BLUE STAR BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400 001 BSE Scrip Code: 500067 December 21,2018 Dear Sirs, • _:/?' PLATINUM o;/ JUBILEE Blue Star Limited Band Box House, 4th Floor, 254 D, Dr Annie Besant Road, Worli, Mumbai 400 030, India. T : +91 22 6654 4000 F : +91 22 6654 4001 www.bluestarindia.com National Stock Exchange of India Limited Exchange Plaza, C-1, Block G, Sandra Kurla Complex, Sandra (East), Mumbai -400 051 NSE Symbol: BLUESTARCO Sub: Declaration of voting results of Postal Ballot This is in reference to our letter dated November 21, 2018 enclosing therewith the Postal Ballot Notice dated October 30, 2018 seeking consent of Members of the Company through Special Resolutions for the following: 1. Re-appointment of Mr Shailesh Haribhakti (DIN:00007347) as an Independent Director of the Company; 2. Re-appointment of Mr Gurdeep Singh (DIN:00036922) as an Independent Director of the Company; and 3. Approval for payment of Commission to Non-Executive Directors up to 1% (one percent) of Net Profit of the Company. Post-closing of voting period at 17:00 hours (1ST) on December 21, 2018, the Scrutinizer has submitted his Report on the Results of the Postal Ballot (including e-voting) on December 21, 2018. Pursuant to Regulation 44 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the 'Listing Regulations'), we would like to inform you that the said Resolutions have been passed by the Members of the Company with requisite majority. In this regard, please find enclosed the following: • Voting results as required under Regulation 44(3) of the Listing Regulations and the Scrutinizer's Report thereon dated December 21, 2018- Annexure A • Details of Directors re-appointed pursuant to Regulation 30, Part - A of Schedule Ill of the n Listing Regulations read with SEBI circular No. CIR/CFD/CMD/4/2015 dated September 9, 'i./ 2015 - Annexure B Registered Office: Kasturi BuHd'1ngs, Vlohan T Advan·l Chowk, Jamshedji Tata Road, Mumbai 400 020, India. T: +91 22 6665 4000 F: +91 22 6665 4152. CIN: L 28920MH1949PLC 006870
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o;/ :/?' PLATINUM JUBILEE Blue Star Limited · 2018-12-24 · VIJAY S. DEVADIGA Company Secretary Membership No. A 11028 Blue Star Limited Resolution No. 1-Re-appointment of Mr Shailesh
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National Stock Exchange of India Limited Exchange Plaza, C-1, Block G, Sandra Kurla Complex, Sandra (East), Mumbai -400 051
NSE Symbol: BLUESTARCO
Sub: Declaration of voting results of Postal Ballot
This is in reference to our letter dated November 21, 2018 enclosing therewith the Postal Ballot Notice dated October 30, 2018 seeking consent of Members of the Company through Special Resolutions for the following:
1. Re-appointment of Mr Shailesh Haribhakti (DIN:00007347) as an Independent Director of the Company;
2. Re-appointment of Mr Gurdeep Singh (DIN:00036922) as an Independent Director of the Company; and
3. Approval for payment of Commission to Non-Executive Directors up to 1% (one percent) of Net Profit of the Company.
Post-closing of voting period at 17:00 hours (1ST) on December 21, 2018, the Scrutinizer has submitted his Report on the Results of the Postal Ballot (including e-voting) on December 21, 2018.
Pursuant to Regulation 44 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the 'Listing Regulations'), we would like to inform you that the said Resolutions have been passed by the Members of the Company with requisite majority.
In this regard, please find enclosed the following:
• Voting results as required under Regulation 44(3) of the Listing Regulations and the Scrutinizer's Report thereon dated December 21, 2018- Annexure A
• Details of Directors re-appointed pursuant to Regulation 30, Part - A of Schedule Ill of the n Listing Regulations read with SEBI circular No. CIR/CFD/CMD/4/2015 dated September 9, 'i./ 2015 - Annexure B
Registered Office: Kasturi BuHd'1ngs, Vlohan T Advan·l Chowk, Jamshedji Tata Road, Mumbai 400 020, India. T: +91 22 6665 4000 F: +91 22 6665 4152. CIN: L 28920MH1949PLC 006870
BL.UE STAR • =-~ PLATINUM ·~ JUBILEE
The Results of the Postal Ballot alongwith the Scrutinizer's Report are being placed on the Company's website at www.bluestarindia.com and website of National Securities Depository Limited at www.evoting.nsdl.com
Thanking you, Yours faithfully, For Blue Star Limited
~ WVijay D~~adiga
Company Secretary
Encl: a/a
Z.~01) Blue Star Llmlled\2016-19\Postar Ba~t:t\Siock Exchan~ Submissron\Resuns Declarahon\Resulls Declaratoon de ex
BL.UE STA~ • =-7 PLATINUM
~ JUBILEE
ANNEXURE A
Details of Voting Results of Postal Ballot (including e-voting) as per Regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Sr. Particulars No.
1. Date of declaration of results of Postal Ballot (including e-voting)
2. Total Number of Shareholders as on the cut-off date
3. No. of Shareholders present in the meeting either in person or through proxy:
Promoters and Promoter Group: Public:
4. No of Shareholders attended the meeting through Video Conferencing:
Promoters and Promoter Group:
i Public:
For Blue Star Limited
8JJl ~ijay Devadiga
Company Secretary
Details
Friday, December 21, 2018
46,877 Shareholders as on Friday, November 16, 2018
Not Applicable
--Not Applicable
Resolution Required :(Special)
Whether promoter/ promoter group are interested in the agenda/resolution?
Category Mode of No. of Voting shares held
[1) E-Voting
Promoter and Promoter Poll
Group 37330502
Postal Ballot
Total E-Voting
Poll Public Institutions 29419872
Postal Ballot Total
E-Voting
Poll
Public Non Institutions 29563514
Postal Ballot
Total Total 96313888
For BLU~R L TO.
~ VIJAY S. DEVADIGA Company Secretary
Membership No. A 11028
Blue Star Limited
Resolution No. 1- Re-appointment of Mr Shailesh Haribhakti (DIN:00007347) as an Independent Director of the Company
NO
No. of votes % of Votes Polled No. of Votes No. of Votes %of Votes in % of Votes against
polled on outstanding -in favour -Against favour on votes on votes polled
fi'urs.<wn f to $cction l 08 and 1 J() of!lre.ComptmiesAct, 2013 rmd Rultt 10 and 22of:he Companies (Jfmlfigement and Aclmfnfsrrmion) Rules, 2014 and R,•gulntion 44 of the Sc .. :ur itie:r and E.rclumge lJaartl of
To, Mr. $uneel M. Advani Cb:d.rm·an :Uhie" $~ar ~imited .XIl!lti.lti:Buildi.ilgs, Mohan T Advani Chowk. .:(~~he4ji Tata Rq~d. Mumt>ai 400'020 ·
~rSir~
I. I, Bharat ~ Vpadbyay. Practi~ing Company Secretary (Membfrship No. FCS 5436 / C..P. No. 4457) o{Mu~baj,;h:}d been.api>ointe.d .as the :s~~izer by 't.~e)~oarcfofBiue Star UQ'li~~9'!the ~-~pa.nyr) 31': its m~tiog held on 30th OCtobet~ 2018. for scrutiniiJng ~h~ Pos~l 'Ba.Jlet ·pfPCCSS (including e-voting) for passing .the follqwing SIX;cial
.. Re:sOI\ido.il$:. .
1.1. -R~•ppObatment .~f W.. S~iJesh Haribhu.ti (DIN: 00007347) as aq ·l»d.~~n~~~- Df.r«t~J: 9t~e Company
1.2. lte-appc»'ntm.e•t of Mr. GJU'deep Singh (DIN: 000369~) as aa {ndepcndent . · Diretto..- oft4,~ Comp~u;y
1.3. A~provaf for· ~'Y~tnt ,,f;lf Cdmmission to Non-Executive Directors up to 1% (o~e: ~erc~~:t)'·c)t:-N~f.i-ptit~fthe (!ompany
2. I: twA, ~~v.en m.Y co~_tt~}IC!.~i.~~tip.izer vL~:~. letter dated lfl' October, 2018. At the ~.e,ttin~ ,t?f lhe_ ~oaf~:}'>f:\M .'AW.~>f~, ~~- Vll~Y Devadigll, Corop;my Seeretilry was n'Uid~ respoo,s:ibt(lfor th~;<iriti.r~"~~li!lalk>t: pr~~s an~ autl:wrized to "o all things and 'to ta~e all incidental and n~:~teps fur sm~th conduct of the entire process relating ~o 'the voti.Jlg by Postal S~llqt :;-~~lu.~.in$ .e-\'oting. ..
3. The Co~npany had pro~ide<d the· faeUi!Y ofe~voting to the Members on the e-voting platform ofNati():[lal Securities 'Oepositocy.Lifuited{'NSDL').
4. My responsibility as a Scrutinizer for the e-voting and voting by Postal Ballot Form is ....-::::="~ restriCt~ to provide .a s·crutinizer's Report of ¢e votes cast "in favOt~t" or ~·ag~inst'' rhe
-<..'-li- &..AS~ cial Resotutions stated in 'the: Postal Ballot Notice dated October 30, 20 18, based on .,;= ·reports generared from the c-voting system provided by NSDL, the authorized m ·.J, ~ - 1
ag~cy to provide ~voting facilities, engnged by the Company and Postal Ballot .Forms receiv.ed through post
s: The vote~ cast by the Members through thee-voting facility 1verc scrutinized by verifYing it using the scrutinizer's login on NSDL's e-voting website after the close of c-votin/)
0 period i.e. 17:00 hours (lS1) on D~-eember 21 J 2013.
6. The Postal Ballot forms were kept under my safe custody before commencjng the scru~iny of s1,1ch, Postal Ballot Forms.
7. Scrutiny of Postal Ballot Fonns comm~¢.~.q;M. 121li ~mber, 2018 in my presence and continuedti1121stDecember,2018~ . ,·: ·· ·· •· · ... : .. ·
1t The Postal Ballot Forms were duly 9~~~,._j~· :m.~::p~$Cihcd.· ¢(my represent.atives and scru.~jriized, and· dte .shateholdings ·\y,e~ ·~~he:<f/ :~9rJf.U.W~ · ~i.~ ~he Register ·of . Members of the Coip pany l I:r~ .ofS~,n~fic~e.Si:a~:p~:;ijl'e''.~:Ql~.trAAte·. i•e. ·November I 6. · 20.1&, i .. .• ... . .. ... . , .. •
10. ARPost4J ~a.Uot.Fo~sr~~Jyed ~ e-v9.ting ·c~l~pJo~'r7;pd- h?tirs"OS.J) on December 2J~ 2.0~~~~·~~~ ~e 'and time fixed by the Company 'fot ;.r,e,:¢eipfof votes were oonsider~~tfor !BY S£nftiny .. .. . . .
u . Envelo~:CQorai.nJ9g .fo$.l ~llQt Forms received the~r wer.e npt coit.sidet¢. . ·.· . .·· · ..
l2. i have ~Xoun~ any ~~f.~ or mu~~ ballot paper.
lJA Wlth re(er~~:tQ·fh~ ab.Qve.I:s.Q~it my report as- u:nder:
The CofuPAAY c{,p.tp~ · ·pn. :ZliJ. November,. 20 18; :dispatch, to the Members of the .CoJTipany<;¥h~ · ~~.:···~ ·.~.Q$ on tbe ltegi~ of .M~bers ' ·or list ()f QC!iteficiaii~-~c$'Upp}iea by ~~4,~ .. as on· the. c~-riff date. i.~. F;i~~ November J 6, 2018, tb::~::::rb.SfittOIIU9t:iF~ ·;a~~ms.: wffit Postal Ballot ·N~ti~· dated October .3Q;
: 20l~e·&.e s~rl~fti~~§.~~l~~·iifi't 'l~~(of~.R~o•utioriS an~ EXplanatory Statement alorigwith ~e.tf·addr#~: .. t~c;,,:.~.rp;lid . Busine·ss · Reply EI.l.v~Jo~ by courier ot
Re-appointment of ~'fr. Shailcsb Haribhakti (DIN: 00007347) as an Indcpcntlent Dirc~tor of tf1c Comp;niy
Out of total . 46,87.7 members; 345 members cast their vo~es by e-voting and 155 members ~y PostaiDa!JotForms. Of the 15S· P.o.~tal Ballo~ fc;trhls, 1.5 Po~tal Bailot Forms to~p_risl:n~ of72S3· vo~es ·were considered.invaUd on accqunt of a) signature difference pr b) ·option .not exerqised or .c) bo~h ,optipri·s ~~t~e4 :f?r d) Postal Ballot not signed or e) re1!3yan~ aui:honsation nqt attaChed i~ ql$.e~'of~otingl}y ~octy corporate in respect of Resolution No.1 . ·, · · :. · '>. ·. · ·
!Y!!!£: Twii~~l4n·:'$1Jgvi~.~gfo#t? t~w:nber JN300757J044i10!J.i.trtd JN3QJ31 32{)1~7640 have vo/,eihl1tyu.glt,i#~~ii:hg-il3 well as postal h¢1ot, we have not cqn.Sfrkrpi voti,.,g~lzy postal b(,llot. V~ .nii.t c,9.its_fdii~ #: l9.
-· · . .:· . ...
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Continuation Sheet
Resolutlon No.2 (Special Resolution):
Re-appointment of Mr. Gtudecp Singh (DIN: 00036922} as an Independent Director of the Company
Out of total 46,~77 mem.bcrs, 345 members cast their votes by e-voting and 152 members by Postal Ballot forlT)s. Of the 152 Postal B;;~llot Forms; 15 Postal Ballot Forms compri$ing o.f7253 vo~es Were considered invalid on account of a) signature dlfference or b) option J?.O.t exercised or c) bo.th option,s exercised or d) Postal Baiiot not signed or e).r.elc;ivant authorisation not attached' in c~_s;e .. of~pJing by body corporate in respect of Resolutiort No2. · · ·
Approval for Payment of ComPtission to No~:~-Exccutivc Directors up to 1% (one percen.t}·ofN.d Prpfit of the Comp_any
Out of total 46,877 members, 356 members cast their votes by e-voting and 152 members by Postal Balfof Forms. Of the 152 Postal Ballot Forms~ 1 s Postal Ballot Forms compd~~ng_ of 7253 votes were considered invalid on account of a) signature difference _or; b) option n<:>t .exercfse·d-or c) bpth optio~- e~~rcised or. 4) Postal Ballot not. signed or
. e) reJev~nt -~~thc;>risa_pQ.n ·~o:t attached in.,c~.se ' of yq~,!ng by body corporate in respect of R~solution NP-.3' · _;,::'_: · · -.. ·
Details of Directors re-appointed pursuant to Regulation 30, Part -A of Schedule Ill of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015
Re-appointment of Mr Shailesh Haribhakti (DIN:00007347) as an Independent Director of the Company Reason for change viz. Re-appointment appointment, resignation, death or otherwise Date of appointment/ Mr Shailesh Haribhakti is re-appointed for a second term of cessation (as applicable) & five consecutive years from April1, 2019 to March 31,2024 term of appointment Brief profile (in case of Mr Shailesh Haribhakti is a Chartered Accountant, Certified appointment) Public Accountant, Certified Internal Audttor, Financial
Planner, Cost Accountant and Fraud Examiner. He is a Chairman of New Haribhakti Business Services LLP and MentorCap Management Pvt. ltd. Evolving from a background in Audit, Tax and Consulting, he seeks to create an enduring value for companies and organisations he is involved in by being a deeply-engaged Independent Director. He is a strong supporter of a clean and green environment, and is pioneering the concept of 'Innovating to Zero' in the social context. He serves on Board of multinational as well as Indian companies, and is also member of many Advisory Boards.
Disclosure of relationships Mr Shailesh Haribhakti is not related to any Director of the between directors (in case of Company. appointment of a director) Information as required Mr Shailesh Haribhakti is not debarred from holding the pursuant to BSE Limited office of director by virtue of any SEBI order or any other Circular with ref. no. such authority. LIST/COMP/14/2018-19 and
· National Stock Exchange of India Limited with ref. no. NSE/ CMLI 2018/24, dated June 20, 2018
BLUE STAR • c:7 PLATINUM 7 JUBILEE
Re-appointment of Mr Gurdeep Singh (DJN:00036922) as an Independent Director of ~Comf>any: Reason for change viz. appointment, resignation, death or otherwise Date of appointmenV cessation (as applicable) & term of appointment Brief profile (in case of appointment)
Disclosure of relationships between directors (in case of appointment of a director) Information as required pursuant to BSE Limited Circular with ref. no. LIST/COMP/14/2018-19 and the National Stock Exchange of India Limited with ref. no. NSE/ CML/ 2018/24, dated June 20, 2018
For Blue Star Limited
~ (VVijay De~adiga
Company Secretary
Re-appointment
Mr Gurdeep Singh is re-appointed for a second term of four months from April 1, 2019 to July 31, 2019. Mr Gurdeep Singh is a Chemical Engineering Graduate from liT Delhi and has attended the Advanced Management Program at Harvard Business School. After graduation, he joined Hindustan Unilever ltd. as a Management Trainee. He held various senior positions in the company, including Vice President -Technical, before he was expatriated to Brazil as Technical Director of the Unilever Detergents Business. He returned to Hindustan Unilever Ltd. in 1998 as Director - Human Resources, Corporate Affairs and Technology, and retired from the company in 2003. Apart from the Company's Board, he is also on the Boards of several leading companies. Mr Gurdeep Singh is not related to any Director of the Company.
Mr Gurdeep Singh is not debarred from holding the office of director by virtue of any SEBI order or any other such authority.