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BHAT A COMMUNICATIONS & RETAIL (INDIA) LIMITED

BH ~IA•S® CIN: L32109GJ2008PLC053336

Regd Off: 132, Dr. Ambedkar Shopping Centre, Ring Road, Surat-395002 Email: info@bhatiamobile.com, Ph: 0261-2349892

Website : www.bhatiamobile.com

oatr 1 o1o912o 19

To I '

BS LIMITED Phi ze Jeejeebhoy Towers, Dal ' I Street, Mu bai- 400 001.

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Scr~f:t ID/ Code Sub ect

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Re:fl renee No.

: BHA TIA/540956

: Voting Results of 11111

Annual General Meeting of the Company held as on September 09, 2019

: Regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

Pur uant to Regulation 44(3) of the Securities Exchange Board of India (Listing Obligations and Dis losure Requirements) Regulations 2015, please find enclosed herewith Voting Results of the bus· esses transacted at the 11th Annual General Meeting of the Members of Bhatia Co unications & Retail (India) Ltd held on Monday, September 09, 2019 at 11:00 a.m. at the Reg; stered address of the Company situated at 132, Dr. Ambedkar Shopping Centre, Ring Road, Sur t-395002, Gujarat, India.

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Fur er, Pursuant to the provisions of the Section 108 of the Companies Act, 2013 and Rule 20( )(xii) of the Companies (Management and Administration) Rules, 2014, Report of the Scr tinizer dated September 10, 2019 is also enclosed herewith.

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Yo are requested to kindly take the same on record.

s Faithfully,

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Enc~: Voting Result

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Scrutinizer Report

Voting Results Pursuant to Regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015

Bhatia Communications & Retail (India) Limited Ill th Annual General Meeting I September 09, 2019

.. Date of AGM September 09, 2019

Book Closure Date 3rd September, 2019 to 9tn September, 20 19

Tot l Number of Shareholders as on cut off date: 236 (2n September, 2019, cut-off date for E.-voting)

Nu p.ber of shareholders present in meeting either in person or through proxy:

romoters & Promoter Group 2 ublic 8

Nu rber of shareholders attended the meeting through Video Conferencing

F omoters & Promoter Group No video conferencing facility was made F ~blic available to the shareholders.

OR

Agenda-wise p iven below is the agenda wise combined result ofE-voting and votes polled at the meeting. ))INARY BUSINESS

Re olution No. 1: Ad ption of Audited Financial Statements of the company for the financial year ended on 31st Ma ch, 2019, together with the Reports of the Board of Directors and Auditors' thereon. (01 idinary Resolution)

Pro mot r/ Mode of No. of No. of % of votes No. of No. of % ofvotes in % of votes Public Voting shares votes polled on votes 111 votes favour on against on

held polled outstanding favour against votes polled votes polled (1) (2) shares (4) (5) (6)={4)/(2)} (7)={5)/(2)}

(3)={(2)/(1)} *100 *100 *100

Pro mot r Remote 9215200 4260000 46.23 4260000 0 100 0 & £-voting Pro mot r Poll 4832854 52.44 4832854 0 100 0 Group Postal Not 0 0 0 0 0 0

Ballot Applicable

Public Remote 0 0 0 0 0 0 0 Institut ipn £-voting al Hold rs Poll 0 0 0 0 0 0

Postal Not 0 0 0 0 0 0 Ballot Applicable

Public- Remote 3300000 244000 7.39 244000 0 100 0 Others E-vo~~

Poll ; 70000 2.12 70000 0 100 0 Postal Not 0 0 0 0 0 0 Ballot Applicable

Total 1251520 9406854 75.16 9406854 0 100 0 0

Details of Invalid votes -

~ Cah gory No. ofVotes Prot roter & Promoter Group 0 I 'P.

18 ~ ~) Pub ic Institutions 0 Pub ic non-institutions 2000 ~ ~ ~ .,

& * ·a>--

Res tllution No.2:

Re- ~ppointment of Mr. Sanjeev Harbanslal Bhatia, Managing Director (DIN: 02063671), liable to

reti e by rotation. (Ordinary Resolution)

Pro mot r/ Mode of No. of No. of % of votes No. of No. of %of votes in % of votes

Public Voting shares votes polled on votes in votes favour on against on

held polled outstanding favour against votes polled votes polled

(I) (2) shares (4) (5) (6)={4)/(2)} (7)={5)/(2)} (3)={(2)/( 1)} *100 *100 *100

Promot r Remote 9215200 0 0 0 0 0 0

& E-voting Promoter Poll 0 0 0 0 0 0 Group Postal Not 0 0 0 0 0 0

Ballot Applicable

Public Remote 0 0 0 0 0 0 0 Institut on £-voting al Hold ~rs Poll 0 0 0 0 0 0

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Postal Not 0 0 0 0 0 0 Ballot App licable

Public- Remote 3300000 244000 7.39 244000 0 100 0 Others £-voting

Poll 70000 2.12 70000 0 100 0 Postal Not 0 0 0 0 0 0 Ballot Applicable

Total 1251520 314000 2.51 314000 0 100 0 0

~ I Details of Invahd votes

No. ofVotes 0 0

Pu 2000

Res ()lution No.3:

Re- ppointment Of M/S. R. Kejl"iwal & Co., Chartered Accountants As A Statutory Auditors Of The

Con pany. (Ordinary Resolution)

Pro mot r/ Mode of No. of No. of % of votes No. of No. of %of votes in % of votes

Public Voting shares votes polled on votes in votes favour on against on

held polled outstanding favour against votes polled votes polled

(1) (2) shares (4) (5) (6)={4)/(2)} (7)={5)/(2)} (3 )={ (2)/( 1)} *100 *100 *100

Promot r Remote 9215200 4260000 46.23 4260000 0 100 0 & E-voting Pro mot r Poll 4832854 52.44 4832854 0 100 0 Group Postal Not 0 0 0 0 0 0

Ballot Applicable

Public Remote 0 0 0 0 0 0 0 Institut on E-voting al Hold ers Poll 0 0 0 0 0 0

Postal Not 0 0 0 0 0 0 Ballot Applicable

Public- Remote 3300000 244000 7.39 244000 0 100 0 Others E-voting

Poll 70000 2.12 70000 0 100 0 Postal Not 0 0 0 0 0 0 Ballot Applicable

Total 1251520 9406854 75 .1 6 9406854 0 100 0 0

Details of Invalid votes Ca ~o>gory No. ofVotes Pro moter & Promoter Group 0 Pul lie Institutions 0 Pul lie non-institutions 2000

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~-~ . 8 su· ~"!: ~

~ ;£ ~ .,

& * ·o>--

SPI CIAL BUSINESS

Res !)lotion No.4:

Ap( oval of Related Party Transactions. (Special Resolution)

Pro mot r/ Mode of No. of No. of % of votes No. of No. of % ofvotes in % of votes Public Voting shares votes polled on votes 111 votes favour on against on

held polled outstanding favour against votes polled votes polled (1) (2) shares (4) (5) (6)={4)/(2)} (7)={5)/(2)}

(3)={(2)/(1)} *100 *100 *100

Promot r Remote 9215200 0 0 0 0 0 0 & E-voting Promot r Poll 0 0 0 0 0 0 Group Postal Not 0 0 0 0 0 0

Ballot Applicable

Public Remote 0 0 0 0 0 0 .0 Instituti pn E-voting al Hold rs Poll 0 0 0 0 0 0

Postal Not 0 0 0 0 0 0 Ballot Appl icable

Public- Remote 3300000 244000 7.39 244000 0 100 0 Others E-voting

Poll 70000 2.12 70000 0 100 0 Postal Not 0 0 0 0 0 0 Ballot Applicable

Total 1251520 314000 2.51 314000 0 100 0 0

Details of Invalid votes

Cat gory No. ofVotes Pro noter & Promoter Group 4260000 Puc ic Institutions 0 Puc ic non-institutions 2000

For Bhatia Communications & Retail (India) Ltd

~~~''· v ~: ~

' .. ~ ~) Mi1 al endrabha ~ ~RAT !; COJ ..s ppany Secretary a ~1\..... 1~ ce Officer

' ~& * "o/ -Pla 1-'e: Surat

RANJIT KEJRIWAL Company Secretaries OS 1 ~e1Sti1el, 2/906, Hira Modi Sheri, Opp. Gujarat Samachar Press, Ring Road, SURAT-39.5 002.

' Tel.: 0261- 2331123, 2355984 E-mail: rbksurat@gmall.com

FORM NO. MGT-13 SCRUTINIZER'S REPORT

[Pursuant to section 108 ofthe Companies Act, 2013

Date:

And Rule 20(4)(xii) and Rule 21 ofthe Companies (Management and Administration) Rules, 2014]

To The C airman Of Il l Annual General Meeting of the members of Bhati Communications & Retail (India) Limited held o 091h September, 2019 at the registered office 132, r. Ambedkar Shopping Centre, Ring oad, Surat- 395002 at 11.00 A.M.

Dear f ir

\ Sub.: Scrutinizer's report on E voting/ Ballot

I. I, Ranjit Kejriwal, a Company Secretary in practice, have been appointed as a scrutinizer by the Bfard of Directors of Bhatia Communications & Retail (India) Limited for the purpose of sc ·utinizing the e-voting process along with Ballot Forms and ascertaining the requisite majority o 1 remote e-voting I Ballot process carried out as per I 08 of the Companies Act, 2013 read with R. le 20( 4)(xii) and Rule 21 of the Companies (Management and Administration) Rules, 2014 ( ules) on the resolutions contained in the Notice to the 11th Annual General Meeting (AGM) of th

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members of the company, held at 11.00 a.m. at 132, Dr. Ambedkar Shopping Centre, Ring R ad, Surat 395002 on Monday 091h September, 2019.

2. A the II th AGM of the Company held on 091h September, 2019, the Company has also provided fafility for voting by Ballot paper to the members attending the meeting, who have not already cast thbir vote by remote e-voting. The chairman of the AGM has appointed me as the Scrutinizer for th~ same.

3. T 1

e management ofthe company is responsible to ensure the compliance with the requirements of th

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Companies Act, 2013 and Rules relating to remote e-voting and ballot process conducted for th resolutions contained in the Notice to the II th AGM of the members of the Company. My re ponsibility as a scrutinizer for the remote e-voting and ballot process at the AGM is restricted to m

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ke a consolidated Scrutinizer's Report of the votes cast " in Favour" or "against" the resolutions st ted above, based on the reports generated from the e-voting system provided by National Securities Depository Limited (NSDL), the agency authorized under the rules and engaged by the co npany to provide remote e-voting facility.

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4. F rther to the above, I submit my rerorts as under: (i) Thee-voting period was from 061 September, 2019 at 9.30 a.m. to 08

1h September, 2019 at 5.00

p.m. (i i The members of the Company as on the "cut-off' date i.e 02nd September, 2019 were entitled to

vote on the resolutions (item No. 01 to 04 as set out in the notice of the 11 th AGM of the

Company). (ii) The votes cast were unblocked on lOth September, 2019 at 04:06 p.m. in the presence of 2

(Two) witnesses namely M r. Pioush Tiwari and Ms. Sonal Torani who are not in the employment of the Company. They have signed below in the confirmation of the votes being unblocked in their presence.

Name: Mr. Pioush Tiwari Name: Ms. Sonal Torani

(i ) Thereafter the details containing inter alia, list of Equity Share Holders, who voted ''for" I "against" each of the resolutions that were put to vote, were generated from the evoting website ofNational Securities Depository Limited (NSDL) i.e. https://www.evoting.nsdl.com/.

( ) The combined result of remote e-voting and ballot is as under:

TO CEIVE, CONSIDER AND ADOPT THE AUDITED FINANCIAL STATEMENTS AS AT 3 ST MARCH, 2019:

"RES1

L VED THAT the Audited Balance Sheet and Profit and loss account for the year ended 31st arch, 2019 along with the Director's Report, be and are hereby considered, Adopted and Appr ved"

Mode Ballots Total Favour Against Invalid received Shares Ballots Votes Ballots Votes Ballots Votes

Flectronic 14 4504000 14 4504000 0 0 0 0 1\t AGM 9 4904854 8 4902854 0 0 1 2000 '"'otal 23 9408854 22 9406854 0 0 1 2000

Thi s l t>so lution is passed with requisite majority as an ordinary resolution .

RES( LUTION NO. 2:

RE-A jPPOINTMENT OF DIRECTORS RETIRING BY ROTATION:

"RESPL VED THAT in accordance with the provision of Section 152 ( 6) and all other applicable provi' ions, if any, of the Companies Act, 2013, Mr. Sanjeev Harbans1al Bhatia, Managing Director (DIN 02063671 ), who retires by rotation at this annual general meeting, be and is hereby reappointed as dm ctor of the Company, liable to retire by rotation."

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Mode Ballots Total Favour Against Invalid

received Shares Ballots Votes Ballots Votes Ballots Votes

I lectronic 13 244000 13 244000 0 0 0 0 1 tAGM 8 72000 7 70000 0 0 1 2000 r otal 21 316000 20 314000 0 0 I 2000

Th IS ~solut ion is passed with requisite majority as an ordinary resolution.

RESO !LUTION NO.3:

RE-P PPOINTMENT OF M/S. R. KEJRIWAL & CO., CHARTERED ACCOUNTANTS AS A STA'rUTORY AUDITORS OF THE COMPANY

"RE~ OLVED THAT pursuant to the provisions ofthe Section 139 and other applicable provisions, if any c the Companies Act, 2013, read with the Companies (Audit and Auditors) rules, 2014, including any ~ atutory enactment or modification thereof for time being in force, M/s. R. Kej riwal & Co., Char1 ~red Accountants, Surat (FRN: 133558W) be and are hereby re-appointed as a statutory Auditors of th Company for term of 2 years and to hold office from conclusion of this 11th Annual General Meet ng till conclusion of 13th Annual General Meeting of the company, at such remuneration plus taxes and reimbursement of out of pocket expenses, if any per financial year on the basis of the recor mendation of the Audit committee and approved by the Board of Directors as may be amended from ime to time."

Mode Ballots Total Favour Against Invalid received Shares Ballots Votes Ballots Votes Ballots Votes

Electronic 14 4504000 14 4504000 0 0 0 0 AtAGM 9 4904854 8 4902854 0 0 I 2000 Total 23 9408854 22 9406854 0 0 I 2000

Th IS esolution is passed with requisite majority as an ordinary resolution.

RES p LUTION NO.4:

TO 1 PPROVAL OF RELATED PARTY TRANSACTIONS

"RE ~OLVED THAT pursuant to section 188 ofthe companies act, 2013 and Companies (Meetings of Boar~ and its powers) Rules, 2014, and Regulation 23 of SEBI (Listing Obligations and Disclosure Reqt irements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the n ne being in fo rce) and other applicable laws if any; the consent ofthe Company be and is hereby acco ded to the transactions to be entered or already entered into by the company with the related parti s as detailed in the explanatory statement."

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"FU THER RESOLVED THAT the above approval is given notwithstanding that the total amount oftra saction(s) to be entered either individually or cumulatively may increase the net worth or paid up share apital and reserves of the company or turnover of the company."

"F THER RESOLVED THAT the Board of director be and is hereby authorized to alter the terms of ab ve transactions as per the requirements and interest of the company."

ode Ballots Total Favour A ainst Invalid received Shares Ballots Votes Ballots Votes Ballots Votes

14 4504000 13 244000 0 0 1 4260000 8 72000 7 70000 0 0 1 2000

22 4576000 20 314000 0 0 2 4262000

solution is passed with requisite majority as a Special Resolution.

hysical ballot forms received have been enclosed herewith, to be kept by the Company in its ustody.

Than ing You,

Your faithfully ,

Place Surat Date: l01

h September, 2019

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