Abhi~-noi - Eros International...Sep 27, 2018 · Abhi~-noi Vice President - Company Secretary...

September 28, 2018

BSE Limited Corporate Relationship Department Phiroze Jeejeebhoy Towers 25th Floor, Dalal Street, Mumbai - 400 001 Scrip Code: 533261

National Stock Exchange of India Limited Corporate Relationship DepartmenU Listing Department Exchange Plaza, 5th Floor, Plot No - C Block, G Block, Sandra Kurla Complex, Mumbai 400 051 Scrip Code: EROSMEDIA

Sub: Disclosure of Voting Results of the 24th Annual General Meeting held on September 27, 2018

Dear Sir,

This is with reference to our earlier communication regarding the Annual General Meeting of the Company. This is to inform that the 24th Annual General Meeting of the Company was held on Thursday, September 27, 2018 at 2.00 P.M. at "The Club", D N Nagar, Andheri West, Mumbai 400053.

As per the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company provided remote e-voting, physical ballot and e-voting facility at the venue of the Annual General Meeting to its Shareholders for voting on the business transacted at the Annual General Meeting. The Company had appointed Mr. Makarand Joshi, Practicing Company Secretary as the Scrutinizer for the remote e-voting, physical ballot and e-voting at the venue of the Annual General Meeting. As per the Scrutinizer's Report, all Resolutions as set out in the Notice of 24th Annual General Meeting have been duly approved by the Shareholders with requisite majority. The Scrutinizer's Report dated September 28, 2018 is enclosed herewith.

In terms of Regulation 44(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith Consolidated outcome of the voting held through remote e-voting, physical ballot and e-voting facility at the venue of the Annual General Meeting.

You are requested to kindly take the above information on records.

Thanking you

Yours faithfully, for Eros International Media Limited

Abhi~*-noi Vice President - Company Secretary and Compliance Officer

Encl: As above

EROS INTERNATIONAL MEDIA LIMITED Corpo1 ate Office: 90 I /902, Sup1 eme Chambe1 s, Off Vee1 a Desai Road, Andheri (W), Mumbai - 400 053

Tel .. +91 22-6602 1500 Fax: +91-22-6602 1540 E-mc1il: eros@erosintl com • www erosintl .com

Regd Office Kc1ilash Plazo, 2nd Floor, Plot No I 2, Off Veera Desc1i Road, Anclhe1 i (W), Mumboi . 400 053

CIN No L99999MH I 994PLC080502

In accordance with Regulation 44(3) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, the details of business transacted at the 24th Annual

General Meeting of the Company are furnished below:

• Date of the AGM

• Total number of shareholders on record date

(i.e. September 20, 2018- Record date)

: September 27, 2018

: 51,677

• No. or shareholders prese11l in lhe 111eeli11y eilher i11 per sun ur lhruuyh pruxy:

Promoters and Promoter Group 2

Public 54

• No. of shareholders attended the meeting through Video Conferencing:

Promoters and Promoter Group Not Arranged

Public

• Mode of voting: Remote e-voting, Ballot Paper and e-voting at the meeting (lnsta Poll)

Resolution 1: To receive, consider and adopt:

a. the Audited Financial Statements of the Company for the financial year ended 31 March, 2018, together with Report of the Directors and Auditors thereon

b. the Audited Consolidated Financial Statements of the Company for the financial year ended 31 March, 2018, together with the Report of the Auditors thereon

Resolution required: (Ordinary/ Special) Ordinary

Whether promoter/ promoter group are interested in the No agenda/resolution?

Category Mode of Voting No. of No. of % of Votes No. of No. of % of Votes % of Votes shares votes Polled on Votes - in Votes - in favour on against on held polled* outstanding favour against votes polled votes

shares polled (1) (2) (3)= (4) (5) (6)= (7)=[( 5)/(2)]

[(2)/(1)]*100 [(4)/(2)]*100 * 100

Promoter and Remote E-Voting 56,422,878 98.79 56,422,878 0 100.00 0.00 Promoter Group

Poll 57,116,440 0 0.00 0 0 0.00 0.00

Ballot 0 0.00 0 0 0.00 0.00

Total 56,422,878 98.79 56,422,878 0 100.00 0.00

Public - Institutional Remote E-Voting 2,930,694 62.70 2,930,694 0 100.00 0.00 holders

Poll 4,674,199 0 0.00 0 0 0.00 0.00 Ballot 0 0.00 0 0 0.00 0.00 Total 2,930,694 62.70 2,930,694 0 100.00 0.00

Public- Non Institution Remote E-Voting 33,321,009 112,742 0.34 111,046 1,696 98.50 1.50

Poll 50,017 0.15 50,017 0 100.00 0.00

Ballot 118 0.00 118 0 100.00 0.00

Total 162,877 0.49 161,181 1,696 98.96 1.04 Total 95,111,648 59,516,449 62.58 59,514,753 1,696 100.00 0.00

-

*No. of votes polled does not include 'no. of votes invalid' f'%,,i,•' .. ... -·J

Resolution 2: To appoint Director in place of Mrs. Jyoti Deshpande (DIN 02303283). who retires by rotation and being eligible,

offers herself for re-appointment




shares polled

(1) (2) (3)= (4) (5) (6)= (7)= [(2)/(1)]*100 [(4)/(2)]*100 [(5)/(2)]*10

0


Poll 57,116,440 0 0.00 0 0 0.00 0.00

Ballot 0 0.00 0 0 0.00 0.00

Total 56,422,878 98.79 56,422,878 0 100.00 0.00

Public - Institutional Remote E-Voting 2,976,931 63.69 2,969,593 7,338 99.75 0.25 holders

Poll 4,674,199 0 0.00 0 0 0.00 0.00 Ballot 0 0.00 0 0 0.00 0.00 Total 2,976,931 63.69 2,969,593 7,338 99.75 0.25

Public- Non Remote E-Voting 112,742 0.34 111,046 1,696 98.50 1.50 Institution

Poll 33,321,009 50,017 0.15 50,017 0 100.00 0.00

Ballot 118 0.00 118 0 100.00 0.00

Total 162,877 0.49 161,181 1,696 98.96 1.04

Total 95,111,648 59,562,686 62.62 59,553,652 9,034 99.98 0.02

*No. of votes polled does not include 'no. of votes invalid'

~

Resolution 3: Appointment of Mr. Subramaniam Lakshminarayanan (DIN 07972480) , as an Independent Director not liable to retire

by rotation , to hold office for a term of Five (5) consecutive years from the date of this 24th Annual General Meeting

Resolution required: (Ordinary/ Special) Special



shares polled (1) (2) (3)= (4) (5) (6)= (7)=

[(2)/(1)]*100 [(4)/(2)]*100 [(5)/(2)]*100



Public - Institutional Remote E-Voting 2,889,120 61.81 2,889,120 0 100.00 0.00 holders


Public- Non Institution Remote E-Voting 112,742 0.34 111,046 1,696 98.50 0.50

Pull 33,321,009 50,017 0.15 50,017 0 100.00 0.00 Ballot 118 0.00 118 1 100.00 0.30 Total 162,877 0.49 161,181 1,696 98.96 1.04

Total 95,111,648 59,474,875 62.53 59,473,179 1,696 100.00 0.00


Resolution 4: Appointment of Mr. Sunil Srivastav (DIN 00237561), as an Independent Director not liable to retire by rotation,

office for a term of Five (5) consecutive years from the date of this 24th Annual General Meeting

to hold

Resolution required: (Ordinary/ Special) Ord inary


Category Mode of Voting No. of No. of % of Votes shares votes Polled on held polled* outstanding

shares (1) (2) (3)=

[(2)/(1)]*100

Promoter and Remote E-Voting 56,422,878 98.79 Promoter Group

Poll 57,116,440 0 0.00

Ballot 0 0.00

Total 56,422,878 98.79

Public - Institutional Remote E-Voting 2,889,120 61.81 holders

Poll 4,674,199 0 0.00

Ballot 0 0.00

Total 2,889,120 61.81 Public- Non Institution Remote E-Voting 112,742 0.34

Poll 33,321,009 50,017 0.15

Ballot 118 0.00

Total 162,877 0.49

Total 95,111,648 59,474,875 62.53


No. of No. of Votes - in Votes -favour against

(4) (5)

56,422,878 0

0 0

0 0

56,422,878 0 2,889,120 0

0 0

0 0

2,889,120 0 110,771 1,971

50,017 0

118 0

160,906 1,971 59,472,904 1,971

% of Votes in favour on votes polled

(6)= [(4)/(2)]*100

100.00

0.00

0.00

100.00 100.00

0.00

0.00

100.00 98.25

100.00

100.00

98.79 100.00

of Votes ainst on

% ag VO

po tes lled

(7)= [(5 )/(2)]*100

0.00

0.00

0.00

0.00 0.00

0.00

0.00

0.00

1.75

0.00

0.00

1.21 0.00

Resolution 5: Approval of Material Related Party Transactions between the Company and Reliance Eros Productions LLP


Whether promoter/ promoter group are interested in the es agenda/resolution?

Category Mode of Voting No. of No. of % of Votes No. of No. of % of Votes shares votes Polled on Votes - in Votes - in favour on held polled* outstanding favour against votes polled

shares (1) (2) (3)= (4) (5) (6)=

[(2)/(1)]*100 [(4)/(2)]*100

Promoter and Remote E-Voting 0 0.00 0 0 0.00 Promoter Group

Poll 57,116,440 0 0.00 0 0 0.00

Ballot 0 0.00 0 0 0.00

Total 0 0.00 0 0 0.00

Public - Institutional Remote E-Voting 2,976,931 63.69 2,609,507 367,424 87.66 holders

Poll 4,674,199 0 0.00 0 0 0.00

Ballot 0 0.00 0 0 0.00

Total 2,976,931 63.69 2,609,507 367,424 87.66

Public- Non Institution Remote E-Voting 112,742 0.34 111,046 1,696 98.50

Poll 33,321,009 50,017 0.15 50,017 0 100.00

Ballot 118 0.00 118 2 100.00

Total 162,877 0.49 161,181 1,696 98.96

Total 95,111,648 3,139,808 3.30 2,770,688 369,120 88.24


of Votes ainst on

% ag VO

po tes lled

(7)= [( 5)/(2)]*100

0.00

0.00

0.00

0.00 12.34

0.00 0.00

12.34 1.50

0.00

0.00

1.04 11 .76

II

111

I

1,i

Resolution 6: Approval of Material Related Party Transactions between the Company and Reliance Eros Digital FZ LLC

Resolution required: (Ordinary/ Special) Ord inary

Whether promoter/ promoter group are interested in the Yes agenda/resolution?


shares polled (1) (2) (3)= (4) (5) (6)= (7)=

[(2)/(1)]*100 [(4)/(2)]*100 [(5)/(2)]*100

Promoter and Remote E-Voting 0 0.00 0 0 0.00 0.00 Promoter Group

Poll 57,116,440 0 0.00 0 0 0.00 0.00

Ballot 0 0.00 0 0 0.00 0.00

Total 0 0.00 0 0 0.00 0.00

Public - Institutional Remote E-Voting 2,976,931 63.69 2,609,507 367,424 87.66 12.34 holders

Poll 4,674,199 0 0.00 0 0 0.00 0.00

Ballot 0 0.00 0 0 0.00 0.00

Total 2,976,931 63.69 2,609,507 367,424 87.66 12.34

Public- Non Institution Remote E-Voting 112,742 0.34 111,046 1,696 98.50 1.50

Poll 33,321,009 50,017 0.15 50,017 0 100.00 0.00

Ballot 118 0.00 118 2 100.00 0.00

Total 162,877 0.49 161,181 1,696 98.96 1.04 Total 95,111,648 3,139,808 3.30 2,770,688 369,120 88.24 11.76


Note: All the aforesaid resolutions were passed with the requisite majority

MAKARAND M. JOSHI & CO.

Company Secretaries Ecstasy, 803/804, 9th Floor, Citi of Joy, J.S.D Road, Mulund (West), Mumbai - 400080 (T) 022-21678 l 00

Consolidated Report of Scrutinizer on remote e-voting, physical ballot forms and electronic voting at venue of the 24th Annual General Meeting

To, The Chairman, Of 24th Annual General Meeting (AGM) of the Shareholders of EROS International Media Limited (hercinatter referred as the "Company") held on Thursday, 27th September 2018, at 2.00

P.M. at 'The Club', D N Nagar, Andheri West, Mumbai 400 053.

Dear Sir,

Re: Scru.tinizer's Report on voting through remote e-voting, physical ballot forms and electronic voting at the Annual General Meeting (" AGM") in terms of provisions of the Companies Act, 2013 read with the Rules issued thereunder and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

A. I, Makarand M. Joshi, Partner of M/ s. Makarand M. Joshi & Co., Practicing Company Secretaries, appointed as Scrutinizer in the meeting of Board of Directors of the Company held on May 23, 2018 to conduct the following:

(i) Remote e-voting process and to scrutinize the Physical Ballot forms received from the shareholders of the Company pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014; and

(ii) Electronic voting (e-voting) at the AGM under the provisions of Section 109 of the Companies Act, 2013 read with Rule 21 of the Companies (Management and Administration) Rules, 2014 at the AGM held on Thursday, 28th September, 2018.

B. The Company had availed the remote e-voting facility provided by Central Depository Services (India) Limited (CDSL) for conducting the remote e-voting by the shareholders of the Company. The remote e-voting commenced on Sunday 23rd September, 2018 (9.00 am) and ended on Wednesday 26 th September, 2018 (5.00 pm) and the Central Depository Services (India) Limited (CDSL) remote e-voting platform was unblocked thereafter.

1

C. The Company has also provided voting by Physical Ballot forms & electronic voting facility by CDSL at the AGM to the members who do not have access to/ did not cast their votes through remote e-voting or physical ballot.

D. The report one-voting done at the AGM was generated in my presence along with Mr. Omkar Dindorkar and Mr. Abhishek Gupta.

E. After closure of the e-voting at the AGM, the report on e-voting done at the AGM was generated in my presence and diligently scrutinized.

F. The votes cast under the remote e-voting facility were thereafter unblocked in the presence of two wih1esses who were not in employment of the Company and after the conclusion of the voting at the AGM the votes cast thereunder were counted. Votes cast through physical ballot forms received up to 26 th September, 2018 were also considered.

G. On the basis of the votes exercised by the Members of the Company through remote evoting, Postal ballot and e-voting at AGM, I have issued separate Scrutinizer's Report dated 28th September, 2018.

Voting Results of the 24th AGM Pursuant to Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Date of Annual General Meeting 27th September 2018

Total number of shareholders on record date 51677

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

Promoters and Promoter Group: 2

Public: 54

No. of Shareholders attended the meeting through Video Conferencing:

Promoters and Promoter Group: Not Applicable

Public

2

Resolution Item No. 1 - Ordinary Resolution:

To receive, consider and adopt: a) audited Financial Statements of the Company for the year ended 31st March 2018, together with the Directors Report and Auditors Report thereon and; b) audited Consolidated Financial Statements for the year ended 31st March 2018, together with the Auditors Report thereon;

Category Mode of No. of No. of (¼, of Votes No. of No. of % of Votes % of Votes Voting shares votes Polled on Votes - in Votes - in favour against on

held polled* outstanding favour against on votes votes polled shares polled

(1) (2) (3)= (4) (5) (6)= (7)=[ (5)/(2)] * [(2)/(1)]*100 [ ( 4)/(2)] *100 100

Promoter and Remote E- 56422878 98.79 56422878 0 100.00 0.00 Promoter Group Voting

E-Voting at 57116440 0 0.00 0 0 0.00 0.00 AGM Postal Ballot 0 0.00 0 0 0.00 0.00 Total 56422878 98.79 56422878 0 100.00 0.00

Public - Institutional Remote E- 2930694 62.70 2930694 0 100.00 0.00 holders Voting

E-Voting at 4674199 0 0.00 0 0 0.00 0.00 AGM Postal Ballot 0 0.00 0 0 0.00 0.00

Total 2930694 62.70 2930694 0 100.00 0.00 Public- Non Remote E- 112742 0.34 111046 1696 98.50 1.50 Institution Voting


Tqtal 95111648 5.9516449 62.58 59514753 16~6 )¥1'00'.'00 0,00 ".@fil* \ flal!th *;,wvlil,, C -~ ,w dh.i/_, " '¥~1L,"'


3


To appoint a Director in place of Mrs. Jyoti Deshpande (DIN:02303283), who retires by rotation and being eligible, offers herself for re

appointment;

Category Mode of No. of No. of % of Votes No. of No. of 11/iJ of Votes % of Votes Voting shares votes Polled on Votes - in Votes - in favour against on


(1) (2) (3)= (4) (5) (6)= (7)=[ (5)/(2) ]* [(2)/(1)]*100 [(4)/(2)]*100 100







it'ot~ 111 95ID648 6956,2:686 G2'.6:i ''.5955~'652, ' ·9Q34, l.1--0,.-, 91:).98 ~ o.og •~· j,:'o,;· ,::/&- '" R «' '"''" "?'


4

Resolution Item No. 3 - Special Resolution:

Appointment of Mr. Subramaniam Lakshminarayanan (DIN- 07972480) as an Independent Director of the Company;

Category Mode of No. of No. of 11/i, of Votes No. of No. of % of Votes % of Votes Voting shares votes Polled on Votes - in Votes- in favour against on


(1) (2) (3)= (4) (5) (6)= (7)=[(5)/(2)]* [(2)/(1)]*100 [(4)/(2)]*100 100



Public - Institutional Remote E- 2889120 61.81 2889120 o 100.00 0.00 holders Voting




W .tl:il" . x:

9511164,8 594o/A8!75' s;•;itkl f··$3 S9~ , :t.696'iik,, ,;t·OJ).00 o~~~ ; 1, ·Jc Sih,


5


Appointment of Mr. Sunil Srivastav (DIN 00237561) as an Independent Director of the Company;

Category Mode of No. of No. of 1¼, of Votes No. of No. of 1¼i of Votes % of Votes Voting shares votes Polled on Votes - in Votes - in favour against on


(1) (2) (3)= (4) (5) (6)= (7)=[(5)/(2)]* [(2)/(1)]*100 [(4)/(2)]*100 100



Tota1 56422878 98.79 56422878 0 100.00 0.00 Public - Institutional Remote E- 2889120 61.81 2889120 0 100.00 0.00 holders Voting




;total 95111648 lffiE " 62.53 5~472904 ¥f9f4 , w I: l'!lTI,dJi 0.00, ' ' '"''· !., ••


6


To approve Material Related Party Transactions with Reliance Eros Productions LLP:

Category Mode of No. of No. of 1½i of Votes No. of No. of 0/ii of Votes 0/ii of Votes Voting shares votes Polled on Votes - in Votes - in favour against on


(1) (2) (3)= (4) (5) (6)= (7)=[(5)/(2)]* [ (2)/(1)] *100 [(4)/(2)]*100 100







. T0tal " 951la6!f8 J13~'SID8 ' 3.30 2'Zo/068'8 • 691'2.{); w» 1i 8,8~~ 1l..ili3

$ q :; w .

~•-h•, - .. *No. of votes polled does not include 'no. of votes invalid'

7


To approve Material Related Party Transactions with Eros Digital FZ LLC:

Category Mode of No. of No. of '¼, of Votes No. of No. of % of Votes % of Votes Voting shares votes Polled on Votes - in Votes - in favour against on


(1) (2) (3)= (4) (5) (6)= (7)=[(5)/(2)]* [(2)/(1)]*100 [(4)/(2)]*100 100



Total 0 0.00 0 0 0.00 0.00 Public - Institutional Remote E- 2976931 63.69 2609507 367424 87.66 12.34 holders Voting




;J'ot'fl ".

9~ 3!1:39808 3.30 277068.8 b:36912'0 ' 88.24 l1~'76 ,,

* .;, .. ' ' ' "


8

H. All the aforesaid resolutions were passed with requisite majority.

I. As requested by the management, I am submitting herewith a consolidated report on the results of remote e-voting together with the results of voting through Physical Ballot forms and e-voting at the AGM

Thanking you, Yours faithfully, For Makarand M. Joshi & Co., Practicing Company Secretaries MAKARAND : ,::-.:::.:.'"::""~" MADH·USUDA =;~~:,~~ N JOSHI ::.=:-~':"'~~,.'._

-Mlui~ ~;fflt,1/lt.att t:tP•(l~::ft

Makarand Joshi Partner CPNo. 3662 Place: Mumbai Date: 28th September 2018

For Eros International Media Limited

~~ Chairman/Authorized Signatory Place: l\.\.u.lMh A.) Date: 2-2-I t:r5J \ 'vQ \ls

9

Abhi~-noi - Eros International...Sep 27, 2018 · Abhi~-noi Vice President - Company Secretary...

Documents

Transcript of Abhi~-noi - Eros International...Sep 27, 2018 · Abhi~-noi Vice President - Company Secretary...

Abhi~*-noi - Eros International...Sep 27, 2018 · Abhi~*-noi Vice President - Company Secretary...

Documents

Transcript of Abhi~*-noi - Eros International...Sep 27, 2018 · Abhi~*-noi Vice President - Company Secretary...

Abhi~-noi - Eros International...Sep 27, 2018 · Abhi~-noi Vice President - Company Secretary...

Transcript of Abhi~-noi - Eros International...Sep 27, 2018 · Abhi~-noi Vice President - Company Secretary...