SANJAY GROVER & ASSOCIATES

Transcription

1 COMPANY SECRETARIES B-88, 1ST Floor, Defence Colony, New Delhi Tel.: (011) , Fax : (011) contact@cssanjaygrover.in website : SCRUTINIZER'S REPORT To, The Chairman BHARTI TELECOM LIMITED CIN: U32039HR1985PLC Airtel Centre, Plot No.16, Udyog Vihar, Phase - IV, Gurgaon, Haryana Dear Sir, In terms of the provisions of Section 110 of the Companies Act, 2013 (the "Act") read with the Companies (Management and Administration) Rules, 2014,as amended from time to time, and other applicable laws and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), I, Sanjay Grover, Managing Partner of M/s. Sanjay Grover & Associates, Practicing Company Secretaries having office at B-88, First Floor, Defence Colony, New Delhi , was appointed as a Scrutinizer by the Board of Directors of BHARTI TELECOM LIMITED (`the Company') in their meeting held on Tuesday, June 19, 2018 to conduct the postal ballot/e-voting process in a fair and transparent manner in respect of the following resolution: S. No. Type of Resolution Particulars 1. Special Resolution Reduction of Share Capital of the Company I submit my report as under: 1. The Company completed the dispatch of Postal Ballot Notice and forms on Tuesday, June 26, 2018 to its Members, whose names appeared in the Register of Members as on Friday, June 15, 2018 in the following manner:

2 a) through to the members whose addresses were registered with the Company/ the Depositories; and b) through physical mode, along with a self-addressed postage prepaid business reply envelope to the other members (whose addresses were not registered with the Company/ the Depositories). 2. The Company had published an advertisement regarding dispatch of postal ballot forms, notices etc. in English Edition "Mint" and in Hindi Edition "Hindustan" on Wednesday, June 27, The members of the Company had an option to vote either through the postal ballot form or through the e-voting facility. Members who opted for e-voting facility have cast their votes on the designated website of Karvy Computershare Private Limited (`Karvy'), e-voting platform viz The postal ballot forms received by post/courier were kept under my safe custody in sealed and tamper proof ballot box before commencing the scrutiny of such postal ballot forms. The e-voting was maintained by Karvy in electronic registry. 5. I monitored the process of electronic voting through the scrutinizer's secured link provided by Karvy on its designated website i.e The e-votes were unblocked on Thursday, July 26, 2018 after P.M. in the presence of two witnesses, Rajat Jain, R/o G-29/215, Sector-3, Rohini, New Delhi and Mahaveer Singh, R/o 1E, Basant Nagar, Vasant Vihar, New Delhi , who are not in the employment of the Company. They have signed below in confirmation of the votes being unblocked in their presence: Mahaveer Singh

3 7. The particulars of all postal ballot forms received from the members as well as e-voting report generated from electronic registry of Karvy have been entered in a separate register maintained for that purpose. 8. All postal ballot forms received and e-votes cast up to 05:00 P.M. Thursday, July 26, 2018 i.e. the last date and time fixed by the Company to cast votes through postal ballot forms or e-voting were considered and none of the envelopes containing postal ballot form(s) received after 05:00 P.M. on Thursday, July 26, 2018 were considered for the purpose of this report. 9. For the purpose of this report, shareholding as on cut-off date i.e. Friday, June 15, 2018 was considered. 10. The postal ballot forms and e-votes were matched with the register of members/ beneficiary data of the Company as on Friday, June 15, 2018 i.e. the cut-off date for the purpose, as provided by Karvy, the Registrar and Share Transfer Agent (`RTA') of the Company. It is further submitted that there was no mismatch of the shareholding as mentioned in the postal ballot forms and RTA records. 11. The total issued and paid-up Equity Share Capital of the Company as on Friday, June 15, 2018 was Rs. 26,10,77,41,760/- (Rupees Two Thousand Six Hundred Ten Crore Seventy Seven Lakh Forty One Thousand Seven Hundred Sixty only) divided into 261,07,74,176 (Two Hundred Sixty One Crore Seven Lakh Seventy Four Thousand One Hundred Seventy Six) Equity Shares of Rs. 10/- (Rupees Ten) each.

4 12. A summary of the postal ballot/ e-voting areas under: I. Reduction of Share Capital of the Company. Special Resolution Particular Number of Valid Votes e-votes Postal Ballot Total Percentag Assent 2,58,99,80,570 3,06,543 2,59,02,87, Dissent 15,42,792 9,25,643 24,68, Total 2,59,15,23,362 12,32,186 2,59,27,55, The detailed break up of voting through e-voting and voting through postal ballot forms in respect of the above resolution is attached to this report and marked as `Annexure- A'. Therefore, the above-mentioned Resolution has been passed with requisite majority. 13. The resolution shall be deemed to have been passed on Thursday, July 26, 2018, being the last date of receipt of Postal Ballot form(s) from the members of the Company and closure of e-voting period. This space was intentionally left Blank

5 14.1 will hand over the postal ballot forms and other related papers/registers and records to the Company after signing of minutes by the Chairman of the Company. 15. You may accordingly declare the result of the voting by postal ballot/ e-voting. Thanking You, FOR SANJAY GROVER& ASSOCIATES COMPANY SECRETARIES Sanjay Grover Scrutinizer C.P. No.:3850 Date: July 28, 2018 Place: New Delhi

6 A detailed summary of the postal ballot result/ e-voting is given herein below: Annexure-A Al. VOTING THROUGH E-VOTING: Particulars No. of share- holders No. of Equity Shares Paid-up value of the Equity Shares (In Rs.) (a) Total votes received 233 2,59,15,23,362 25,91,52,33,620 (b) Less: Invalid Votes (d) Net Valid Votes* 233 2,59,15,23,362 25,91,52,33,620 (e) Votes with assent 156 2,58,99,80,570 2,58,99,80,570 (f) Votes with dissent 78 15,42,792 1,54,27,920 *There was 1 (one) member who partially voted in favour of the resolution and partially voted against the resolution. A2. VOTING THROUGH POSTAL BALLOT FORM: Particulars No. of share- Holders No. of Equity Shares Paid-up value of the Equity Shares (In Rs.) (a) Total votes received ,18,820 1,31,88,200 (b) Less: Invalid Votes* 9 86,634 8,66,340 c) Net Valid Votes ,32,186 1,23,21,860 (d) Votes with assent 460 3,06,543 30,65,430 (e) Votes with dissent 40 9,25,643 92,56,430 * There were 4 (four) members who cast their vote via e-voting and postal ballot both, therefore, their voting via postal ballot has been considered as invalid in compliance with Note No. (6) of Postal Ballot Form.