TOGETHER

BIL 2018-2019

BSE LimitedPhiroze leejeebhoy Towers

DalalStreetMumbai-400 001

Scrip Name: BALKRISI, Scrip Code: 502355

14'h July, 2o1s

NationalStock Exchange of ndia Ltd

5'h Floor, Exchange P!aza

B:ndra Kurla ComPlex

Bandra (E), N4umbai 400 051

Scrip Name/Codei BALKRIS ND

Company ln theand Disc osure

DearSir/Madam,

Sub: voting Results and Proceedings ot 55s Annual General Meeting of the Company held on 14th

Ju|y,2018.

The 56th Annual General Meeting ofthe Companv (AGM)was held on saturday, the 14th July, 2018 at

11:30 a.m. at 8-66, Waluj MIDC, Waluj lndustrialArea, Aurangabad 431 136, Maharashtra'

Accordingly, we hereby submit the following disclosures:

1. Proceedings ofthe said 56ih annual General Meeting pursuant to Regulation 30 ofsecurities

and Exchange Soard of India (Listing Obligations and Disclosure Requirements) Regulations,

2015 is enclosed as Annexure I

2. Details of voting results of the said 56'h Annual General Meeling of the

format prescribed under Regulation 44 of the SEBI (Listing Obligations

Requirements) Regulations, 2015 is enclosed as Annexure ll.

3. comblned Scrutinlzer's Report on Remote E_voting & Voting conducted

AnnuaL Genera Meetlng of the Comp.nY through Ba ot pursuant to

Companles (lvlanagernent and Admlnistration) RuLes, 2014 as amended,

Annexuie ll .

Klnd \, take the above inforrnation on your record

Thanklng you,

at the said 56rh

Rule 20 of the

[)irealDr &ii a.:,i::i1l!5?6

Balk.ishna lndurtries Ltd.Clt{ No.: L99999MHl95lPLCol2la5

Co.porate olfi.e : BKT Hou.e, c/ 15, tade world, (.mala Mills compouhd. seh.P.ti B.P.t Marg, Lower PaEl, Mumbai -40o 0l3 hdia'.. .,i , Iel: +tl 22 6666 3aO0 Faxr +91 22 6566 3a9a/99 ww.bkt_tir6.@m

Racister.dOtfie : 8-65, walqj lndustrial Area, w.lui, Aurangabad _ 431 136, Maharashtra, lndia.

GROt,r'JNG TOGETHERAnnexure - |

Proceedings of the 56b AnnualGeneral Meetingof Balkrishna lndustries Limited

1. Date. time and venue ofthe Meetinq.

The 56s Annual General Meeting (AGM) of the Members of the company was held on 14ih July,

2018 at 8-66, waluj MIDC, Waluj Industrial Area, Aurangabad 431 136, Maharashtra. TheMeeting commenced at 11:30 a.m, and conclud€d at 12:13 p,m.

2. Proceedinss in brief:

Shri Arvind M Poddar, the Chairman & Managing Director, chaired the proceedings of theMeeting.

The Meeting was attended by45 Mernbers - 43 in pe.son,2through proxies.

The requisite quorum being present,the Chairman called the Meetingto Order.

The Chairman addressed the Members. A copy of the Chairman speech circulated to themembers present at the Meetin8.

The Chairman in his speech highlighied the various initiatives made by the Company in the last

financjal year and the plans for the current financial year to improve the operations of theCompany.

The Chairman informed that in terms of Regulation 44 of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 read with Section 108 of the Companies Act, 2013 and Rule 20

of lhe Companies (Management and Administration) Rules, 2014 as amended till date, th€Company conduc(ed remote e-voting from Wednesday, 11th JuV, 2018 (9:OO a.m- IST) to Friday,

the 13s luly, 2018 (5:OO p.m. IST). He also announced that the Members who did not participate

in the remote e-voting process, the Company has arranged for voting on resolutions at the venueto enable the shareholders to cast their votes. The Chairman announced the name of theScrutinizer, Mr. Murlidhar Bhalekar, the Precticing Company Secretary who was appointed toconduct the remote e-voting process and voting process to be conducted at the venue of theMeeting.

The Chairman took up the Agenda items as set out in the Notice convening the 56th AnnualGeneral Meeting for member's consideration and approval,

Ordinarv Eusiness:

Io consider and adopt:

the audited St.nda one FinanciaL Statement of the Company for the financiat year ended31'r March, 2018 together wjth the reports of the Board of Directors and Audltors thereor'ardl

Conid.2

1.

a.

Balkriihna lndustries Ltd.CIN o.: L99999MH196lPLCol21a5

Corporate Offi.e: B(T tlorse, C/ 15, Trade World, Kahala Mills Compound, Senap.ti Bapar Marg, Lower parct, Mu bai - 4OO O13, thdi..Tel: +91 22 6566 3600 F.r: +91 22 6'555 3a9a/99 l,,ww.bkt-tires..om

RegisteEd otfi@ : 8-56, waluj tndusrrial Area, walul, aurahg.bad - 431 ,r5, Maharashtra, t.dia.

GROW'NG ToGETHER:2:

th€ Audited Consolidated Financial Statement of the Company for the financial year ended31't March, 2018 together with report ofthe Auditors thereon.

The Chairman provided r€ pljes /cla rifications to the queries raised bythe members.

To confirm 1!t lnterim Div;dend of Rs. 2.50 per Equity share, 2id lnterim Dividend of Rs. 2.50per Equity share and 3d lnterim D;vidend of Rs. 1.50 per Equily share, aggregating toRs. 6.50 per Equity share, akeady paid for the flnancial year ended 31't March, 2018 and todeclare a FinalDividend on Equity shares for the fina n cial year 2017-2018.

To appoint a Director in place of Mr. Vipul Shah (DlN: 05199526) who retires by rotation andbeing eligible offers himself for re-eppoinirnent.

Soecial Busin€ss:

4. Appointment of Mr. Pannkaj Ghadialj iDlN: 00003462), as a Director and as an lndependentDirector,

The Chairman informed that the djvidend declared at the Meeting will be crediied/dispatched to themembers on orafter 14$ luly,2018 but within stipulated time limit.

After completion of the aforesaid Agenda items the Chairman requested the shareholders to casttheirvotes by ballot on the above Agenda items contained in the Notice.

b.

2_

3.

Afier the casting of the votes by all the shareholdersAnnual General Meeting sh all stand concluded.

3. Results oI the Votins:

present the Chairman announced the 561h

Based on the Combined Scrutinizer's report on the resu ts of the remote e-vot ng and votlng at thevenue of the AGM, .ll four Resolutions set forth ln the Notice dated 17'h May, 2018 of the 56rh

Annual General Meeting have been passed by the Members w th requisit€ majority.

Note: This document does not constltute mlnutes of the proceedings of the Annu. GeneraMeetingofthe Company.

Director & Co

DIN:05199526

Dat€: 14s July, 2018

Balkrishna lndustries Ltd.crN No.: f99999MHr951DICOr2ras

Corporate Offire: BKT House, C/ 15,lradoWorld, K.fr.ta Milk Compou.d, Senapati Bapat Marg, fower par.t, Mumbai -4OO Ot3, tndia.T€l: +91 22 6666 3a00 Far: +91 22 6666 389a/99 ww_b&t.tires,@m

Resist.red offi..: B-55, waluj r.durtrial area, waluj. au.angabad -431 136, Mahar.rhrr., tndia.

Vipulshah

GROl,r',NG TOGETHER

ANNEXURE II

BALKRISHNA INDUSTRIES LIMITEDDate ofthe AG[4/EGM 14 lu !,2018Tota numberof sharehoLders on record date 38240

No. ofsharehoders present ln the rneet rg either

Promoters a.d Promoter Groupl

in pe6on orthrouCh proxy:

2

43No. ofShar€ho ders attended the meetinsthroush Video Co.ferencins

Promoters and Promoter Group:

Agenda wise d isclosure

Resolution 1: To consider and adopt (a) ihe Audited Srandalone Financiat Statement of the Company for thefinancial year ended 31* March, 2018, together with the Reports of rhe Board of Direfio6 and Auditorsthereon, and (b) the Audited Consolidated Financial Statement of the Company for the fiianciat vear ended3l

n Ma(h, 2018. to8ether wirl^ tne Repo.l of r_e Auoiro,s rl-ereoi. (Ordinary Resolution):

/vhether p.omoter/ promoter group are interested in the :genda/.esolution?

i?) i3):tp)lllt' 100 (s) 16t{141/12)li1L.0 17){ii)/1r)l

tt2696A2A

1596

rBalkrishna lndustries Ltd.

CIN No.: t99999MH196lPLCoI2lA5Corporate Offi.€: BKT House, C/ 15, trade World, l<am.la Mills Compou.d, Sen.p.ti Aapat M.rg, fower P.re|, Mumhai -,1oOOt3, tndia,

Tet: +91 22 5555 3a00 tar +9',t 22 5565 3a9a/99 M,bkt.ties..omRegistered Offi.e: B-55, Watui lndusirial AE, Walui, Aurang.b.d -431 136, Maharaihtra, tndia.

rffi

GROI ING TOGEiHER:2:

ResoLutio n No. 2: To confirm 1* lnterim Dividend of Rs. 2.50 per equity share, 2nd lnterinr Dividend of Rs. 2.50 per equityshare and 3'd hterim Dividend of tu. 1.50 per equity share, aggregarin8 to Rs. 6.50 per equity share, akeady paid for thefinancia year ended 31"t March, 2018 and to declare a Final Dividend on Equ:ty Shares for the financial year 2017 2018

Whether promoter/ promoter grou are lnter€sted ln th€ ae€nd3/resol!tlon?

(11 (21

(3)=t(2)/(1)ir 100

(4) (5) (6)=l(4r(2]]r100

t1)=ll5')/12

)1r100

E-Voting

E-Voling

Resolutioi No.3 r To appoint a Director in place of M r. vipu Shah {DlN: 05199s26), who retires by rotation and beirge igible, offers himselffor re appointment. (Ordinary Resolution):

whether promoter/ promoter group are interested in the agenda/resolution?

(1) (21

(3){12tl(1)l+ 100

(4) (s)

(6)=t(3)/(2)l-100

17t{(51/121l*100

11!69642C 112696020

2S00714

159541555

e)t{'ait BIL',:

Balkrishna lndustries Ltd.CIN No.: f99999MHl961PLCfi 2la5

Corporat€ Offi.e: BKT Hous., C / 15, Irade rCorld, Kanala Millr Compound, Senapati B.prt Marg, Lower pa..t, Munbai - 4OO Ot3, tndia.Tel: +91 22 5666 3a0O Fax: +91 22 5655 3a98/!r9 ww.bkt-tircs..om

Resist.Ed ofli.e : a-66, w.luj thdurrrial Ai.., w.luj, Afiangabad - 4tl r36, Mahafashtra, hdia.

Resol!tlo. No 4: Appointme.t of Mr Pan.kaj Ghad al as a Director and as an

GR()WING TOGETHERlndependent Director (Ordinary Resolutlon):

Whether promote/ promoter group are lnterested ln the agerda/resolluon?

(1)

(3)=l(2)/(1)'' r00

(s)

(6)=1141/(2

)l'r00(7)=llsl/(2

)l'r0o100.0000

556113570.0000

25009313

24q9133

1596

193317190

a the aforesa d Resolut ons werepa*ed wth requisitemajorty

-rrr"\'ru*tDirector & Company SecretaryDIN:05199526

Date: 14dluly,2018

lBalkrishna lndusties Ltd.

ctN lrto,: L99999MHt961PLCOt2ra5Corporate Oltic: aKlHou.e, C/ 15,'IYad. World, Kafrala MilE Compound, Sen.patt BaparMarg, tow6r parei Mumh.i -4OO Ot3,India.

Iel: +9,1 22 6666 !800 F.r: +9t 22 6666 3A$/99 w.bkt-iir6..omRegisrer€d ofti..: 8-65, w.tuj hdurtriat Ar6a. watuj, Aurang.bad"43, 136, irahara*tra, tndia.

CS.M.N. BHALEKAR8.4,, LL B, FCS

Practicing Company Secretary

CfJ Cerlified F ling Center -,rJCA/ACES7 Jyot rrnaya Conrplex, cr floor. Aesidel.lotelAiithi. Ja na Road. Aurangabad - 431 003Tel: 0240' 2482786.[,!ob : 91227112a6 B27soa4s2sEmai nrnbhalekar@redlffma !.com,

mnbhalekar@grna l.com

CONSOLIDATED SCRUTINIZER/S REPORT

[Pursuontto Section 7O8 oJ the Componies A.t, 2073 and Componies (Mdnogement andAd m i nistrdtlo n ) Ru les, 20741

ToThe Chairman of the 56th Annual General Meeting of the Equitylndustries Limited held on Saturday, the 14rh July, 2018 at 11:30 a.m.lndustrial Area, Aurangabad 431 136, Maharashtra.

Shareholders of Balkrishnaat 8-66, Waluj MIDC, Waluj

Dear Sir,

1. l, Mr. Murlidhar Bhalekar, Practicing Company Secretary, at Aurangabad appointed as the

Scrutinjzer by the Board of Directors of Balkrishna tndustries Limited (the company) for the

purpose of scrutinizing e voting process (remote e-voting) and voting by use of ballot at the

meeting pursuant to Section 1O8 of the Companies Act, 2013 read with Rute 20 of the

Companies (Management and Administration) Rules,2014 (Amendment Rules,2015) in

respect of the below mentioned resolutjons referred in the notice of the 561h Annual

General Meeting of the Equity Shareholders of Batkrishna tndustrjes Limited held on Saturday,

the 14th luly, 2018 at 11:30 a.m. at 8-65, Waluj MIDC, Waluj tndustrial Area, Aurangabad 431 136,

submit my report as under:

2. The compliance with the provisions of the Companies Act,2O13 and the Rutes made

there under relating to voting through the electronic means (by remote e-voting) and

voting by use of ballots by the shareholders on the resolutions proposed in the Notice

of 56rh Annual General Meeting of the Company:s the responsibitity of the

management.

My responsibility as a Scrutinizers to ensure that the voting process both through

electronic means and by use of ballot at the meeting are conducted in a faith and

transparent manner and render consolidated Scrutinizer's Report of the total votes cast

in favor or against lf any, to the Chairman on the resolutions, based on the reports

generated from the electronic voting system provided by Karvy Computershare private

Limited and the report generated electronically for voting by use of ballots at the

meeting.

oate iqq5{,2c1g

Page 1 of6

Resi.i 'Nilayam' 2g,Vishva Karma Co,op.Hsg. Socieg, CIDCO. N-8-E. Aurangabad - 431 0O3.Tet. : 0240 - 24A5484

4.

The Equity Shareholders holding shares as on lh July, 2018 "cut-off date", were entitled

to vote on the resolutions stated in the Notice of 56th Annual General Meeting of the

The Corporate members who had participated in the remote e-voting have provided s€anned copy of

resolution passed at their Board of Directors Meetingfor authorization to exercise the;rvote through

e- voting;

The remote e-voting period remained opened from Wednesday, the 11s July, 2018 (9:00 a.m. IST) to

Fridey,the 13th luly,2018 (5:00 p.m. tsr);

The Company had also provided for voting through ballot at the AGM venue at the 56th

Annual General Meeting to the shareholders who had not cast their vote earljer through

remote e voting Facility;

The ballot papers were distributed to the shareholders present,Ihe shareholders cast

their vote in the ballot box kept at convenient place in the venue.

After declaration by the Chairman of voting by use of ballot at the meeting, ballot boxes

were locked and kept for votjng duly marked by identification mark placed on them. The

ballot box subsequently on close of voting hours, were opened in the presence of two

witnesses who are not the employees of the company, and ballots received were serjally

numbered, sorted, signatures verified and were scrutinized and;nitialed by the scrutinizer.

The ballots were reconciled with the records maintajned by the Company / Regjstrar and

Transfer Agents (R&TA) of the Company and aulhorizations / proxies lodged with the

Company. The voters were also securitized for the purpose of eliminating duplicate e-voting

i.e. on remote e-voting as well as by use of ballot. As per the information given by the

Company the names of the shareholders who had voted on e-voting through Karvy

Computer share Private Limited facility had been blocked and ballots duly numbered

serially by paint were issued only to those members who were present at the Annual

General Meeting and who had not voted on remote e-voting.

5.

KIqAs/iirdl\':

Pase 2 of6

7_

6_

a)

1.

b.

8.

The ballots, which were incomplete and/or wh;ch were otherwise found defective have

been treated as invalid and kept separately. The votes cast by use of ballots at the meeting

were first counted electronically,

The votes on remote e voting were unblocked at around S:10 pm after conclusion of

e-voting at the AGM in the presence of two witnesses who are not the employees ofthe

Company and the e-votjng results/list of equity shareholders who have voted for and

against were downloaded from the e-voting website of Karvy Computer share Private

Limited.jbllpE &y9!i!s.karvy{e!ql.

The lotal votes cast in favor or against all the resolutions proposed in the Notice of the 56th

AGM ere as under:

Resolution-1: Ordinary Resolution

To consider and adopt:

the Audited Standalone Financial Statement of the Company for the finendal year ended 31't March,

2018 together with the reports oflhe Board of Direclors and Au ditors thereon; and

the Audited Consolidated Financial Statement of the Company for the financial year ended 31n

M arch, 2018 together with report of the Auditors thereon;

(i) Voted in favour ofthe resolution:

Mocle ol votlng Number ofmembers voted

Number of votescast by them

% of total numberofvalid votes cast

Remote e-voting 277 159505918 100

Voting by ballot 31 1596 100

Tota, 314 159508s14 100

(it) Voted atainst the resolution:

Mode ofVoting Number of members Numberof votes cast % oftotalnumberofvalid votes cast

Remote e voting 0 0 0

Voting by ballot 0 0 0

Total 0 0 0

K2qu's/:[:r:.ii\s,-

Page 3 of 6

b)

(iii) lnvalid Votes:

Total number of members whosevotes were declared invalid

Total number of votes cast

1 12

Resolution-2: Ordinary Resolution

To confirm 1't lnterim Dividend of Rs. 2.50 per Equity share,2nd lnterim Dividend of Rs. 2.50 per

tquity share and 3d lnterim Dividend of Rs. 1.50 per Equity share, aggregating to Rs. 6.50 per Equity

shere, alreedy paid for the financial year ended 31* March, 2018 and a Final Dividend of Rs. 1.50 per

equity share declared in the AGM, totaling to Rs. 8.00 per Equity share for the financial year

2017-2014;

(i) Voted in favour ofthe resolution:

Voted against the resolution:

(ri)

(ii)

Mode of Voting Number of votes caslby them

% oftotal number ofvalid votes cast

Remote e-voting 240 159562543 100

Voting by ballot 31 1596 100

Total 377 159564139 100

Mode ofVoting Nurrber of votes cast % oftotalnumber ofvalid votes cast

Remote e-voting 0 0 0

Vot;ng by ballot 0 0 0

Tota 0 0 0

Total number of members whosevotes were declared invalid

Total number ofvotes cast bythem

L 12

Page ,l of6

c) Resolution-3: Ordinary Resolution

To appoint a Director in the place of Mr. VipulShah

being eligible, offers himself for re-appointment;

(i) Voted in favour ofthe resolution :

(DIN:05199526)who retires by rotation and

(i0 Voted against the resolution:

{iiD

Total number of members whos(votes lYere declared invalid

Total number ofvotes cast b)them

I 12

d) Resolution-4: ordinaryResolution

Appointment of Mr. Pannkaj Ghadiali (DIN:00003462), as a Director and as an lndependeni Directorj

(i) Voted ih favor ofthe resolution

Mode o{ Voting Number of members Number of votescast by them

% oftotal number of

Remote e-voting 216 1,59418291 99.9472

Voting ballot 37 1596 100

Total 313 159479887 99.9472

Mode ofVoting Number of members Number ofvotescast by them

% oftotal number ofvalid votes cast

Remote e-voting 274 159539959 99.98s9

Voting by ballot 37 1596 100

Total 315 159541555 99.9859

Mode of Voting Number of membersvoted

Number ofvotescast bythem

% of total number of

Remote e-voting 1, 22543 0.0141

Voting by ballot 0 0 0

Total 1 22s43 0.0141

€/o\"\t,tii ):

(>.:(*

Page 5 of6

Mode of Voting Number of members Number of votescast bythem

% oftotal number ofvalid votes cast

Remote e-voting 3 442L1 0.0s28

Voting by ballot 0 0 0

Total 3 84211 0.0528

Total number of memb€rs whoscvot€s were declared invalid

Total number ofvotes cast hrthem

I l2

9. Based on the aforesaid results, we report that 4 ordinary resolutions, as contajned in ltemNo. 1to 4 ofihe Notice of AGM dated 17th May, 2018 have been passed with the requisitemajority.

10. A relevant records re ating to electronic voting / bal ot papers are handed over to the Chatrman /Company Secretary.

(ti) Voted against the resolution:

(iiD

PIace: AurangabadDate : 14th luly, 2018 Scrutinizer

Practicing Company SecFCS NolCP No.

Page 6 016