BHUSHAN STEEL LIMITEDtatasteelbsl.co.in/Investor Relations pdf/Notice/Outcome...BHUSHAN BHUSHAN...

BHUSHAN

BHUSHAN STEEL LIMITED

BSL/CS/SE18 September 25, 2018

The Secretary Listing Department BSE Limited,

Phiroze Jeejeebhoy Towers,

Dalai Street, Mumbai — 400001 Maharashtra, India Scrip code: 500055

The Manager Listing Department National Stock Exchange of India Limited,

"Exchange Plaza", 5th Floor,Plot No. C/1, G-

Block, Bandra — Kuria Complex, Bandra (E), Mumbai-400051, Maharashtra, India Scrip code: BHUSANSTL

Dear Sir, Madam,

Sub: Proceeding and voting results of the 35' Annual General Meeting ("AGM") of

Bhushan Steel Limited ("the Company")

The 35th AGM of the Company was held today at 12:00 noon at Kamani Auditorium, 1

Copernicus Marg, New Delhi 110001 to transact the business as stated in the Notice dated

August 22, 2018, convening the AGM.

In this regard please find enclosed the following:

1) Summary of the proceedings of AGM of the Company as required under Regulation

30 read with PART A of Schedule - Ill of the Securities Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing

Regulations") - Annexure- A

2) Voting Results transacted at the AGM, as required under Regulation 44(3) of the

Listing Regulations - Annexure B.

3) The Scrutinizer' Report dated September 25, 2108 pursuant to Section 108 of the

Companies Act, 2013 read with Rule 20 of the Companies (Management and

Administration) Rules 2014 — Annexure C.

The meeting concluded at 1:00 P.M.

Reg. Office: B 9 to 12, Okhla Industrial Area, Phase-1, New Delhi 110020 India. Tel & Fax: 91-11-26811033 Corp. Office : 23 Site IV, Sahibabad Industrial Area, Dist. Ghaziabad-201010 U. P. Tel & Fax: 91-120-3028001

Email:[email protected] Website:www.bhushansteel.com GSTIN-07AAACB1247M2ZQ CIN:L74899DL1983PLC014942

BHUSHAN


The voting results along with the Scrutinizers' Report is available on the Company's website

at www.bhushansteel.com

This is for your information and records.

Yours faithfully Bhushan Steel Limited

0 P Davra Company Secretary

Encl: As above



BHUSHAN


Annexure- A

Summary of proceedings of the 35th Annual General Meeting

The 35th Annual General Meeting ("AGM" / "Meeting") of Bhushan Steel Limited ("the

Company") was held today i.e. Tuesday, September 25, 2018 at 12:00 noon at Kamani

Auditorium, 1 Copernicus Marg, New Delhi 110001.

Mr. T. V. Narendran chaired the meeting. All the directors except Mr. Krishnava Dutt,

Ms. Neera Saggi and Mr. Srikumar Menon were present at the meeting. After declaring the requisite quorum to be present, the Chairman called the Meeting to order.

With the consent of the Shareholders present at the Meeting, the Notice convening the AGM for

the year ended March 31, 2018 was taken as read. The Chairman then briefed the Members with respect to the corporate insolvency resolution process of the Company, Financial Performance of the Company for the year ended March 31, 2018 and activities in connection with aligning the Company's operations with that of Tata Steel.

The Chairman informed the Members that in compliance with the provisions of the Companies

Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the Company has provided to

the Members the facility to cast their vote through remote e-voting. Further, the Chairman informed the Members that the facility of physical voting through ballot paper was also made

available at the venue of the meeting for Members who have not cast their vote through remote e-voting.

The Chairman informed the Members, that the Board of Directors had appointed

Mr. P. N. Parikh or failing him Mr. Mitesh Dhabliwala of Parikh & Associates, Practicing Company Secretaries, as the Scrutinizer to scrutinize the remote e-voting process as well as physical voting through ballot paper at the venue of the AGM.

The Chairman informed the Members about the business to be transacted at the meeting. As per Notice dated August 22, 2018 convening the 35th AGM of the Company, the following business was transacted at the Meeting. Resolution Nos. 1 to 5 and 7 were Ordinary Resolutions and Resolution No. 6 was a Special Resolution:

1. Adoption of the Audited Standalone Financial Statements of the Company for the Financial

Year ended March 31, 2018 and the Reports of the Board of Directors and Auditors thereon

2. Adoption of the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2018 and the Report of the Auditors thereon.



BHUSHAN


3. Appointment of Director in place of Mr. Anand Sen (DIN:00237914), who retires by rotation

and being eligible, seeks re-appointment

4. Appointment of M/s. Walker Chandiok & Co LLP as the Statutory Auditors of the Company

for a period of 5 years

5. Appointment of Mr. Srikumar Menon (DIN 00470254), as an Independent Director

6. Change in the name of the Company to "Tata Steel BSL Limited" or such other name as may be approved by the Registrar of Companies and consequent amendments in the Memorandum and Articles of Association of the Company

7. Ratification of remuneration of Messrs Shome & Banerjee, Cost Auditors of the Company

Members present at the meeting were given an opportunity to ask questions and seek clarification(s). The Chairman appropriately responded to the questions raised.

Post the question and answer session, the Chairman thanked all the Members present at the

Meeting and then concluded the Meeting by authorizing the Company Secretary to carry out the voting process and declare the voting results. He informed the Members that the voting results

will be sent to the Stock Exchanges on which the Company's shares are listed and will also be

made available on the website of the Company and the National Securities Depository Limited within 48 hours of the conclusion of the Meeting.

Post the conclusion of the voting at the venue, the scrutinizers' report was received.

All the Resolutions have been passed with requisite majority.

Yours Faithfully Bhushan Steel Limited

0 P Davra Company Secretary



BHUSHAN


Annexure B

Voting Results of the business transacted at the 35th AGM, as required under Regulation 44(3) of the Listing Regulations

Date of the Annual General Meeting September 25, 2018

Total number of shareholders on cut-off

date (September 18, 2018)

1,02,230

No. of Shareholders present in the meeting

either in person or through proxy

Promoter and Promoter group 1

Public 151

No. of Shareholders present in the meeting

through video conferencing

Promoter and Promoter group -

Public -



Shushan Steel Limited

Resolution No. 1 Adoption of the Standalone Audited FInanical Statements of the Company for the for the financial year ended March 31, 2018 and the Reports of the Board of Directors and Auditors thereon

Resolution Required Ordinary

Whether Promoter /Promoter group are interested In the agenda/ resolution NO

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 % Votes in Favour on votes polled % Votes in Against on votes polled

1 2 3=)(2)/(1)J•100 4 S 6=[(4)/(2)1•100 7=((5)/(2))•100

Promoter and Promoter Group E-Voting 794,428,986 100.00 794,428,986 100.00 0.00

Poll • 0.00 - 0.00 0.00

Postal Ballot(if applicable) applicable) - 0.00 - - 0.00 0.00

Total 794,428,986 100.00 794,428,986 - 100.00 0.00

Public Institutions E-Voting

125,730,436

3,271,345 2.60 L271,345 - 100.00 0.00

Poll - 0.00 - - 0.00 0.00

Postal Ballot(if applicable) - 0.00 - - 0.00 0.00

Total 3,271,345 2.60 3,271,345 - 100.00 0.00

Public Non Institutions E-Voting

173,280,346

127,805 0.07 125,325 2,480 98.06 1.94

Poll 344,526 0.20 344,526 - 100.00 0.00

Postal Ballot(if applicable) 0.00 - 0.00 0.00

Total 472,331 0.27 469,851 2,480 99.47 0.53

Total 1,093,439,768 798,172,662 73.00 798,170,182 2,480 100.00 0.00

Resolution No. 2 Adoption of the Consolidated Audited Finanical Statements of the Company for the financial year ended March 31, 2018 and the Reports of the Auditors thereon


Whether Promoter /Promoter group are interested in the agenda/ resolution NO


1 2 3-4(21/(1)1'100 4 5 6=)(4)/(2)]*100 7=)f5)/(2)).100

Promoter and Promoter Group E-Voting

794,428,986

794,428,986 100.00 794,428,986 - 100.00 0.00

Poll 0.00 - 0.00 0.00

Postal Ballot( if applicable) - 0.00 - 0.00 0.00

Total 794,428,986 100.00 794,428,986 - 100.00 0.00


125,730,436if

3,271,345 2.60 3,271,345 - 100.00 0.00

Poll 0.00 - 0.00 0.00

Postal Ballot( applicable) - 0.00 - - 0.00 0.00

Total 3,271,345 2.60 3,271,345 • 100.00 0.00


173,280,346

118,805 0.07 116,602 2,203 98.15 1.85

Poll 344,526 0.20 344,526 - 100.00 0.00

Postal Ballog if applicable) - 0.00 0.00 0.00

Total 463,331 0.27 461,128 2,203 99.52 0.48

Total 1,093,439,768 798,163,662 73 798,161,459 2,203 100.00 0.00

Resolution No. 3 Appointment of Director in place of Mr. Anand Sen (DIN:00237914), who retires by rotation and being eligible, seeks re-appointment


Whether Promoter /Promoter group are interested in the

agenda/ resolution NO


1 2 3.[(2)/(1)1•100 4 5 6.)(4)/(2)).100 7.[(5)/(2)1'100


794,428,986

794,428,986 100.00 794,428,986 - 100.00 0.00

Poll - 0.00 - - 0.00 0.00

Postal Ballot(if applicable) - 0.00 - 0.00 0.00

Total 794,428,986 100.00 794,428,986 - 100.00 0.00


125,730,436

3,271,345 2.60 3.271,345 - 100.00 0.00

Poll - 0.00 - - 0.00 0.00


Total 3,271,345 2.60 3,271,345 100.00 0.00


173,280,346

127,805 0.07 112,736 15,069 88.21 11.79

Poll 344,526 0.20 344,526 - 100.00 0.00


Total 472,331 0.27 457,262 15,069 96.81 3.19

Total 1,093,439,768 798,172,662 73.00 798,157,593 15,069 100.00 0.00

Resolution No. 4 Appointment of M/s. Walker Chandlok & Co LLP as the Statutory Auditors of the Company for a period of 5 years


Whether Promoter /Promoter group are interested In the agenda/ resolution

NO

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 %Votes in Favour on votes polled % Votes in Against on votes polled

1 2 3=((2)/(1))•100 4 5 644)/(2)1‘100 7sT5)/(2))•100 Promoter and Promoter Group E-Voting

794,428,986

794,428,986 100.00 794,428,986 - 100.00 0.00 Poll 0.00 • - 0.00 0.00 Postal Ballot(if applicable) - 0.00 • - 0.00 0.00 Total 794,428,986 100.00 794,428,986 - 100.00 0.00


125,730,436

3,271,345 2.60 3,271,345 - 100.00 0.00 Poll - 0.00 - 0.00 0.00 Postal Ballot(if applicable) 0.00 - 0.00 0.00 Total 3,271,345 2.60 3,271,345 - 100.00 0.00


173,280,346

1,101,649 0.64 106,657 994,992 9.68 90.32 Poll 344,521 0.20 344,521 - 100.00 0.00 Postal Ballot(if applicable) 0.00 - 0.00 0.00 Total 1,446,170 0.83 451,178 994,992 31.20 68.80

Total 1,093,439,768 799,146,501 73.09 798,151,509 994,992 99.88 0.12

Resolution No. 5 Appointment of Mr. Srikumar Menon (DIN 00470254), as an Independent Director


Whether Promoter /Promoter group are Interested in the agenda/ resolution

NO

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 %Votes in Favour on votes polled % Votes in Against on votes polled

1 2 3=((2)/(1))*100 4 5 6.=((4)/(2)]•100 7.[(5)/(2))•100


794,428,986

794,428,986 100.00 794,428,986 100.00 0.00

Poll - 0.00 - 0.00 0.00


Total 794,428,986 100.00 794,428,986 - 100.00 0.00

Public Institutions &Voting

125,730,436

3,271,345 2.60 3,271,345 - 100.00 0.00

Poll - 0.00 - - 0.00 0.00


Total 3,271,345 2.60 3,271,345 - 100.00 0.00


173,280,346

127,805 0.07 112,796 15,009 88.26 11.74

Poll 344,526 0.20 344,526 - 100.00 0.00

Postal Ballot(if applicable) 0.00 0.00 0.00

Total 472,331 0.27 457,322 15,009 96.82 3.18

Total 1,093,439,768 798,172,662 73.00 798,157,653 15,009 100.00 0.0

Resolution No. 6 Change in the name of the Company to "Tata Steel 851 Limited" or such other name as may be approved by the Registrar of Companies and consequent amendments In the Memorandum and Articles of Association of the Company

Resolution Required Special

Whether Promoter /Promoter group are Interested In the agenda/ resolution NO

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 % Votes in Favour on votes polled %Votes in Against on votes polled

1 2 3.[(2)/(1)1•100 4 5 6.[(4)/(2)]*100 7.1(5)/(2)1•100


794,428,986

794,428,986 100.00 794,428,986 - 100.00 0

Poll - 0.00 - 0.00 0

Postal Ballot(if applicable) - 0.00 - - 0.00 0

Total 794,428,986 100.00 794,428,986 100.00 0


125,730,436

L271,345 2.60 3,271,345 - 100.00 0

Poll - 0.00 - - 0.00 0

Postal Ballot(If applicable) - 0.00 - 0.00 0

Total 3,271,345 2.60 3,271,345 - 100.00 0


173,280,346

1,118,845 0.65 1,116,434 2,411 99.78 0.22

Poll 344,526 0.20 344,526 100.00 0

Postal BalloNif applicable) - 0.00 - 0.00 0

Total 1463,371 0.84 1,460,960 2,411 99.84 0.16

Total 1,093,439,768 799,163,702 73.09 799,161,291 2,411 100.00 0.0

esolution No. 7 Ratification of remuneration of Messrs Shome & Banerjee, Cost Auditors of the Company


Whether Promoter /Promoter group are interested in the agenda/ resolution NO


I 2 3=[(2)/(1)1•100 4 5 64(4)/(2)).100 7=)(5)/(2))*100


794,428,986

794,428,986 100.00 794,428,986 - 100.00 0.00

Poll 0.00 - - 0.00 0.00


Total 794,428,986 100.00 794,428,986 - 100.00 0.00


125,730,436

3,271,345 2.60 3,271,345 - 100.00 0.00

Poll - 0.00 - - 0.00 0.00

Postal Ballot(if applicable) - 0.00 - • 0.00 0.00

Total 3,271,345 2.60 3,271,345 - 100.00 0.00


173,280,346

129,251 0.07 115,996 13,255 89.74 10.26

Poll 344,526 0.20 344,526 - 100.00 0.00

Postal Ballot(if applicable) 0.00 - - 0.00 0.00

Total 473,777 0.27 460,522 13,255 97.20 2.80

Total 1,093,439,768 798,174,108 73.00 798,160,853 13,255 100.00 0.00 For Shushan Steel Limited

0. P. Davra Company Secretary

PARIKH & ASSOCIATES Office : 111, 11th Floor, Sai-Dwar CHS Ltd, Sab TV Lane, Opp Laxmi Industrial Estate Off Link Road, Above Shabari Restaurant, Andheri (W), Mumbai : 400 053 Tel. : 26301232 / 26301233 / 26301240 Email : [email protected]

[email protected]

COMPANY SECRETARIES

To, The Chairman Shushan Steel Limited B-9 to 12, Okhla Industrial Area Phase-I, New Delhi -110020

Dear Sir,

Sub: Consolidated Scrutinizer's Report on remote e-voting conducted pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by Companies (Management and Administration) Amendment Rules, 2015 and voting through ballot paper at the 35th Annual General Meeting of Bhushan Steel Limited held on Tuesday, September 25, 2018 at 12:00 noon at the Kamani Auditorium, 1 Copernicus Marg, New Delhi - 110001.

I, P. N. Parikh, of M/s. Parikh & Associates, Practising Company Secretaries, had been appointed as the Scrutinizer by the Board of Directors of Bhushan Steel Limited pursuant to Section 108 of the Companies Act, 2013 ("the Act") read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, to conduct the remote e-voting process in respect of the below mentioned resolutions proposed at the 35th Annual General Meeting (AGM) of Bhushan Steel Limited on Tuesday, September 25, 2018 at 12.00 Noon.

I was also appointed as Scrutinizer to scrutinize the voting process at the said AGM held on September 25, 2018.

The notice dated August 22, 2018 along with statement setting out material facts under Section 102 of the Act as confirmed by the Company were sent to the shareholders in respect of the below mentioned resolutions proposed at the AGM of the Company.

1

Continuation Sheet

The Company had availed the e-voting facility offered by National Securities Depository Limited ("NSDL) for conducting remote e-voting by the Shareholders of the Company.

The Company had also provided voting through ballot paper to the shareholders present at the AGM and who had not cast their vote earlier through remote e-voting facility.

The shareholders of the Company holding shares as on the "cut-off" date of September 18, 2018 were entitled to vote on the resolutions as contained in the Notice of the AGM.

The voting period for remote e-voting commenced on Friday, September 21, 2018 at 09:00 a.m. (1ST) and ended on Monday, September 24, 2018 at 05:00 p.m. (IST) and the NSDL e-voting platform was blocked thereafter.

After the closure of the voting at the AGM, the report on voting done through ballot paper at the meeting was generated in my presence and the voting was diligently scrutinized.

The votes cast under remote e-voting facility were thereafter unblocked in the presence of two witnesses who were not in the employment of the Company. I have scrutinized and reviewed the remote e-voting and votes tendered therein based on the data downloaded from the NSDL e-voting system.

The Management of the Company is responsible to ensure compliance with the requirements of the Act and rules relating to remote e-voting and the voting through ballot paper at the meeting on the resolutions contained in the notice of the AGM.

My responsibility as scrutinizer for the remote e-voting and the voting conducted through ballot paper at the meeting is restricted to making a Scrutinizer's Report of the votes cast in favour or against the resolutions.

I now submit my consolidated Report as under on the result of the remote e-voting and voting through ballot paper at the AGM in respect of the said resolutions.

2

Continuation Sheet

Resolution 1: Ordinary Resolution

Consider and adopt the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2018 and the Reports of the Board of Directors and Auditors thereon.

(i) Voted in favour of the resolution:

Number of members voted

Number of valid votes cast by them

% of total number of valid votes cast

182 79,81,70,182 100.00 (Rounded Off)

(ii) Voted against the resolution:

Number of voted

members Number of valid votes cast by them


7 2,480 0.00

(iii) Invalid votes:

Number of members whose votes were declared invalid

Number of invalid votes cast by them

2 1,150

3

Continuation Sheet


Consider and adopt the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2018 and the Report of the Auditors thereon.





182 79,81,61,459 100.00(Rounded Off)





6 2,203 0.00




2 1,150

4

Continuation Sheet


Appointment of Director in place of Mr. Anand Sen (DIN:00237914), who retires by rotation and being eligible, seeks re-appointment.





177 79,81,57,593 100.00(Rounded Off)





12 15,069 0.00




2 1,150

Continuation Sheet


Appointment of M/s. Walker Chandiok & Co LLP (Firm Registration No. 001076N/N500013) as the Statutory Auditors of the Company.





178 79,81,51,509 99.88





9 9,94,992 0.12




3 1,155

6

Continuation Sheet


Appointment of Mr. Srikumar Menon (DIN: 00470254) as an Independent Director.





179 79,81,57,653 100.00(Rounded Off)





10 15,009 0.00




2 1,150

7

Continuation Sheet

Resolution 6: Special Resolution

Change in name of the Company to "Tata Steel BSL Limited" or such other name as may be approved by the Registrar of Companies and consequent amendments in the Memorandum and Articles of Association of the Company.


Number of members voted Number of valid votes cast by them


187 79,91,61,291 100.00 (Rounded Off)


Number of members voted Number of valid votes cast by them


3 2411 0.00




2 1,150

8

Continuation Sheet


Ratification of remuneration of Messrs Shome & Banerjee, Cost Auditors of the Company





183 79,81,60,853 100.00(Rounded Off)


Number of voted

members Number of valid votes cast by them


8 13,255 0.00




2 1,150

Thank g you, Yours aithfully,

P.N. Parikh Parikh & Associates Practising Company Secretaries FCS: 327 CP No.: 1228 111,11th Floor, Sai Dwar CHS Ltd Sab TV Lane, Opp.Laxmi Indl. Estate, Off Link Road, Above Shabari Restaurant, Andheri West, Mumbai - 400053

Place: New Delhi Dated: September 25, 2018

9

BHUSHAN STEEL LIMITEDtatasteelbsl.co.in/Investor Relations pdf/Notice/Outcome...BHUSHAN BHUSHAN...

Documents

Transcript of BHUSHAN STEEL LIMITEDtatasteelbsl.co.in/Investor Relations pdf/Notice/Outcome...BHUSHAN BHUSHAN...