against the Invalid Votes Particulars of Total no. of votes resolution resolution Business cast No's %age No's %age No's % age 1 - Ordinary To receive, consider and adopt the Audited Financial E-votinq 11,81,375 11,81, Resolution Statements of the Company for the financial year ended 31st Poll 1,72,948 1,72, March 2018, along with the reports of the Board of Directors Total 13,54,323 13,54, and Auditors thereon 2 - Ordinary To declare Dividend on the equity shares for the financial Resolution year Ordinary Resolution 4 - Special Resolution 5 - Special Resolution E-votinq 11,81,375 11,81, Poll 1,72,948 1,72, Total 13,54,323 13,54, To re-appoint Shri Gowra Lakshmirayana (DIN: ), E-voting 11,81,375 11,81, who retires by rotation, and being eligible, offers himself for Poll 1,72,948 1,72, the re-appointment. Total 13,54,323 13,54, To consider and determine the fees for delivery of any E-voting 11,81,375 11,81, document through a particular mode of delivery to a Poll 1,72,948 1,72, member Total 13,54,323 13,54, E-voting 11,81,375 11,81, Adoption of new Articles of Association of the Company Poll 1,72,948 1,72, Total 13,54,323 13,54, ~~

11 Gowra Group GOWRA LEASING & FINANCE LIMITED Registered Office : No. 501, 5th Floor, Gowra Grand, Behind Gowra Plaza, & 385 S.P. Road, Begumpet, Secunderabad Tel : , Fax : Website : info@gowraleasing.com, glfl@gowra.net CIN No.: L65910TG1993PLC GSTIN : 36AAACG9135F1 ZP SUMMARY OF PROCEEDINGS OF THE z5rn ANNUAL GENERAL MEETING ANNEXURE th Annual General Meeting (AGM) of the Members of Gowra Leasing & Finance Limited (Company) was held on Thursday, 20th September, 2018 at A.M at Hotel, Taj Tristar, "Seven Hills",1-4-40, S.D. Road, Secunderabad , Telangana, INDIA. Directors Present: 1. Shri D. Suresh 2. Shri Gowra Srinivas 3. Shri T Shankar 4. Smt. Madhuamthi Suresh 5. Shri Gowra Lakshminarayana 6. Dr. Soma Sudheer 7. Shri Gowra Lakshmi Prasad Chairman & Independent Director Managing Director & Member Chairman of Audit Committee & Independent Director Independent Director Director & Member Director & Member Director & Member In Attendance: Shri A V Rama Krishna Rao Shri Zafar Imam Khan Shri P. Surya Prakash Chief Financial Officer Company Secretary M/s R & A Associates (Scrutinizer) Members Present: In person & by proxy, 4 7 representing 12,66,007 shares Shri Gowra Srinivas welcomed the members to the meeting and invited the Chairman and Directors to the dais. All Directors attend the meeting. Chairman invited Mrs. Anuradha to offer prayer before commencement of meeting. Shri D. Suresh, Chairman occupied the Chair and introduced Directors on the Dias. Total fortyseven (47) members (including proxies) were present at the meeting as per the records of attendance. Since the requisite quorum was present, the Chairman directed commencement of the Meeting...

12 With the permission of members, the notice, Annual Report and Accounts of the Company were taken as read. The Chairman delivered his speech followed with the address by Managing Director speech which highlighted the operations of the Company during the Financial Year , shared the future outlook of the Company and further threw light on Global, Indian & Regional economies. Members were informed that pursuant to Section 108 of Companies Act, 2013 read with Rules made there under and listing agreement, the Company provided the facility ofremote e-voting to the shareholders to cast their vote electronically on the resolutions as set out in the Notice. The remote e-voting commenced at AM on September 17, 2018 and ended at 5.00 P.M. on September 19, Pursuant to Section 109 of the Companies Act, 2013 read with Rules made there under, chairman of the company had suo moto called for a Poll for the business at the AGM. The Company has engaged the services of Karvy Computershare Private Limited as the agency for providing e-voting facility. Board of Directors appointed Shri G. Raghu Babu in his absence Shri P. Surya Prakash, Company Secretary in whole-time practice, R&A Associates, Company Secretaries, Hyderabad as a Scrutinizer for the purpose of scrutinizing the e-voting process and Poll in a fair and transparent manner. Chairman briefed each resolution to be passed at AGM and invited the members to seek clarification on the items of business at AGM to which the Management replied satisfactorily. Thereafter, the Chairman ordered for poll at the meeting and requested Shri P. Surya Prakash, Scrutinizer for orderly conduct of voting. The Chairman informed the members that the combined results of e-voting, physical ballot forms and voting by poll at AGM would be placed on the website of the Company on 30th September, The resolutions passed by the members with requisite majority related to the following: Ordinary Business: 1. Adoption of Audited Financial Statements of the Company for the financial year ended 31st March 2018 and reports of the Board of Directors and Auditors thereon. (Ordinary resolution) 2. Declaration of Dividend on Equity share for the Financial Year (Ordinary resolution).

13 3. Reappointment of Shri Lakshmirayana Gowra (DIN: ), who retires by rotation, and being eligible, offers himself for the re-appointment (Ordinary resolution). Special Business: 4. Determining the fees for delivery of any document through a particular mode of delivery to a member (Ordinary resolution). 5. Adoption of new Articles of Association of the Company (Special Resolution) Thanking you Yours faithfully