Bhansali Engineering Polymers Ltd. — Declaration of Voting Results & Voting Rights Announcements 2019

Sep 28, 2019

b~ANsAli ENGiNEERiNq polyMERs liMiTEd

CIN: L27100MH1984PLC032637

Registered Office : 401, 4th Floor, Peninsula Heights, C. D. Barfiwala Road, Andheri (West), Mumbai - 400 058. Tel.: (91-22) 2621 6060/61/62/63/64 •Fax: (91-22) 2621 6077 •E-mail: abstron@bhansaliabs.com ·Website: www.bhansaliabs.com

BEPL/SEC/2019/106

September 28, 2019

To,	To,
The Manager,	The Manager
The BSE Limited,	(Listing Department)
Corporate Relationship Department,	National Stock Exchange of India Limited,
Phiroze Jeejeebhoy Towers,	Exchange Plaza, Bandra-Kurla Complex,
400 001.Dalal Street, Mumbai -	Bandra (East), Mumbai-400 051
Security Code : 500052	Security Code: BEPL

Subject: Scrutinizer's Report on the voting results of the business transacted at the 35•h Annual General Meeting

Dear Sir/Madam,

Pursuant to Section 108 of the Companies Act, 2013 read with rule 20 of the Companies (Management and Administration) Rules, 2014 please find attached the Report of the Scrutinizer dated September 28, 2019 on the voting results of the businesses transacted at the 35lh Annual General Meeting of the Company.

The Scrutinizer's Report is also available on the website of the Company at www.bhansaliabs.com

Kindly take the same on record.

Thanking You,

Yours' faithfully, For Bhansali Engineering Polymers Limited

Ashwin M. Patel Company Secretary & GM (Legal)

Encl: As above

!!{at/ii & .9lssociates

COMPANY SECRETARIES

A-303, Prathamesh, 3rd Floor, Raghuvanshi Mills Compound, 11-12, Senapati Bapat Marg, Lower Pare! (W). Mumbai - 400 013. Tel.: 4076 444412491 1222 •Fax: 4076 4466 •E-mail: associates.rathiB@gmail.com

Date: September 28, 2019

To,

The Chairman/Managing Director/Executive Director Bhansali Engineering Polymers Limited 401, 4th Floor, Peninsula Heights, C.D. Barfiwala Road, Andheri (West), Mumbai-400 058

Dear Sir,

Sub: Scrutinizer's Report on the remote e-voting and physical voting through ballots at 3Slh Annual General Meeting of the members of Bhansali Engineering Polymers Limited.

Bhansali Engineering Polymers Limited ("the Company") at their Board meeting held on August 3, 2019 has appointed the undersigned as the Scrutinizer to ensure that the process of remote e-voting and physical voting through ballots on the resolutions contained in the Notice dated August 3, 2019 of the 35'h Annual General Meeting of the Company held on September 28, 2019, as prescribed under Section 108 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 of the Companies Act, 2013 ("the Act") as amended from time to time and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, placed for the approval of members of the Company, be carried out in a fair and transparent manner.

The management of the Company is responsible to ensure the compliance with the requirements of the Companies Act, 2013 read with Rules made thereunder and the applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, relating to remote e-voting and physical ballots voting on the resolutions as contained in the aforesaid Notice of the 35•h Annual General Meeting of the Members of the Company. My responsibility as a Scrutinizer is to scrutinize and ensure that the voting done through remote evoting and physical ballots is done in a fair and transparent manner and to make a Consolidated Scrutinizer's Report of the votes cast "in favour" or "against" the resolutions, based on the reports generated from the remote e-voting system of Link Intime (India) Private Limited, the agency engaged by the Company to provide remote e-voting facilities and physical voting through physical ballots as provided by Link Intime (India) Private Limited.

As required under Section 101 of the Act, a notice along with explanatory statement under Section 102 of the Act for the 351 • Annual General Meeting was sent to the Members by permitted means, for seeking approval of members on following resolutions:

1. Resolution No. 1 as an Ordinary Resolution to receive, consider and adopt:

a. Audited Financial Statements of the Company for the Financial Year ended March 31, 2019 together with the Reports of the Board of Directors and Auditors thereon.

b. Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2019 and the Report of Auditors thereon.

• 1. Resolution No. 2 as an Ordinary Resolution to declare dividend on Equity Shares of Re. 1/ each for the Financial Year ended March 31, 2019.
• 1. Resolution No. 3 as an Ordinary Resolution to appoint Mr. Jayesh B. Bhansali (DIN: 01062853), who retired by rotation and being eligible, offered himself for re-appointment.
• 1. Resolution No. 4 as an Ordinary Resolution to approve payment of remuneration to M/s Joshi Apte & Associates, Cost Accountants, Pune (Firm Registration No. 000240), the Cost Auditors of the Company for the Financial Year 2019-20.
• 1. Resolution No. 5 as an Ordinary Resolution to increase the Authorized Share Capital of the Company from Rs. 20 Crores to Rs. 40 Crores
• 1. Resolution No. 6 as a Special Resolution to alter Clause V of Memorandum of Association due to increase in Authorised Share Capital of the Company.

The Company provided the remote e-Voting facility offered by Link Intime (India) Private Limited to cast votes on aforesaid resolutions by the members of the Company.

Remote e-voting facility was provided to Shareholders of the Company to exercise their voting rights from 9.30 a.m. of Wednesday, September 25, 2019 up to 5.00 p.m. of Friday, September 27, 2019. Accordingly, e-votes casted up to 5.00 p.m. of Friday, September 27, 2019 have been considered for my scrutiny.

After the conclusion of the 351 • Annual General Meeting, first the voting conducted through physical ballots at the meeting was considered and thereafter through remote e-voting was unblocked in the presence of two witnesses not in employment of the Company, namely Ms. Chai tali Turakhia and Mr. Binit Kamdar. A summary of the votes cast by shareholders through remote e-voting and physical ballots at the 351h Annual General Meeting with their pattern of voting is as per Annexure enclosed to this Report.

The results of the voting by members through remote e-voting and physical ballots at the 351h Annual General Meeting in respect of the above mentioned resolutions may accordingly be declared by the Chairman of the Meeting/Managing Director/Executive Director as authorized in this regard by the Chairman.

Thanking you,

Yours sincerely, For RA THI & ASSOCIATES COMPANY SECRETARIES

PAR1NER M. No. FCS 5171 COPN0.3030

ANNEXURE

The summary of the votes cast through e-Voting and physical ballots received for each of the resolutions is given below:

For Resolution No. 1:

Ordinary Resolution to receive, consider and adopt:

a. Audited Financial Statements of the Company for the Financial Year ended March 31, 2019 together with the Reports of the Board of Directors and Auditors thereon.

b. Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2019 and the Report of Auditors thereon.

			Resolution 1
Sr.No.		Particulars	No. of Ballots IRemoteE-Voting	No. of Sharesvoted
a.		Votes cast throucli physical ballot	194	14,01,022
b.		Remote e-Voting Confirmations received	52	9,68,76,623
	Total		246	9,82,77,645
c.	Less:confirmations	BallotIInvalidRemotee-Voting	6	4,534
d.	Net Valid Physical Ballot Forms I Remote e
	Voting		240	9,82,73,111
	(i)	Ballot Forms I RemotePhysicale
		Voting with assent for the Resolution	236	9,82,66,111
o/oof Assent			99.99
	(ii)	Physical Ballot Forms IRemotee
		Voting with dissent for the Resolution	4	7,000
o/o of Dissent			0.01

For Resolution No.2:

Ordinary Resolution to declare dividend on Equity Shares of Re. 1/- each for the Financial Year ended March 31, 2019.

		Resolution 2
Sr.No.	Particulars	No. of Ballots IRemoteE-Voting	No. of Sharesvoted
a.	Votes cast through physical ballot	194	14,01,022
b.	Remote e-Voting Confirmations received	52	9,68,76,623
	Total	246	9,82,77,645
c.	Less:InvalidBallotRemoteIe-Votingconfirmations	6	4,534
d.	Net Valid Physical Ballot Forms I Remote e
	Voting	240	9,82,73,111
	Physical BallotForms IRemotee(i)
	Voting with assent for the Resolution	235	9,82,55,738
%ofAssent		99.98
	Ballot Forms I RemotePhysicale(ii)
	Voting with dissent for the Resolution	5	17,373
			0.02

For Resolution No. 3:

Ordinary Resolution to appoint Mr. Jayesh B. Bhansali (DIN: 01062853), who retired by rotation and being eligible, offered himself for re-appointment.

			Resolution 3
Sr.No.		Particulars	No. of Ballots IRemoteE-Voting	No. of Sharesvoted
a.		Votes cast through physical ballot	194	14,01,022
b.		Remote e-Voting Confirmations received	52	9,68,76,623
	Total		246	9,82,77,645
c.	Less:confirmations	IInvalidBallotRemotee-Voting	6	4,534
d.	Voting	Net Valid Physical Ballot Forms I Remote e	240	9,82,73,111
	(i)	Ballot Forms I RemotePhysicaleVoting with assent for the Resolution	230	9,66,78,876
%of Assent				98.38
	(ii)	Ballot Forms I RemotePhysicaleVoting with dissent for the Resolution	10	15,94,235
% of Dissent				1.62

For Resolution No. 4:

Ordinary Resolution to approve payment of remuneration to M/s Joshi Apte & Associates, Cost Accountants, Pune (Firm Registration No. 000240), the Cost Auditors of the Company for the Financial Year 2019-20.

		Resolution 4
Sr.No.	Particulars	No. of Ballots IRemoteEVotin11:	No. of Sharesvoted
a.	Votes cast throul!:h ohvsical ballot	194	14,01,022
b.	Remote e-Votin2: Confirmations received	*52	9,68,76,623
	Total	246	9,82,77,645
c.	Less:InvalidBallotIRemotee-Votingconfirmations	6	4,534
d.	Net Valid Physical Ballot Forms I Remote eVotin11:	240	9,82,73,111
	(i)PhysicalBallotForms IRemoteeVotin"' with assent for the Resolution	235	9,82,65,056
%ofAssent		99.99
	Physical Ballot Forms IRemotee(ii)Votinl!: with dissent for the Resolution	5	8,055
% of Dissent			0.01

*Excludes one shareholder holding 3,448 shares who has abstained from voting.

For Resolution No. 5:

Ordinary Resolution to increase the Authorized Share Capital of the Company from Rs. 20 Crores to Rs. 40 Crores.

			Resolution 5
Sr.No.		Particulars	No. of Ballots IRemoteE-Voting	No. of Sharesvoted
a.		Votes cast through ohvsical ballot	194	14,01,022
b.		Remote e-Votino: Confirmations received	52	9,68,76,623
	Total		246	9,82,77,645
c.	ILess:InvalidBallotRemotee-Votingconfirmations		6	4,534
d.		Net Valid Physical Ballot Forms I Remote e
	Votine:		240	9,82,73,111
	(i)	Physical Ballot Forms I Remotee
		Votino: with assent for the Resolution	235	9,82,65,811
%of Assent			99.99
	(ii)	Physical Ballot Forms IRemotee
		Votino: with dissent for the Resolution	5	7,300
°lo of Dissent			0.01

For Resolution No. 6:

Special Resolution to alter Clause V of Memorandum of Association due to increase in Authorised Share Capital of the Company.

		Resolution 6
		No. of Ballots I
Sr.	Particulars	RemoteE-	No. of Shares
No.		Voting	voted
a.	Votes cast through physical ballot	194	14,01,022
b.	Remote e-Voting Confirmations received	52	9,68,76,623
	Total	246	9,82,77,645
c.	Less:InvalidBallotRemotee-VotingI
	confirmations	6	4,534
d.	Net Valid Physical Ballot Forms I Remote e
	Voting	240	9,82,73,111
	PhysicalBallotForms I Remotee(i)
	Voting with assent for the Resolution	236	9,82,66,111
%of Assent			99.99
	Physical Ballot Forms IeRemote(ii)
	Voting with dissent for the Resolution	4	7,000
% of Dissent			0.01