Sub.: Scrutinizer's Report on Postal Ballot Notice dated July 28, 2014

Transcription

1 (R) September 19,2014 The Chairman / Company Secretary PC Jeweller Limited 24/2708, Bank Street, Karol Bagh, New Delhi Dear Sires), Sub.: Scrutinizer's Report on Postal Ballot Notice dated July 28, 2014 In terms of the resolution passed by the Board of Directors of PC Jeweller Limited (hereinafter referred to as "the Company") at its meeting held on July 28, 2014, I have been appointed as Scrutinizer for conducting the entire Postal Ballot process in a fair and transparent manner, in respect of the following Specia1 Resolutions, as proposed in the Postal Ballot Notice dated July 28, 2014 (hereinafter referred to as "Postal Ballot Notice") of the Company: ITEM NO.1: To authorise the Board of Directors to borrow money in excess of aggregate of the paid up share capital of the Company and its free reserves but not exceeding ~6,000 crores. ITEM NO.2: To authorise the Board of Directors to create charges, mortgages etc. for securing the borrowings upto ~6,000 crores. ITEM NO.3: To authorise the Board of Directors to vary the terms of contracts or objects 111 Prospectus dated December 16, I hereby submit my report on the voting on the above mentioned three Special Resolutions proposed in the Postal Ballot Notice, as under: 1. The Company sent the Postal Ballot Notice to all the Members, whose names appear in the Register of Members / List of Beneficial Owners as received from National Securities Depository Limited / Central Depository Services (India) Limited, as at the close of business hours on Friday, August 1, The Company has completed the dispatch of Postal Ballot Notice alongwith Postal Ballot Form and self-addressed Business Reply Envelope on August 14,2014 and published a notice in this regard in Delhi editions of Financial Express (English) and Jansatta (Hindi) newspapers on August 15, The voting rights of Members were in proportion to their shares of the paid up equity share capital of the Company as at the close of business hours on Friday, August 1, All Postal Ballot Forms received upto 6:00 P.M. on Saturday, September 13,2014 (being the last date for receipt of Postal Ballot Forms) were considered for my scrutiny. The Postal Ballot Forms were opened in my presence and duly scrutinized and their particulars have been entered in a register separately maintained for the purpose. 5. I did not find any defaced or mutilated Postal Ballot Form. 6. The Company has also offered e-voting facility to its Members through e-voting platform provided by Karvy Cornputershare Private Limited ("Karvy"), enabling them to cast their votes electronically. E-voting was optional. The e-voting period commenced from Friday, August 15,2014, at 9:00 A.M. and ended on Saturday, September 13, 2014 at 6:00 P.M. The particulars of e-voting done by the embers of the Company during this period were considered for my scrutiny. & As& ~. CE: 202, ANARKALI BAZAR, JHANDEWALAN EXTN., NEW DELHI-l10055 RES.: 108C, DDA FLATS, GULABI BAGH, DELID-ll0007

2 7. No Member has casted vote through both mode of voting i.e. by Postal Ballot Form and also by e-voting. 8. The resolution wise details of voting are as under: ITEM NO. I - To authorise the Board of Directors to borrow money in excess of aggregate of the paid upshare capital of the Company and its free reserves but not exceeding ~6,OOOcrores. Details of Forms ~IO each (Votes) Less: Total number of invalid Postal Ballot Forms Less: Less voted 90 Total number of valid Postal Ballot Forms b) Bye-voting through Karvy's e-voting Platform: who casted vote of~io each (Votes) Less: Total number of invalid votes Total number of valid votes Electronic Voting ~IO each (Votes) received Total valid Postal Ballots Assented to Resolution 263* Dissented to Resolution 48* Details of Voting in terms of Clause 35A of the Listing Agreement: Promoter / Public No. of No. of votes % of Votes Polled No. of No. of % of Votes in % of Votes (3)=1(2)1(1)I*100 (4) (5) (6)=1(4)/(2)1*100(7)=1(5)1(2)1*100 Public-Institutional Public-Others Total :.~~S.rb' - ~1ItI ~CE: 202, ANARKALI BAZAR, JHANDEWALAN EXTN., NEW DELHI-l10055 c.: 'N ELHI en ~ C.P.3872 ; J RES.: I08C, DDA FLATS, GULABI BAGH, DELID-llOOO7 c~ ;::: H ~'I> "fly Set't.

3 R 5 SHARMA & ASSOCIATES Ph. No.: (O) (R} ITEM NO.2 - To authorise the Board of Directors to create charges, mortgages etc. for securing the borrowings upto ~6,000 crores. Details of Forms ~lo each (Votes) Less: Total number of invalid Postal Ballot Forms Less: Less voted 115 Total number of valid Postal Ballot Forms b) Bye-voting through Karvy's e-voting platform: who casted vote of~lo each (Votes) Less: Total number of invalid votes Total number of valid votes Electronic Voting ere each (Votes) Received Total Valid Postal Ballots Assented to Resolution 263* Dissented to Resolution 49* Details of Voting in terms of Clause 35A of the Listing Agreement: Promoter. / Public No. of No. of votes % of Votes Polled No. of No. of % of Votes in % of Votes (3)=1(2)1(1 )1*1 00 (4) (5) (6)=1(4)1(2)1*100! (7)=1(5)1(2)1*100 Public-Institutional Public-Others Total ~I"'" '_"'. e?' at'. :~,~ (.P.3872 ~ : ~ ~~ '-'ill}y sette OFFICE: 202, ANARKALI BAZAR, JHANDEWALAN EXTN., NEW DELHI-l10055 RES.: l08c, DDA FLATS, GULABI BAGH, DELID-ll0007

4 Ph. No.: (O) ITEM NO.3 - To authorise the Board of Directors to vary the terms of contracts or objects in Prospectus dated December 16,2012. Details of Forms no each (Votes) Less: Total number of invalid Postal Ballot Forms Less: Less voted 115 Total number of valid Postal Ballot Forms b) Bye-voting through Karvy's e-voting platform: who casted vote of~10 each (Votes) Less: Total number of invalid votes Total number of valid votes Electronic Voting ~1 0 each (Votes) Received Total Valid Postal Ballots Assented to Resolution 286* Dissented to Resolution 23* Details of Voting in terms of Clause 35A of the Listing Agreement: Promoter / Public No. of No. of votes % of Votes Polled No. of No. of % of Votes in % of Votes (3)=1(2)/(1)] *100 (4) (5) 1(6)=1(4)/(2)]*100 1(7)=1(5)/(2)]*100 Public-Institutional Public-Others Total if'" B~ :;.to ~ LHI ~ * C.P.3872 z ~ ~.~ 1'o.'b<; <Jlly Sette OFFICE: 202, ANARKALI BAZAR, JHANDEWALAN EXTN., NEW DELHI-l10055 RES.: 108C, DDA FLATS, GULABI BAGH, DELm-ll0007

5 r R S SHARMA & ASSOCIATES 9. From the above mentioned voting details it is clear that for each of the Special Resolutions mentioned in the Postal Ballot Notice, more than three fourth of the number of valid votes casted are in favour of the said Special Resolutions. 10. The physical Postal Ballot Forms and other related records / Register are being handed over to the Company Secretary of the Company for safe custody. 11. Based on this Report, you may accordingly declare the result on three Special Resolutions mentioned in the Postal Ballot Notice. Thanking you. Yours sincerely, For R S Sharma & Associates Com pany Secretaries (RANDHIR SINGH S~J~~ Proprietor Membership No.: FCS2062 CP No.: 3872 OFFICE: 202, ANARKALI BAZAR, JHANDEW ALAN EXTN., NEW DELID RES.! 108e, DDA FLATS, GULABI BAGH, DELID