3 annexure c - scrutinizers report...sub: summary of proceedings and voting results of the 37th...

(Fro TATA

TATA STEEL BSL LIMITED

(Formerly known as Bhushan Steel Limited)

Regd. Office: Ground Floor, Mira Corporate Suites, Plot No 1 & 2, Ishwar Nagar, Mathura Road, New Delhi – 110065 Tel: 91-11-3919 4000 Fax: 91-11-4101 0050 email: [email protected] website: www.tatasteelbsl.co.in CIN No.: L74899DL1983PLC014942

TSBSL/COSEC/AGM2019-20/LTR

September 21, 2020

The Secretary, Listing Department

BSE Limited

Phiroze Jeejeebhoy Towers,

Dalal Street,

Mumbai - 400 001.

Maharashtra, India.

Scrip Code: 500055

The Manager, Listing Department

National Stock Exchange of India Limited

Exchange Plaza, 5th Floor, Plot No. C/1,

G Block, Bandra-Kurla Complex, Bandra (E),

Mumbai - 400 051.

Maharashtra, India.

Symbol: TATASTLBSL

Dear Madam, Sirs,

Sub: Summary of Proceedings and Voting Results of the 37th Annual General Meeting

(‘AGM’) of Tata Steel BSL Limited (formerly known as ‘Bhushan Steel Limited’)

(‘Company’)

In terms of General Circular No. 20/2020 dated May 5, 2020 read with General Circular No.

14/2020 dated April 8, 2020 and General Circular No. 17/2020 dated April 13, 2020 issued by

the Ministry of Corporate Affairs (together referred to as ‘MCA Circulars’) and the SEBI Circular

No.SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 (‘SEBI Circular’) and in

compliance with other applicable provisions of the Companies Act, 2013 (‘Act’) and the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’),

the 37th AGM of the Company was held on Monday, September 21, 2020 at 3:00 p.m. (IST)

through two-way Video Conference (‘VC’)/Other Audio Visual Means (‘OAVM’) to transact the

business as stated in the AGM Notice dated August 27, 2020 (‘Notice’). All the items of

business contained in the Notice were transacted and passed by the Members with requisite

majority. The Company also facilitated the live webcast of the proceedings.

In this regard, please find enclosed the following:

1) Summary of the proceedings of the AGM of the Company as required under Regulation 30

read with Part A of Schedule III of the Listing Regulations, as amended –

Annexure A

2) Combined voting results of remote e-voting and e-voting conducted during the AGM, in

relation to the business transacted at the AGM, as required under Regulation 44(3) of the

Listing Regulations, as amended – Annexure B

3) The Scrutinizer's Report dated September 21, 2020, pursuant to Section 108 of the Act, read

with Rule 20 of the Companies (Management and Administration) Rules, 2014, each as

amended - Annexure C

(I rik TATA




The AGM concluded at 5:05 p.m.(IST).

The voting results along with the Scrutinizer’s Report is available on the Company’s website at

www.tatasteelbsl.co.in and is also being made available on the website of the National

Securities Depository Limited at www.evoting.nsdl.com.

This is for your information and records.

Thanking you.

Yours faithfully,

Tata Steel BSL Limited

(formerly known as ‘Bhushan Steel Limited’)

Nisha Anil Seth

Company Secretary & Compliance Officer

Encl: As above

http://www.tatasteelbsl.co.in/

http://www.evoting.nsdl.com/

(Fro TATA




ANNEXURE A

Summary of proceedings of the 37th Annual General Meeting (‘AGM/Meeting’) of Tata Steel

BSL Limited

The 37th AGM of the Members of Tata Steel BSL Limited (formerly known as ‘Bhushan Steel

Limited’) (‘Company’) was held on Monday, September 21, 2020 at 3:00 p.m. (IST) through

two-way Video Conferencing (‘VC’)/Other Audio-Visual Means (‘OAVM’). The Meeting was

conducted in accordance with the circulars issued by the Ministry of Corporate Affairs ( ‘MCA’)

and the Securities and Exchange Board of India (‘SEBI’), in this regard, and other social

distancing norms in view of the global outbreak of the COVID-19 pandemic.

Ms. Nisha Anil Seth, Company Secretary & Compliance Officer, welcomed the Members to the

Meeting and briefed them on certain points relating to their participation at the Meeting through

audio visual means.

Mr. T V Narendran, Chairman of the Board, chaired the Meeting. The Chairman welcomed the

shareholders to the Meeting and on requisite quorum being present, called the Meeting to

order.

All the Directors of the Company were present at the Meeting through VC from their respective

locations. The Chairman welcomed the Directors and requested them to introduce themselves

to the Members.

The Chairman informed the Members that the representatives of M/s Walker Chandiok & Co LLP,

Chartered Accountants, Statutory Auditors, M/s. PI & Associates, Secretarial Auditors and M/s

Parikh and Associates, Scrutinizers for the remote e-voting and the e-voting during the

proceedings of the AGM, were also present at the Meeting through VC.

The Chairman then informed the Members that, the proceedings of the Meeting were also

being webcast and could be viewed live by Members by logging onto the website of National

Securities Depository Limited (‘NSDL’). The Company had taken the requisite steps to enable

Members to participate and vote on the items being considered at this AGM.

The details of authorized representations received from corporate shareholder was informed to

the Members. Since there was no physical attendance of Members, and in compliance with the

Circulars issued by the MCA and SEBI, Members were informed that the requirement of

appointing proxies was not applicable. Further, it was informed to the Members that the

Registers as required under the Companies Act, 2013 were available for inspection in electronic

mode, should any Member request for the same.

(Fro TATA




With the consent of the Members present, the Notice convening the AGM and the Auditor's

Report for the year ended March 31, 2020 were taken as read. There were no qualifications,

observations or adverse remarks in the Statutory Auditors’ Report. It was informed that the

Secretarial Auditors had made certain observations in their report for the financial year ended

March 31, 2020. The Board’s comments on the same were given in the Board’s Report which

forms part of the Annual Report for FY2020 and the report of the Secretarial Auditors also formed

part of the Board’s Report.

The Chairman then briefed the shareholders with respect to macro-economic environment and

industry outlook, Company’s performance and initiatives, strategic directions and future outlook.

Mr. Rajeev Singhal, Managing Director of the Company made a presentation on the operational

and financial performance and the key initiatives of the Company for the Financial Year 2019-20.

In terms of the Notice dated August 27, 2020 convening the 37th AGM of the Company, the

following business were transacted at the Meeting through remote e-voting. All Resolutions

were Ordinary Resolutions.

1) Adoption of Audited Standalone Financial Statements for the Financial Year ended March

31, 2020 and the reports of the Board of Directors and Auditors thereon.

2) Adoption of Audited Consolidated Financial Statements for the Financial Year ended March

31, 2020 and the report of the Auditors thereon.

3) Appointment of a Director in place of Mr. Koushik Chatterjee (DIN:00004989) who retires by

rotation and being eligible, seeks re-appointment.

4) Ratification of the remuneration of Messrs Shome & Banerjee, Cost Auditors of the Company.

Members present at the Meeting were given an opportunity to ask questions and seek

clarification(s). The Chairman appropriately responded to the questions raised.

Post the question and answer session, the Chairman authorized Ms. Nisha Anil Seth to carry out

the e-voting process and conclude the Meeting. The Chairman further informed the Members that

the consolidated voting results will be disseminated to the Stock Exchanges on which the

Company's shares are listed and will also be made available on the website of the Company at

www.tatasteelbsl.co.in and the National Securities Depository Limited at [email protected]

within 48 hours of the conclusion of the Meeting.

http://www.tatasteelbsl.co.in/

http://[email protected]/

(Fro TATA




The Chairman then thanked the Members for their continued support and for attending and

participating in the Meeting. He also thanked the Directors for joining the Meeting virtually.

The e-voting facility was kept open for the next 15 minutes to enable the Members to cast their

vote. Upon completion of the e-voting process Ms. Seth declared the Meeting closed.

Post the conclusion of the remote e-voting, the Scrutinizers' report was received.

All the Resolutions have been passed with requisite majority.

This is for your information and records.

Thanking you.

Yours faithfully,


(Formerly known as ‘Bhushan Steel Limited’)

Nisha Anil Seth


411 rlii TATA




ANNEXURE B

37th Annual General Meeting Voting Results


(formerly known as ‘Bhushan Steel Limited’)

Nisha Anil Seth


Date of the Annual General Meeting September 21, 2020

Total number of Shareholders on record date

(September 14, 2020) 114,527

No. of Shareholders present in the meeting either in person or through proxy

Promoter and Promoter Group No arrangement for a physical

meeting or appointment of proxy

was made as the Meeting was

held through VC/OAVM Public

No. of Shareholders attended the meeting through Video Conferencing

Promoter and Promoter Group 1

Public 125

TATA STEEL BSL LIMITED (Formerly known as 'Shushan Steel Limited)

Resolution No. 1

Resolution Required (Ordinary Ordinary Whether promoter/promoter are

interested in the agenda/resolution?

No

Description of Resolution considered Consider and adopt the Audited Standalone Financial Statements for the Financial Year ended March 31, 2020 and the Reports of the Board of Directors and Auditors thereon S. No. Category Mode of Voting Total No. of

Shares Held Total No. of

Votes Polled

% of Votes Polled

on Outstanding

Shares

No. of Votes-in

favour

No. of Votes-

against

% of Votes in

favour on votes

polled

% of Votes against

on votes polled

Invalid Votes % of invalid votes

on votes polled

[1] [21 (3)=1(2)/(1)1*100 141 151 [61=1(4)/(2)1100 (7)=[(5)/(2)1"100 (51 191=[(8)/(2)]*100 A Promoter & Promoter Group E-Voting 79,44,28,986 79,44,28,986 100.00 79,44,28,986 0 100.00 0.00 0.00 0.00

Poll 0 0.00 0 0 0.00 0.00 0.00 0.00 Postal Ballot (If

applicable)

0 0.00 0 0 0.00 0.00 0.00 0.00

Total 79,44,28,986 79,44,28,986 100.00 79,44,28,986 0 100.00 0.00 0.00 0.00 B Public Institutions E-Voting 10,29,10,568 1,58,61,402 15.41 1,58,61,402 0 100.00 0.00 0.00 0.00


applicable)

0 0.00 0 0 0.00 0.00 0.00 0.00

Total. 10,29,10,568 1,58,61,402 15.41 1,58,61,402 0 100.00 0.00 0.00 0.00 C Public Non Institutions E-Voting 19,61,00,214 3,91,108 0.20 3,59,545 31,563 91.93 8.07 0.00 0.00

Poll 0 0.00 0 0 0.00 0.00 0.00 0.00 Postal Ballot (If applicable)

0 0.00 0 0 0.00 0.00 0.00 0.00

Total 19,61,00,214 3,91,108 0.20 3,59,545 31,563 91.93 8.07 0.00 0.00 Total (A+B+C) 109,34,39,768 81.06,81,496 74.14 81,06,49,933 31,563 100.00 0.00 0.00 0.00 Whether resolution is Passed or Not Yes

For Tata Steel BSL Limited

(Formerly known as 'Bhushan Steel Limited')

NisFia Anil Seth Company Secretary & Compliance Officer

TATA STEEL BSL LIMITED (Formerly known as 'Bhushan Steel Limited')

Resolution No. 2

Resolution Required (Ordinary Ordinary Whether promoter/promoter are


No

Descri tion of Resolution considered Consider and adopt the Audited Consolidated Financial Statements for the Financial Year ended March 31, 2020 and the Report of the Auditors thereon S. No. Category Mode of Voting Total No. of

Shares Held

Total No. of

Votes Polled

% of Votes Polled

on Outstanding

Shares

No. of Votes-in

favour

No. of Votes-

against

% of Votes in

favour on votes

polled

% of Votes against

on votes polled


on votes polled

[1] [21 (3)=[(2)/(1)1*100 [4] [51 1614(4)/(2)1"100 (7)=f(5)/(2)1*100 [81 [91=f(8)/(2)]*100 0.00 A Promoter & Promoter Group E-Votinq 79,44,28,986 79,44,28,986 100.00 79,44,28,986 0 100.00 0.00 0.00


applicable)

0 0.00 0 0 0.00 0.00 0.00 0.00

Total 79,44,28,986 79,44,28,986 100.00 79,44,28,986 0 100.00 0.00 0.00 0.00 B Public Institutions E-Voting 10,29,10,568 1,58,61,402 15.41 1,58,61,402 0 100,00 0.00 0.00 0.00


applicable)

0 0.00 0 0 0.00 0.00 0.00 0.00

Total 10,29,10,568 1,58,61,402 15.41 1,58,61,402 0 100.00 0.00 0.00 0.00 C Public Non Institutions E-Votinq 19,61,00,214 2,91,108 0.15 2,60,345 30,763 89,43 10.57 0.00 0.00

Poll 0 0.00 0 0 0.00 0.00 0.00 0.00

Postal Ballot (If

applicable)

0 0.00 0 0 0.00 0.00 0.00 0.00

Total_ _ 19,61,00,214 2,91,108 0.15 2,60,345 30,763 89.43 10.57 0.00 0.00 Total (A+B+C) 109,34,39,768 81,05,81,496 74.13 81,05,50,733 30,763 100.00 0.00 0.00 0.00

Whether resolution is Passed or Not Yes

For Tata Steel BSL Limited (Formerly known as 'Shushan Steel Limited')

Nisha Anil Seth


TATA STEEL BSL LIMITED (Formerly known as 'Shushan Steel Limited)

Resolution No. 3 Resolution Required (Ordinary Ordinary Whether promoter/promoter are interested in the agenda/resolution?

No

Description of Resolution considered Appointment of a Director in place of Mr Koushik Chatteriee (DIN: 00004989), who retires by rotation and being eligible, seeks re-appointment S. No. Category Mode of Voting Total No. of

Shares Held Total No. of Votes Polled

Y. of Votes Polled on Outstanding

Shares

No. of Votes-in favour

No. of Votes- against

% of Votes in favour on votes

polled

% of Votes against on votes polled

Invalid Votes % of invalid votes on votes polled

[1] [21 (3)=1(2)/(1)11 00 141 [51 [61=1(4)(2)1*i 00 (7)=[(5)/(2)11 00 181 [91=[(8)/(2)1100 A Promoter & Promoter Group E-Voting 79,44,28,986 79,44,28,986 100.00 79,44,28,986 100.00 0.00 0.00 0.00

Poll 0 0.00 0 0.00 0.00 0.00 0.00 Postal Ballot (If applicable)

0 0.00 0 0.00 0.00 0.00 0.00

Total 79,44,28,986 79,44,28,986 100.00 79,44,28,986 0.00 100.00 0.00 0.00 0.00 B Public Institutions E-Votinq 10,29,10,568 1,58,61,402 15.41 1,57,48,645 112,757 99.29 0.71 0.00 0.00

Poll 0 0.00 0 - 0.00 0.00 0.00 0.00 Postal Ballot (If applicable)

0 0.00 0 0.00 0.00 0.00 0.00

Total 10,29,10,568 1,58,61,402 15.41 1,57,48,645 112,757 99.29 0.71 0.00 0.00 C Public Non Institutions E-Voting 19,61,00,214 2,87,093 0.15 2,51,862 35,231 87.73 12.27 0.00 0.00

Poll 0 0.00 0 0.00 0.00 0.00 0.00 Postal Ballot (If applicable)

0 0.00 0 - 0.00 0.00 0.00 0.00

Total 19,61,00,214 2,87,093 0.15 2,51,862 35,231 87.73 12.27 0.00 0.00 Total (A+B+C) 109,34,39,768 81,05,77,481 74.13 81,04,29,493 147,988 99.98 0.02 0.00 0.00 Whether resolution is Passed or Not Yes

For Tata Steel BSL Limited (Formerly known as 'Bhushan Steel Limited')

Nisha Anil Seth Company Secretary & Compliance Officer

TATA STEEL BSL LIMITED (Formerly known as 'Shushan Steel Limited')

Resolution No. 4 Resolution Required (Ordinary Ordinary Whether promoter/promoter are


No

Description of Resolution considered Ratification of the remuneration of Messrs Shome & Banerjee, Cost Auditors of the Company S. No. Category Mode of Voting Total No. of

Shares Held

Total No. of

Votes Polled

% of Votes Polled

on Outstanding

Shares

No. of Votes-in

favour

No. of Votes-

against

% of Votes in

favour on votes

polled

% of Votes against

on votes polled


on votes polled

[11 [2] (3)=1(2)(1)1'100 [4] [51 [6]=1(4)/(2)1`100 (7)=[(5)/(2)1"100 [8] [9]=[(8)/(2)]"100 A Promoter & Promoter Group E-Voting 79,44,28,986 79,44,28,986 100.00 79,44,28,986 0 100.00 0.00 0.00 0.00


applicable)

0 0.00 0 0 0.00 0.00 0.00 0.00

Total 79,44,28,986 79,44,28,986 100.00 79,44,28,986 0 100.00 0.00 0.00 0.00 B Public Institutions E-Voting 10,29,10,568 1,58,61,402 15.41 1,58,61,402 0 100.00 0.00 0.00 0.00


applicable)

0 0.00 0 0 0.00 0.00 0.00 0.00

Total 10,29,10,568 1,58,61,402 15.41 1,58,61,402 0 100.00 0.00 0.00 0.00 C Public Non Institutions E-Voting 19,61,00,214 2,90,713 0.15 2,49,405 41,308 85.79 14.21 0.00 0.00

Poll 0 0.00 0 0 0.00 0.00 0.00 0.00

Postal Ballot (If

applicable)

0 0.00 0 0 0.00 0.00 0.00 0.00

Total 19,61,00,214 2,90,713 0.15 2,49,405 41,308 85.79 14.21 0.00 0.00 Total (A+B+C) 109,34,39,768 81,05,81,101 74.13 81,05,39,793 41,308 99.99 0.01 0.00 0.00 Whether resolution is Passed or Not Yes

For Tata Steel BSL Limited (Formerly known as 'Bhushan Steel Limited')

Nisha Anil Seth


Office

111, 11th Floor, Sai-Dwar CHS Ltd Sab TV Lane, Opp Laxmi Industrial Estate, Off Link Road, Above Shabari Restaurant, Andheri (W), Mumbai : 400053 Tel No 26301232 / 26301233 / 26301240 Email : [email protected] [email protected]

(formerly known as 'Bhushan Steel Limited')

Sub: Consolidated Scrutinizer's Report on remote e-voting before the 37 Limited (formerly known as 'Bhushan Steel

Limited') held on Monday, 21 conferencing ('VC') / other audio visual means ('OAVM') and remote e-voting during the

ons, 2015 ('SEBI Listing Regulations')

known as 'Bhushan Steel Limited')pursuant to Section 108 of the Companies Act, 2013 ('the Act') read with Rule 20 of the Companies (M

Annual General Meeting ('AGM') of Tata Steel BSL Limited (formerly known as 'Bhushan Steel Limited')

(collectively referred to as 'MCA Circulars') and SEBI Circular dated May 12, 2020.

Limited ('NSDL') for conducting remote e-vo

1

PARIKH & ASSOCIATESCOMPANY SECRETARIES

To, The Chairman Tata Steel BSL Limited

Dear Sir,

th Annual General Meeting ('AGM') of Tata Steel BSL

st September, 2020 at 3.00 p.m. (IST) through video

AGM, conducted pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulati I, P. N. Parikh, of M/s. Parikh & Associates, Practising Company Secretaries, had been appointed as the Scrutinizer by the Board of Directors of Tata Steel BSL Limited (formerly

anagement and Administration) Rules, 2014, as amended, to conduct the remote e-voting process in respect of the below mentioned resolutions proposed at the 37th

on Monday, 21st September, 2020 at 3.00 p.m.. (IST) through VC/ OAVM. I was also appointed as Scrutinizer to scrutinize the remote e-voting process during the AGM. The Notice dated August 27, 2020, convening the AGM, as confirmed by the Company was sent to the Members in respect of the below mentioned resolutions passed at the AGM of the Company through electronic mode to those Members whose email addresses are registered with the Company/ Depositories, in compliance with the MCA General Circular dated May 5, 2020 read with General Circulars dated April 8, 2020 and April 13, 2020

The Company had availed the e-voting facility offered by National Securities Depository

ting by the Shareholders of the Company. The voting period for remote e-voting commenced on Thursday, September 17, 2020 at 9.00 a.m. (IST) and ended on Sunday, September 20, 2020 at 5.00 p.m. (IST) and the NSDL e-voting platform was disabled thereafter.

The Shareholders of the Company holding shares as on the 'Cut-Off' date of Monday,

Scrutinizer's Report of the votes cast

2

Continuation Sheet The Company had also provided remote e-voting facility to the Shareholders present at the AGM through VC and who had not cast their vote earlier.

September 14, 2020 were entitled to vote on the resolutions forming part of the Notice of the AGM. After the closure of e-voting at the AGM, the report on remote e-voting done during the AGM and the votes cast under remote e-voting facility prior to the AGM were unblocked and counted.

I have scrutinized and reviewed the remote e-voting prior to and during the AGM and votes cast therein based on the data downloaded from the NSDL e-voting system. The Management of the Company is responsible to ensure compliance with the requirements of the Act and rules relating to remote e-voting prior to and during the AGM on the resolutions forming part of the Notice of the AGM. My responsibility as a scrutinizer for the remote e-voting is restricted to making a

in favour or against the resolutions. I now submit my consolidated Report as under on the result of the remote e-voting prior to and during the AGM in respect of the said resolutions.

3

Continuation Sheet

Resolution 1: Ordinary Resolution

Consider and adopt the Standalone Audited Financial Statements of the Company for the financial year ended March 31, 2020 together with the Reports of the Board of Directors and Auditors thereon.

(i) Voted in favour of the resolution:

Number of members voted

Number of valid votes cast by them

% of total number of valid votes cast

354 81,06,49,933 100.00 (Rounded Off)

(ii) Voted against the resolution:




19 31,563 0.00 (iii) Invalid votes:

Number of members whose votes were declared invalid

Number of invalid votes cast by them

Nil Nil

4

Continuation Sheet


Consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2020, together with the Report of Auditors thereon.





354 81,05,50,733 100.00(Rounded Off)

(ii) Voted against the resolution:







Nil Nil

5

Continuation Sheet


Appoint a Director in place of Mr. Koushik Chatterjee (DIN: 00004989) who retires by rotation and being eligible, offers himself for re-appointment.





335 81,04,29,493 99.98 (ii) Voted against the resolution:




34 1,47,988 0.02 (iii) Invalid votes:



Nil Nil

Andheri West, Mumbai - 400053

Tata Steel BSL Limited (formerly Bhushan Steel Limited)

Nisha Anil Seth Company Secretary and Compliance Officer

P N Parikh

Digiplysgzd by P N Padns c=1,4, o=Personal, postalCotle=..,

staharastrtra, 2.2042a5947.6148lecbdifeCe8e3ad 701.506ad3Obb138b26daticab693113e

erlalNumber-635tlfe9t9fle9732378e198 497cbla98550.11.01.29410.1b0c5.9 ac.cn-PN Pad. Date 2020.09/1 2131:14.'3V

6

Continuation Sheet


Ratification of remuneration payable to M/s. Shome & Banerjee (Firm Registration No.000001) as Cost Auditor of the Company.





338 81,05,39,793 99.99 (ii) Voted against the resolution:







Nil Nil

Thanking you, Yours faithfully, P.N. Parikh Parikh & Associates Practising Company Secretaries FCS: 327 CP No.: 1228 111,11th Floor, Sai Dwar CHS Ltd Sab TV Lane, Opp. Laxmi Indl. Estate, Off Link Road, Above Shabari Restaurant,

Place: Mumbai Dated: 21.09.2020

3 annexure c - scrutinizers report...sub: summary of proceedings and voting results of the 37th...

Documents