Rico Auto Industries : NCLT/ Court Convened Meeting

RlO AUTO IDUSTRIES LIMITED

REGO. & COR P. OFFI CE: 38 KM STONE, DELHI-JAI PUR HIG HWAY, GURUGRAM -122001, HARYANA (INDIA) EMAIL:[e-mail]: .ricoauto.in TEL.: [phone] FAX: [phone] CIN: L34300HR19 83PLC 023187

RAIL:SEC:2022

April 05, 2022

BSE Limited

Phiroze Jeejeebhoy Towers Dalal Street

Mumbai - 400001

Scrip Code - 520008

National Stock Exchange of India Limited Exchange Plaza,

51h Floor, Plot No.C/1, G Block Bandra-Kurla Complex Sandra (E), Mumbai - 400 051

Scrip Code - RICOAUTO

Sub :

Voting Results alongwith Scrutinizer's Report of Hon'ble National Company Law Tribunal Convened Meeting of Equity Shareholders of the Company held on 3rd April, 2022

Ref: In the matter of the Scheme of Amalgamation of RASA Autocom Limited (Transferor

Company 1), Rico Aluminium and Ferrous Auto Components Limited {Transferor Company 2) and Rico Investments Limited (Transferor Company 3) with Rico Auto Industries Limited (Transferee Company) and their respective shareholders

Dear Sir/Madam,

Pursuant to Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 SEBI Listing Regulations"), please find the following dosclosures, in relation to the Meeting of Equity Shareholders of the Company held on Sunday, the 3rd day of April, 2022 at 12.30 PM through Video Conferencing (VC), as directed by Hon'ble National Company Law Tribunal, Chandigarh Bench:

• 1. Voting Result of the meeting of equity shareholders pursuant to Regulation 44 of SEBI Listing Regulations; and

• 2. Consolidated Scrutinizer's Report on remote e-voting and voting conducted at the meeting of equity shareholders

We wish to further inform that the resolution as set out in notice convening the said meeting have been passed by the Members with the requisite majority.

This may also be considered as compliance of Regulation 30 of the SEBI Listing Regulations.

Thanking you,

Yours faithfully, for Rico Auto Industries Limited

�t

B.M. Jham� Company Secretary FCS: 2446

Encl : As above

Voting Results of Hon'ble NCLT convened Meeting of Equity Shareholders

Details of E-voting at the Hon'ble NCLT convened Meeting of Equity Shareholders and Remote E-voting Results as per Regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of the following resolution:

Date of the Hon'ble NCLT convened Meeting of Equity Shareholders	03/04/2022
Total No. of Shareholders on Cut-off Date (25/03/2022)	74576
No. of Shareholders present in the meeting either in person or through proxy:	NA
Promoters and Promoters Group : Nil
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Resolution No. 1 To approve the Scheme of Amalgamation of RASA Autocom Limited (Transferor Company 1 ), Rico Aluminium and Ferrous Auto Components Limited (Transferor Company 2 ) and Rico Investments Limited (Transferor Company 3 ) with Rico Auto Industries Limited (Transferee Company ) and their respective shareholders and creditors under the provisions of Sections 230 to 232 of the Companies Act, 2013 and the other applicable provisions thereof and applicable rules thereunder.

Resolution Required (Ordinary/Special)

Whether Promoter/Promoter Group are interested in the agenda/resolution?

Special Resolution No

CategoryMode of VotingNo. of shares held

No. of votes polled

¾age of votes polled on outstanding sharesNo. of votes-in favour

(1)

(2)

(3)=[(2)/(1)]*1 00

(4)

�Total

1493775

65.34

1493775

Public-othersE-Votina Poll

6316272

64919316

0

9.73 0.00

6253767

0

Total

6316272

9.73

6253767

Total

135285000

75885463

56.09

75822988

No. of	¾age of votes
votes-	in favour on
against	votes polled
(5)	(6)=[(4)/(2)]*100
100.00	0.00
0.00	0.00
100.00	0.00
100.00	0.00
0.00	0.00
100.00	0.00
99.01	0.99
0.00	0.00
99.01	0.99
99.92	0.08

62475

¾age of votes against on votes polled

(7)=[(5)/(2)]*

100

0

62475

0

62475

1526, Sector 18D, Chandigarh-160018

SRJ

Leal

Tel. [phone]

Email:[e-mail]

SCRUTINIZER'S REPORT

/P11n.-um11 to Section 108 ohe Companies Act, 2013 (hereinaſter "the Act")

read with Rule 20 ofthe Companies (Management and Admi11istr1tio11) Rules, 2014 (hereinaſter "ftfmwgement Rules") am/ Hon'ble Natioual Company Law Tribwwl, Cltandigar Bench Order/

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To, r. Aas hish Chopra

The Chairman of the NCLT convened Meeting of Equity Shareholders of Rico Auto Industries Limited, (CIN: L34300HR1983PLC023187)

Regd. Office: 38. K.M. Stone, Delhi Jaipur Highway Village Kbandsa, C/o Rico Auto Industrie Limited, Gurgaon Haryana-122001, India

Sub: Consolidated Scru inizer's report on the results of ,oting by Equi Shareholders of Rico Auto Industries Limited ("Company") of remote e-voting prior to the Meeting and c-voting during the meeting of Equi Shareholders of the Companv pursuant to the order of the Hon'ble National Company Law Tribunal, Chandigarh Bench ("on'ble Tribunal" or "NCLT'') held on April 03, 2022 at 12:30 p.m. ST), through ,ideo conferencing/other audio vi�ual means, pursuant to Sections 230-232 of the Act, read with the Companies (Compromises, Arrangements and Arn-llgamations) Rules, 2016 ("Arrangement Rules"), and Sections 108 of the Act read with Rule 20 of Management Rules as amended.

Dear Sir.

I. Rahul Jogi. ha ing dlicc at 1526, Sector 18D. ChanJigarh-160018, have been appointed as a Scrutinizer b) the Hon'ble 1 ribunal. b) its order 11 January, 2022, r the purpose of scrutinizing the remote e voting process (prior to the meeting) and e-voting (during the meeting), in a ir nnd transparent man1er, of the meeting of the equity shareholders of the Company, com ened by the abo, esaid Order a1 d held on Sunday, April 03, 2022 at 12:30 p.m. (1ST) through video conferencing (YC) / other audio visual means (OAVM), pursuant to the provisions of the Sections 230 to 232 of Act read ith Arrangement Rules and Sections I08 and of the Act read with Rule 20 of the Management Rules as amended and Regulation 44 of the Securities and Exchange Board of lndia (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), on the below mentioned resolution seeking approval of the equity shareholders to the Scheme of Amalgamation amongst RASA Autocom Limited, Rico Aluminium and Ferrous Auto Components

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Limited and Rico lmestm·nts Limited. all Transferor Companies with Rico Auto Industries Limited and their respective shareholders and creditors (''Scheme"'). under sections 230 to 232 of the Act, as set forth in the notice of tht meeting of equity shareholders of the Company ("Notice").

Management's Responsibili

fhe Compliance "ith the equirement of the Act. the Rule� made there-under, above said order of Hon'ble NCLT and the SE 31 Listing Regulations relating to Remote E-voting and e-voting during the meeting on the under ment oned resolution is the responsibility of the management of the Company. The management of the Company is responsible r ensuring a secured framework and robustness of the electronic Oling systen s.

crutiniser's Responsibilitv

M) responsibility as a Sc utiniser was restricted to ensure that the voting process both through Remote E-voting and e-vot ng during the meeting, is conducted in a fair and transparent manner and to prepare a Consolidated Scrutinizer's Report on the Votes cast "in favour" or "against" the Resolution and "im,alid" H·tes casted b) the equit) shareholders based on the reports generated from the e-,·oting S)Stem pro idcJ by National Securities Deposit01y Limited ("NSDL")

I hereby submit my report as under:

I. In tenns of Sectior 108 of the Act read with Rule 20 of the Management Rules and the provisions or the SLBf Listing Regulalions. as amended, the Company had engaged NSDL. being an authorised agency engaged by the Company to provide the facility to exercise their right to vote on the resolution proposed to be passed at the Meeting through electronic means (by using the electronic voting system) by (i) remote e-voting prior to the Meeting; (ii) e­, oting during the Mceting.

• 2. As confirmed b) tl·e Company. the said notice along with the Scheme and explanatory stateme111 under Sections 230(3 ), 232( I), 232(2) read with section 102 and other applicable prO isions of the A�t read with Rule 6 of the Arrangements Rules, the Notice and other annexures ("Notice'') was sent on March 2, 2022 through electronic mode to 67,583 Equity Shareholders and through speed post to 6,830 Equity Shareholders,

• 3. In tes of the Notice, the remote e-voting commenced on Tuesday, 29th March, 2022 at 9:00 a.m. (1ST) to Saturday. 2nd April, 2022, at 5:00 p.m. (1ST). At the end ofthe Remote e-voting period, the Remote e voting cility was blocked by NSDL rthwith.

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4. The quorum as prescribed in tbe Order was 30, I I 2 equity shareholding in number or 40% of total paid-up equit� share capital. At the commencement of meeting, i.e., 12:30 p.m. the moderator inrmed that 58 equity shareholders holding 50.10% total paid-up equity share capital were present and hence, the meeting was called to be in order.

S. The equity shareholders having shareholding as on cut-off date i.e., 25 th March, 2022, were entitled to vote on the proposed resolution as set out in the notice of said NCLT convened meeting of the Company.

6. The Company prcvided the cility of e-voting during meeting only to such equity shareholders who h·1d not cast their vote through Remote e-voting.

• 7. Aſter the closure of the e-voting at the equity shareholders, the report on the votes cast under remote e-voting facility prior to the Meeting and under e-voting at the Meeting were unblocked and results files were downloaded.

• 8. I have scrutinized d reviewed the remote e-voting prior to the Meeting and at the Meeting and votes tendered therein based on the data downloaded from NSDL. The downloaded data was reconciled wiJ, the records maintained by NSDL and the authorisations with the Company.

9. The resolution placed before the equity shareholders and consolidated result of the e-voting on the same throuh remote e-voting prior to the Meeting and e-voting during the Meeting seeking approval ot the equity shareholders ofthe Company is given below.

"RESOLVED T pursuant to the provisions Sections 230 to 232 of the Companies Act, 20 I 3 read with th, Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other apo!icable provisions of the Companies Act, 2013 (including any statutory modification(s), a111endment(s) or re-e11actment(s) thereof for the time being in force), the SEBI (Listing Of ligations and Disclosure Requirements) Regulations, 2015 ('SEBI LODR"), releva1 t provisions of the emurundu111 and Articles of Association of the Compa11,v and sub1ect to the approval of the Hun'ble Nalional Company law Tribunal at Chandigarh ( "NCLT'1 and/or any other relevam govemenr or regulato,y awhori, body, institution (hereinafter coflecrively referred as "Concemed Authority''), ifany, of competent jurisdiction under opplicable laws for the time being in force, and subject to such conditions or guidelines. if ay, as may be prescribed, imposed or stulated in this regard by the shareholders and/,,r creditors of the Company, Tribunals or Conceed Authorities, from time w time, while granLing such approvals, consents, permissions and/or sanctions under

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