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1. CENTUM Centum Electronics Limited CIN L85110KA1993PLC013869 Registered Office No 44 KHB Industrial Area Yelahanka Newtown Bangalore 560 106 Telephone 080 4143 6000 Fax 080 4143 6005 website www centumelectronics com Notice of Postal Ballot To the Members of Centum Electronics Limited Notice is hereby given that pursuant to Section 110 of the Companies Act 2013 read with the Companies Management and Administration Rules 2014 the following Resolution in respect of the Special Business more specifically provided in the appended Resolution is proposed to be passed by Postal Ballot SPECIAL BUSINESS Approval for extension of benefits of ESOP Scheme 2013 to the eligible employees of the subsidiary company To consider and if deemed fit to pass through Postal Ballot the following Resolution as a Special Resolution RESOLVED THAT in accordance with the provisions of Section 62 and all other applicable provisions if any of the Companies Act 2013 the Act and Rule 12 4 of the Companies Share capital and Debenture Rules 2014 including any statutory modifications or re enactments thereof for the time being in force the provisions of the Memorandum and Articles of Association of the Company the provisions of the Securities and Exchange Board of India Employee Stock Option Scheme and Employee Stock Purchase Scheme Guidelines 1999 as amended from time to time the SEBI Guidelines the Listing Agreemen
2. registered in the names of the Members as on that date INSTRUCTIONS FOR VOTING I Voting through Physical Postal Ballot Form 1 The Members are requested to carefully read the instructions printed in the Postal Ballot Form and return the Postal Ballot Form duly completed with the assent for or dissent against in the enclosed postage pre paid self addressed envelope so as to reach the Scrutinizer on or before the closing of working hours i e 6 00 p m on Monday October 29 2014 to be eligible for being considered failing which it will be strictly treated as if no reply has been received from the Member 2 The Members are requested to exercise their voting rights by using the attached Postal Ballot Form only No other form or photocopy of the form is permitted Envelopes containing Postal Ballot Form if deposited in person or sent by courier at the expense of the Members will also be accepted E Voting The Company is pleased to offer e Voting facility as an alternative to its Members to enable them to cast their vote electronically instead of dispatching Postal Ballot Form The procedure for the same is as under The instructions for e voting are as under A Incase a Member receives an e mail from Karvy for Members whose e mail addresses are registered with the Company Depositories ii Use the following URL for e voting https evoting karvy com ii Enter the login credentials i e user id and password sent by email alon
3. However in case the Member s cast their vote both via Physical voting amp e Voting then voting validly done through e Voting shall prevail and voting done by Physical Ballot shall be treated as invalid D The e voting period commences on Saturday October 18 2014 9 00 a m IST and ends on Monday October 20 2014 6 00 p m IST During this period Members of the Company holding shares either in physical form or in dematerialized form as on September 19 2014 being the cutoff date for issue of notice of Postal ballot may cast their vote electronically The e voting module shall be disabled by Karvy for voting thereafter Once the vote on a resolution is cast by the Member he shall not be allowed to change it subsequently E Incase of any queries you may refer the Frequently Asked Questions FAQs for shareholders and e voting User Manual for shareholders available at the download section of https evoting karvy com or contact Mr Varghese P A of Karvy Computershare Pvt Ltd at 040 44655000 or at 1800 345 4001 toll free General 1 The Scrutinizer will submit the report to the Chairman after completion of the scrutiny and the results of the Postal Ballot will be hosted on the Company s website at www centumelectronics com for information of the Members besides being communicated to the Stock Exchanges on which the shares of the Company are listed The date of declaration of the Postal Ballot results will be taken as the date of passing
4. d or ii till the completion of the exercise period from the date of vesting RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution the Board be and is hereby authorized to do all such acts deeds matters and things as it may in its absolute discretion deem necessary expedient or proper and to settle any questions difficulties or doubts that may arise in relation to implementation of the ESOP Scheme 2013 at any stage including at the time of listing of the equity shares issued herein without requiring the Board to secure any further consent or approval of the Members of the Company to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this Resolution By order of the Board of Directors For Centum Electronics Limited Sd Place Bangalore Ramu Akili Dated 26 09 2014 Company Secretary Notes 1 The Board of Directors has appointed Mr S P Nagarajan Practising Company Secretary as Scruitinizer for conducting the Postal Ballot in a fair and transparent manner 2 The Statement as required under Section 102 of the Companies Act 2013 is annexed to this Notice A Postal Ballot Form is also enclosed The Notice is being sent to all the equity shareholders whose names appear in the Register of Members Beneficiary Position maintained by the Depositories as on Friday September 19 2014 Voting rights shall be reckoned on the paid up value of the shares
5. g with the notice Your Folio No DP ID Client ID will be your user ID iii After entering the details appropriately click on LOGIN iv You will reach the Password change menu wherein you are required to mandatorily change your password The new password shall comprise of minimum 8 characters with at least one upper case A Z one lower case a z one numeric value 0 9 and a special character The system will prompt you to change your password and update any contact details like mobile email etc on first login You may also enter the secret question and answer of your choice to retrieve your password in case you forget it It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential v You need to login again with the new credentials vi On successful login the system will prompt you to select the EVENT i e Centum Electronics Limited vii On the voting page the number of shares as held by the shareholder as on the Cut off Date will appear If you desire to cast all the votes assenting dissenting to the Resolution then enter all shares and click FOR Against as the case may be You are not required to cast all your votes in the same manner You may also choose the option ABSTAIN in case you wish to abstain from voting vill Cast your vote by selecting an appropriate option and click on SUBMIT A confirmation box will be displayed Click OK to confirm else CANCEL to
6. mark in the appropriate box below Please Tick V in the appropriate box below PE No of Brief Description of the Resolution Share s IW it adele I We dissent to the Resolution the Resolution Special Resolution under section 62 of the Companies Act 2013 and Rule 12 4 of the Companies Share capital and Debenture Rules 2014 for granting of options under Centum ESOP 2013 to the employees of subsidiary company Place Signature of the Shareholder s Date E voting facility particulars to be retained with the shareholder EVEN E Voting Event Number USER ID PASSWORD PIN Note Please read the Notes carefully before filling the Form
7. modify Once you confirm you will not be allowed to modify your vote During the voting period shareholders can login any number of times till they have voted on the resolution ix Once the vote on the resolution is cast the Member shall not be allowed to change it subsequently X Institutional shareholders i e other than individuals HUF NRI etc are required to send scanned copy PDF JPG format of the relevant Board Resolution Authority letter etc together with attested specimen signature of the duly authorized signatory ies who are authorized to vote to the Scrutinizer through e mail to cs nagarajsp 18 com xi The Portal will remain open for voting from 10 00 a m on 18 October 2014 to 6 00 p m on 20 October 2014 both days inclusive xii The results of e voting will be announced by the company in its website and also informed to the stock exchanges B Incase a Member receives physical copy of the Notice of Postal ballot for Members whose email addresses are not registered with the Company Depositories re Initial password EVENT E Voting Event Number and user ID are provided separately in the e voting notice along with the Notice of Postal ballot ii Please follow all steps from SI No i to Sl No xii above to cast vote C Kindly note that the Members can opt only one mode of voting i e either by Physical Ballot or e Voting If you are opting for e Voting then do not vote by Physical Ballot amp vice versa
8. onditions of Centum ESOP 2013 as approved remains the same A copy of the draft Centum ESOP 2013 is available for inspection at the registered office of the Company The Board of Directors recommends the passing of the proposed resolution as a special resolution and requests your approval for the same None of the Directors and Key managerial personnel of the Company are concerned or interested in the said resolution to the extent of any options which may be granted to them pursuant to Centum ESOP 2013 By order of the Board of Directors For Centum Electronics Limited Sd Place Bangalore Ramu Akili Dated 26 09 2014 Company Secretary CENTUM Centum Electronics Limited CIN L85110KA1993PLC013869 Registered Office No 44 KHB Industrial Area Yelahanka Newtown Bangalore 560 106 Telephone 080 4143 6000 Fax 080 4143 6005 website www centumelectronics com POSTAL BALLOT FORM To be returned to the Company FOR PHYSICAL VOTING ONLY S No 1 Name s of Shareholder s Including joint holder s if any 2 Registered address of the sole First named Shareholder 3 Folio No DP ID No Client ID No 4 Number of share s held 5 IAWe hereby exercise my our vote in respect of the Special Resolution to be passed through Postal Ballot for the business stated in the Postal Ballot Notice of the Company dated 26th September 2014 by conveying my our assent or dissent to the said Resolution by placing the tick
9. the Resolution 2 The Scrutinizer s decision on the validity of the Postal Ballot shall be final ANNEXURE TO THE NOTICE Statement under Section 102 of the Companies Act 2013 The Employee Stock Option Scheme Centum ESOP 2013 was introduced by the Company to attract and retain qualified talented and competent personnel in the company This also fosters a sense of participation amongst eligible employees of the Company and its subsidiaries The Scheme Centum ESOP 2013 was approved by the shareholders at the Annual General Meeting of the company held on August 7 2013 It was mentioned in the said scheme that the options would be granted to the employees of the subsidiary company as well However a specific approval of the shareholders is required separately as per the regulation 6 3 of SEBI Employee stock option scheme and Employee stock purchase scheme Guidelines 1999 for extending the benefits to the employees of the subsidiary Hence your approval is being requested for the resolution The issue of options shall be in conformity with the SEBI Employees Stock Option Scheme and Employees Stock Purchase Scheme Guidelines 1999 including any modifications therein from time to time hereinafter referred as Guidelines The term of the scheme shall be the period which is later of i all vested options have been exercised or ii till the completion of the exercise period from the date of vesting All the other terms and c
10. ts entered into by the Company with the Stock Exchanges where securities of the Company are listed and any other applicable laws for the time being in force and subject to such approvals consents permissions and sanctions as may be required and further subject to such terms and conditions as may be prescribed while granting such approvals consents permissions and sanctions and which may be agreed to and accepted by the Board of Directors hereinafter referred to as the Board which term shall be deemed to include any Committee s including the Nomination amp Remuneration Committee constituted to be constituted by the Board to exercise its powers conferred by this Resolution consent of the Company be and is hereby accorded to the Board to extend the benefits and coverage of the Centum Employee Stock Option Plan 2013 the Centum ESOP 2013 as approved by the shareholders at the Annual General Meeting held on August 7 2013 to such persons who are in permanent employment whether present and future Excluding Promoter director and Independent directors of the Company s subsidiary whether working in India or outside India under the Centum ESOP 2013 in such manner as mentioned in the Scheme and as may be decided by the Board in accordance with the SEBI Guidelines or other provisions of the law prevailing at that time and that the term of the scheme shall be the period which is later of i all vested options have been exercise

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