Balrampur Chini Mills : Results of Postal Ballot

BALRAMPUR CHINI MILLS LIMITED

REGO.OFF.:"FMC FORTUNA" 2ND FLOOR, 23413A, A. J. C.BOSE ROAD, KOLKATA- 700 020 PHONE : [phone] FAX :[phone] GRAM :BALSUCO, CALCUTIA

Email :[e-mail] • Internet Website http :I I www.chini.com • GIN - L15421WB1975PLC030118

2nd January, 2017

National Stock Exchange of India Limited Listing Deptt., Exchange Plaza, 5th Floor, Plot No. C/ 1, G Block, Bandra Kurla Complex, Bandra (E) Mumbai- 400051	BSE Limited The Corporate Relationship Department Ist Floor, New Trading Wing, Rotunda Building, Phiroze Jeejeebhoy Towers Dalal Street, Fort, Mumbai- 40000 I	The Calcutta Stock Exchange Limited 7, Lyons Range, Kolkata - 700 00 I
ScripCode: BALRAMCHIN	Scrip Code: 500038	Serio Code: 12012

Dear Sir/ Madam,

Sub: Declaration of Results of Postal Ballot (including e-voting)

Pursuant to Section 1 10 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014 and in furtherance to our Jetter dated 30th November, 2016 enclosing inter-alia, copies of the Postal Ballot Notice sent to the shareholders of the Company, seeking their approval for the following Business as a Special Resolution:

"To Buyback fully paid up equity shares of the Company pursuant to Section 68, 68, 70 and other applicable provisions of the Companies Act, 2013, the Companies ( Share Capital and Debentures) Rules, 2014 and in compliance with the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 (as amended)."

the results of the Postal Ballot has been announced today i.e. 2nd January, 2017 at the Registered Office of the Company and as per the Scrutinizer's Consolidated Report, the Resolution relating to the above mentioned business, as contained in the Postal Ballot Notice dated 15th November, 20 16 has been passed with the requisite majority.

In this regard we are enclosing herewith the following:

I. Voting Results in terms of the provisions of Regulation 44(3) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 20 15 {Annexure-1);

1. Scrutinizer's Consolidated Report (Annexure-ll);

2. Newspaper Advertisement to be published w.r.t. results of Postal Ballot and E-Voting (Annexure III). This is for your information and records please.

   o-_)(T O-

   Thanking you, Yours faithfully,

   For Balrampur Chini Mills Limited

   N;tin Baguia '2.1 I1°"

   (Company Secretary)

   CC:National Securities Depository Limited , 4•h Floor, 'A' Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg,

   Lower Pare!, Mumbai -400 013.

   FACTORIES :BALRAMPUR •BABHNAN •TULSIPUR •HAIDERGARH •AKBARPUR •MANKAPUR •RAUZAGAON •KUMBHI•GULARIA • MAIZAPUR•KHALILABAD

   'JYfr,J .1),€, t - I_

   D Al DA_ "PUR utlNI MILLS LIMIfED
   Date of the AGM/EGM	Not Applicable (Postal Ballot)
   Total number of shareholders on record date	81614 (Please refer note 1)
   No.of shareholders presentlnthe meetingeither In person or
   Promotersand Promoter Group:	Not Applicable
   Public:	Not Applicable
   No.of Shareholdersattended the meetingthrough Video
   Promotersand Promoter Group:	Not Applicable
   Public:	Not Applicable

   Resojution required:(Ordinary/ Special) SpecialResolution to consider and approve Buyback of fully paid up Equity Shares by Balrampur Chinl Mills Umited not exceeding 100 00,0001 (One Crore) Equity Shares of Re. 1/·each for an aggregate amount of upto Rs. 175,00,00,000/· (Rupees One Hundred Seventy Five Crores Only) being 14.72% of the total paid-up Equity Share Capital and Free Reserves of the Company as on March 31, 2016 (being the date of thelast audited accounts of the Company), at a price of Rs. 175/- (Rupees One Hundred Seventy Five Only) per Equity Share on a proportionate basis through the Tender Offer route using the stock exchange mechanism in accordance and consonance with the provis ons contained In the SEBI (Buy Bade o, Securities) Regulations,1998, the Compan'es Act, 2013, Rules made thereunder and other applicable circulars, clarifications and notifications.

   Whether promoter/ promoter group are interested in the ag_enda/resolutlon?

   Yes to the extent of their shareholding.

   Category Mode of Voting

   No. of shares held (1)

   fl.o. of votes polled (2)

   % of Votes Polled

   on outstanding No.of Votes -In shares favour (4)

   (3)=((2)/(1))" 100

   No.of Votes - against (5)

   % of Votes in % of Votes favour on votes against onvotes

   polled polled

   (6)=((4)/(2)]' 100 (7)=((5)/(2))*100

   Promo•0 e-vot1ng =1-99999999]

   Pou I

   Postal Ballot (if

   99999999 !

   100.001

   99999999 !

   1 00.001 D.00

   NA! NA!

   Public- Institutions

   applicable) 99999999 0 0.00 O'

   Total 99999999 100.00 99999999

   E-Voting 78971494 72558718 91.88 72558718 Poll NA NA NA NA

   Postal Ballot (if

   applicable) 78971494 0 0.00 0

   rota1 78971494 72558718 91.88 72558718

   100.001

   0.00

   0.001

   0.001

   NAI

   0.00

   0.00

   Public- NonInstitutions

   Notes:

   E-Voting 66035474 1135409 1.72 1125940 Poll NA NA NA NA

   Postal Ballot (if

   applicable) 66035474 530048 0.80 530048

   Total 66035474 1665457 2.52 1655988

   • I;

9469 99.17 0.83

NA NA NA

0 100.00 0.00

9.4.6.9.

99.43 0.57

•.,: .. •••

1. Voting rights are In proportion to shares held as on 25th November, 2016.

2. No.of votes polled doesn'tInclude invalid votes.

o'' er,.

OS Amber Ahmad

p

CONSOLIDATED SCRUTINIZER'S REPORT ON POSTA L BALLOT AND E-VOTI NG

[Pursuant to Sect,on 108 and Section 110 of the Companies Act 2013 read wtlh Rule 20 and 22 of the Companies (Management and Adm1nistratron) Rules 2014 as amended)

To,

The Chairman/Managing Director, BALR AMPUR CHINIMILLS LIMITED CIN:L15421WB1975PLC030118

FMC Fortuna, 2nd Floor, 23413A ,A.J.C. Bose Road,

Kol kata - 100020

Sub : Consoli dated Scrutini zer' s Report under Section 1 08 & 1 10 of the Compani P,s A ct , 2013 (as amended) for voting by equity sharehol ders through PostalBall ot and E-V oti ng

Dear Sir

Amber Ahmad Company Secretary m Practice holding C P No 8581 have been appointed by the Board of D,rectors of Balrampur Ch1n1 Mills limited (the Company) as a Scrutinizer for t he purpose of scrutinizing the postal ballot and electronic voting (e-votmg) process m a fair and transparent manner and ascertaining the requisite mapnty on postal ballot process and e-votmg earned oul as per provisions of Section 108 and Section 110 of the Companies Act 2013 (as amended) (the Act) read with Rule 20 and 22 of the Companies (Management and Adm1n1stra1Jon) Rules 2014 (as amended) and Regulation 44 of the Secunnes and Exchange Board of India (l sting Obligations and Disclosure Requirements)

Regulations. 2015 on the proposed resolution contamed m the Notice of Postal Ballot dated 1s'r

November 2016 (the Notice)

2 The Management of the Company 1s responsible to ensure the Compliance of the requirement of the Act and Rules relalmg to votmg through electronic means nd postal ballot on the prooosed resolution contained 1n the Nonce. My resoons1b,1tty as a Scruhn12er for the postal ballot process inr-luding the e­ voting process 1s restncted to making a Scrutin12er s Report for the votes cast m favour or against" on the resolut1on stated above based on the reports generated from the e-vot1ng system provided by NSDL the authonzed agency engaged by the Company to provide e-vottng fac,l1ties for e-vot1ng and duly completed Postal Ballot Form(s) as received from the shareholoers upto 5 00 P M on 30tti December 2016

3 The voting rights of the members was in proportion to the shares held by them in the paid- up equity share capital of the Company as on 2Stn November 2016 as per the Register of Members I ist of Beneficial Ownership provided by the Deposrtones

1

9li.MEHER ALI RO·D, KOLKA rA - 700 OJ 7

Phlllle :l(ff) 120 I 60, Mobile 98 ll1 591 l m,,l :c.amherahmad

us Amber Ahmad

Company Secretary m Practice

Continuation Sheet No. 2

4. I have issued separate Scrutinizer's Report of even date on the a-voting and postal ballot on the proposed resolution contained in the Notice. I further submit herewith my Consolidated Report on the results of e-voting together with that of postal ballot as under:

Details of Agenda	Special Resolution to consider and approve Buyback of fully paid up Equity Shares by Balrampur Chini Mills Limited not exceeding 1,00,00,000 (One Crore) Equity Shares of Re. 1/- each for an aggregate amount of upto Rs. 175,00,00,000/- (Rupees One Hundred Seventy Five Crores Only) being 14.72% of the total paid-up Equity Share Capital and Free Reserves of the Company as on March 31,2016 (being the date of the last audited accounts of the Company), at a price of Rs. 175/- (Rupees One Hundred Seventy Five Only) per Equity Share on a proportionate basis through the "Tender Offer" route using the stock exchange mechanism in accordance and consonance with the provisions contained in the SEBI (Buy Back of Securities) Regulations,1998, the Companies Act, 2013, Rules made thereunder and other applicable circulars, clarifications and notifications.
Resolution Required	Special Resolution
Mode of voting	E-voting + Postal Ballot Form

No. of Equity Shareholders who have cast their vote	No. of Votes Cast by them	% of Total Paid-up Equity Share Capital
541	174224174	71.11

No.of Votes Cast

of Votes

E-Voting Postal Ballot Form TotalPercentage

Particulars
No.of	No. of	No. of	No. of	No. of	No. of	Cast {%)
Members	Votes Cast	Members	Votes Cast	Members	Votes Cast
Assent	484	173684657	26	530048	510	174214705	99.99
Dissent	31	9469	0	0	31	9469	0.01
Total	515	173694126	26	530048	541	174224174	100.00
Invalid/ Abstain	1	47	2	1134	3	1181	-

Note: The Promoters of the Company holding 9,99,99,999 shares (40.82%) have voted in favour of the resolution and the same is included in the above.

2

9B.MEHER ALI ROAD, KOLKATA - 700 017

Phone : [phone], Mobile : [phone], E-mail : cs.amberahmad @gmail.com