annual-report-FY2021

194 COMPANY OVERVIEW BOARD’S REPORT MANAGEMENT DISCUSSION AND ANALYSIS CORPORATE GOVERNANCE BUSINESS RESPONSIBILITY REPORT STANDALONE ACCOUNTS CONSOLIDATED ACCOUNTS POSTAL BALLOT During the year, the Members of the Company approved by way of Special Resolution through Postal Ballot (through remote e-voting mechanism) Transfer/Dilution of Stake in SsangYong Motor Company, a Material Subsidiary of the Company (“SYMC”) and/or cessation of control of the Company over SYMC. In view of the massive outbreak of COVID-19 pandemic requiring social distancing, Ministry of Corporate Affairs vide its General Circulars No.14, 17 & 22/2020 dated 8 th April, 2020, 13 th April, 2020 and 15 th June, 2020, respectively (“MCA Circulars”), had advised the companies to take all decisions requiring members’ approval, other than items of ordinary business or business where any person has a right to be heard, by way of postal ballot through remote e-voting mechanism in accordance with the provisions of the Act and Rules made thereunder, without holding a general meeting that requires physical presence of Members at a common venue. In compliance with the requirements of above MCA Circulars, the aforesaid Resolution was proposed to be passed by means of Postal Ballot and the Hard copy of Postal Ballot Notice along with Postal Ballot Form and pre-paid business reply envelope were not sent to the Members for the said Postal Ballot and the Members were requested to communicate their assent or dissent through remote e-voting system only. The Board had appointed Mr. Sachin Bhagwat, Practicing Company Secretary (ICSI Membership No. ACS 10189) and failing him Mr. Prashant Vaishampayan, Practicing Company Secretary (ICSI Membership No. FCS 4251), as Scrutiniser to scrutinise votes cast electronically in a fair and transparent manner. Further, in compliance with the provisions of sections 108 and 110 of the Act read with Rule 20 and 22 of the Rules, as amended and the provisions of Regulation 44 of the Listing Regulations, Members were provided with the facility to cast their votes electronically, through the e-voting services provided by KFin Technologies Private Limited, Registrar & Transfer Agent of the Company (‘KFin’) on the resolution set forth in this Notice of Postal Ballot, through remote e-voting. Details of Voting of the above Resolution are as under: Particulars Percentage of total e-votes Result Votes in favour of the Resolution 98.7665 Passed with requisite majority Votes against the Resolution 1.2335 Total 100 Procedure adopted for Postal Ballot: • The Notice of the Postal Ballot dated 7 th August, 2020 containing the Draft Resolution and Explanatory Statement, were emailedon12 th August, 2020 to those Members whose names appeared on the Register of Members/List of Beneficial Owners as received from National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) as on Friday, 7 th August, 2020 (“cut-off date”) and were sent only in electronic mode to those Members whose e-mail addresses were registered with the Company or KFin or the Depository Participant(s). The details of E-Voting Event Number (“EVEN”), User ID and Password were emailed by KFin to those Members whose e-mail IDs were registered with the Company/Depository Participant(s). The Notice also specified the procedure for registering the email addresses and obtaining the Notice of Postal ballot and remote e-voting instructions by the Members whose email addresses were not registered with the depositories. • The advertisement was published in the Newspapers (including e-Newspapers) viz. ‘Business Standard’ (English) and ‘Sakal’ (Marathi) on 13 th August, 2020 giving the requisite details as per the provisions of the Act and Secretarial Standard - 2. • The remote voting period began on Friday, 14 th August, 2020 at 9:00 a.m. (IST) and ended on Saturday, 12 th September, 2020 at 5:00 p.m. (IST). • The Scrutinizer submitted his Report on 12 th September, 2020 and the resolution was deemed to have been passed on the last date of remote e-voting i.e. on Saturday, 12 th September, 2020. No Extraordinary General Meeting was held during the past 3 years. No Special Resolution(s) requiring a Postal Ballot is being proposed at the ensuing AGM of the Company.