VA TECH WABAG LIMITED
Contents
1. the approval of the members may be taken through Postal Ballot instead of transacting such businesses at a General Meeting Accordingly the Board recommends the resolution set forth in Item No 1 to be passed as a Special Resolution and Item No 2 to be passed as an Ordinary Resolution by the members through Postal Ballot None of the Directors Key Managerial Personnel and their relatives are concerned or interested financially or otherwise in the resolutions set forth in Item No 1 and 2 of this Notice except to the extent of their shareholding in the Company By Order of the Board of Directors for VA TECH WABAG LIMITED Place Chennai Rajiv Balakrishnan Date February 7 2015 Company Secretary amp DGM Investor Relations CE nasas VA TECH WABAG LIMITED CIN L45205TN1995PLC030231 Registered Office WWABAG HOUSE No 17 200 Feet Thoraipakkam Pallavaram Main Road Sunnambu Kolathur Chennai 600 117 Tel 91 44 3923 2323 Fax 91 44 3923 2324 Website www wabag com email companysecretary wabag in POSTAL BALLOT FORM Serial No 1 Name and Registered address of the Sole First named Shareholder 2 Name s of the joint holder s if any 3 Registered Folio No DP ID Client ID No Applicable to the Shareholders holding shares in dematerialized form 4 Number of Shares held We hereby exercise my our vote in respect of the following Resolutions to be passed through Postal Ballot for the busines2. and Debentures Rules 2014 including any statutory modification s or re enactment thereof for the time being in force the Foreign Exchange Management Act 1999 and in accordance with the Securities and Exchange Board of India Issue of Capital and Disclosure Requirements Regulations 2009 other applicable statutes the Articles of Association of the Company and the Listing Agreements entered into by the Company with the Stock Exchanges where the shares of the Company are listed and subject to such approvals consents permissions and or sanctions as may be required from the appropriate authorities institutions or bodies hereinafter collectively referred to as the Concerned Authorities and subject to fulfilment of such conditions if any as may be required to be fulfilled in obtaining or as may be stipulated by the Concerned Authorities from time to time in granting any such approvals consents permissions or sanctions the consent of the members of the Company be and is hereby accorded for capitalization of such sum standing to the credit of Securities Premium Account of the Company as may be considered necessary by the Board of Directors of the Company hereinafter referred to as the Board which term shall be deemed to include any committee constituted by the Board or any person s authorized by the Board in this regard for the purpose of issue of fully paid up bonus shares of Rs 2 Rupees Two Only each in the proportion of one
3. equity share for every one equity share held by the members of the Company whose names appear in the Register of Members maintained by the Company List of Beneficial Owners of the Depository as on the record date to be determined by the Board RESOLVED FURTHER THAT all such new shares as and when issued shall be subject to the Memorandum and Articles of Association of the Company and shall rank pari passu with the existing equity shares of the Company in all respects RESOLVED FURTHER THAT no allotment letters shall be issued to the allottees of the bonus shares and that the certificate s in respect of the bonus shares shall be issued and thereafter dispatched to the allottees thereof within the period prescribed or that may be prescribed in this regard from time to time except in respect of those allottees holding shares in dematerialized form whose shares shall be credited to their respective demat accounts RESOLVED FURTHER THAT the issue and allotment of the said bonus shares to the extent that relate to Non Resident Indians Foreign Nationals Foreign Institutional Investors Foreign Corporate Bodies including erstwhile Overseas Corporate Bodies and other Foreign Investors of the Company will be subject to the approval of the Reserve Bank of India or any other regulatory authorities as may be required RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution the Board be and is hereby authorize
4. to The Company Secretary VA TECH WABAG LIMITED WABAG HOUSE No 17 200 Feet Thoraipakkam Pallavaram Main Road Sunnambu Kolathur Chennai 600 117 e mail id companysecretary wabag in INSTRUCTIONS FOR VOTING BY PHYSICAL POSTAL BALLOT FORM fi 9 INS A Shareholder desirous of exercising vote by physical Postal Ballot should complete the Postal Ballot Form in all respects and send it after signatures to the Scrutinizer in the attached self addressed postal pre paid envelope which shall be properly sealed with adhesive or adhesive tape Postal Ballot Form s if deposited in person or sent by courier or registered speed post at the expense of the shareholder will also be accepted The shareholders are requested to convey their assent or dissent in the enclosed Postal Ballot Form only The assent or dissent received in any other form or manner shall be considered as invalid The self addressed business reply envelope bears the name of the Scrutinizer appointed by the Board of Directors of the Company and the address to which the same needs to be dispatched The Postal Ballot Form should be signed by the shareholder as per the specimen signatures registered with the Registrar and Share Transfer Agent Depository ies In case the equity shares are jointly held Postal Ballot Form should be completed and signed as per specimen signatures registered with Registrar Depository by the first named shareholder and in his her absence by th
5. 15 to be eligible for being considered failing which it will be strictly treated as if no reply has been received from the Shareholder s Unsigned Postal Ballot Form s will be rejected The Scrutinizer will submit his final report to the Chairman as soon as possible after the last date of receipt for Postal Ballot Forms but not later than the close of working hours of March 17 2015 The results of the voting by Postal Ballot will be declared posted on the website of the Company www wabag com under the Investors Relations Section and intimated to the Stock Exchanges on which the shares of the Company are listed The result of the Postal Ballot shall be published in the newspapers The date of declaration of postal ballot result will be taken as the date of passing the resolutions The Notice of Postal Ballot is also placed on the website of the Company www wabag com under the Investor Relations Section EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013 Item No 1 and 2 The equity shares of your Company are listed and actively traded on National Stock Exchange of India Limited and BSE Limited With a view to encourage the participation of small investors by making equity shares of the Company affordable increasing the liquidity of the equity shares and to expand the retail shareholders base the Board of Directors at their meeting held on February 7 2015 considered approved and recommended a bonus issue of one equi
6. CE asac VA TECH WABAG LIMITED CIN L45205TN1995PLC030231 Registered Office WWABAG HOUSE No 17 200 Feet Thoraipakkam Pallavaram Main Road Sunnambu Kolathur Chennai 600 117 Tel 91 44 3923 2323 Fax 91 44 3923 2324 Website www wabag com POSTAL BALLOT NOTICE Pursuant to Section 110 of the Companies Act 2013 read with Rule 22 of The Companies Management and Administration Rules 2014 To The Members NOTICE is hereby given pursuant to the provisions of Section 110 of the Companies Act 2013 Act read with Rule 22 of The Companies Management and Administration Rules 2014 including any statutory modification s or re enactment thereof for the time being in force Clause 35B of the Equity Listing Agreement and other applicable laws and regulations to the shareholders of VA TECH WABAG LIMITED that it is proposed to transact the following businesses by the shareholders of the Company by passing the resolutions through Postal Ballot or E Voting Resolution No 1 Approval for re classification of the Authorised Share Capital and amendment to the Memorandum of Association To consider and if thought fit to pass with or without modification s the following resolution as a SPECIAL RESOLUTION RESOLVED THAT pursuant to the provisions of Section 13 and other applicable provisions if any of the Companies Act 2013 and the rules framed thereunder including any statutory modification s or re enactment
7. d to do all such acts deeds matters and things and execute all such deeds documents instruments and writings as may be required and as it may in its sole and absolute discretion deem necessary expedient or incidental in regard to issue of bonus shares including but without limitation to make appropriate adjustments to the stock options whether vested un vested and yet to be granted under the Employees Stock Option Plans filing of any documents with the Securities and Exchange Board of India Stock Exchanges where the shares of the Company are listed Depositories Ministry of Corporate Affairs and or Concerned Authorities applying and seeking necessary listing approvals from the Stock Exchanges and to settle any question difficulty or doubt that may arise in regard thereto By Order of the Board of Directors for VA TECH WABAG LIMITED Place Chennai Rajiv Balakrishnan Date February 7 2015 Company Secretary amp DGM Investor Relations NOTES 10 11 12 An explanatory statement pursuant to Section 102 of the Act setting out material facts and reasons for the proposed resolutions are appended herein below Pursuant to the provisions of Section 110 of the Act read with The Companies Management and Administration Rules 2014 a Company is mandatorily required to in case of certain prescribed items of special business and has an option in case of other items of special business to seek the approval of the shareholders thro
8. e next named shareholder Holder s of Power of Attorney s POA on behalf of the shareholder s may vote on the Postal Ballot enclosing an attested copy of the POA Unsigned Postal Ballot Forms will be rejected In case of equity shares held by the shareholders other than individual shareholders the duly completed Postal Ballot Form should be signed by the authorized signatory whose signature is already registered with the Registrar and Share Transfer Agent or it should be accompanied by a certified copy of Board Resolution authority and with attested specimen signature s of the duly authorised signatories giving requisite authorities to the person voting on the Postal Ballot Form Duly completed Postal Ballot Form should reach the Scrutinizer not later than close of working hours of March 16 2015 Postal Ballot Form received after this date will be treated as if reply from such Shareholder has not been received The shareholders are requested to send the duly completed Postal Ballot Form well before the last date providing sufficient time for the postal transit Shareholders are requested not to send any paper other than the Resolution authority as mentioned under instruction above along with the Postal Ballot Form in the enclosed self addressed postage pre paid envelope as all such envelopes will be sent to the Scrutinizer and if any extraneous paper is found in such envelope the same would not be considered and would be destroyed by the Scrutiniz
9. ees Fifteen Crores Only divided into 7 50 00 000 Seven Crores Fifty Lakhs Equity Shares of Rs 2 Rupees Two Only each which necessitates consequential amendment to the Capital Clause of the Memorandum of Association The issue of bonus shares would inter alia require appropriate adjustments to the stock options whether vested un vested or yet to be granted under the Employees Stock Option Scheme 2010 of the Company implemented pursuant to the SEBI Employee Stock Options Scheme and Employee Stock Purchase Scheme Guidelines 1999 and any amendments thereto from time to time such that all the options outstanding as on record date vested and un vested options including lapsed and forfeited options available for reissue as well as stock options which are available for grant and those already granted but not exercised as on record date shall be proportionately adjusted It is proposed to authorise the Board to take all necessary actions and to complete all the regulatory formalities in this regard Pursuant to the provisions of Sections 13 63 and other applicable provisions of the Companies Act 2013 the re classification in the Authorised Share Capital alteration of the Capital Clause of the Memorandum of Association and issue of bonus shares of the Company require approval of the members Further in terms of the provisions of Section 110 of the Companies Act 2013 read with Rule 22 of The Companies Management and Administration Rules 2014
10. er There will be only one Postal Ballot Form for every folio client ID irrespective of the number of the joint shareholders In case a Member is desirous of obtaining a printed postal ballot form or a duplicate he or she may send an e mail to companysecretary wabag in or write to The Company Secretary VA TECH WABAG LIMITED WABAG HOUSE No 17 200 Feet Thoraipakkam Pallavaram Main Road Sunnambu Kolathur Chennai 600 117 On receipt of duplicate Postal Ballot Form the original shall be rejected The votes should be cast either in favour of or against by putting the tick mark in the column provided for assent or dissent Postal Ballot Form bearing v in both the columns will render the Form invalid Incomplete unsigned or incorrectly filled Postal Ballot Form shall be rejected TRUCTIONS FOR E VOTING In case a member receives an e mail from Karvy applicable to members whose e mail IDs are registered with the Company Depository vi vii viii xi xii xiii xiv Participant s The said email contains your user ID and password PIN for e voting Please note that the password is an initial password Use the following URL for e voting http evoting karvy com Enter the login credentials please refer to the user id and initial password mentioned in the e mail After entering the details appropriately click on LOGIN You will reach the Password change menu wherein you are required to mandatorily chan
11. ge 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 e mail 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 You need to login again with the new credentials On successful login the system will prompt you to select the EVEN E Voting Event Number VA TECH WABAG LIMITED provided in the email However if you are already registered with Karvy for e voting you can use your existing User ID and password for casting your vote On the voting page enter the number of shares as on the cut off date under FOR AGAINST or alternately you may enter partially any number in FOR and partially in AGAINST but the total number in FOR AGAINST taken together should not exceed the total shareholding You may also choose the option ABSTAIN 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 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 vo
12. o different classes and to consolidate or sub divide such Shares and to convert Shares into Stock and reconvert the Stock into Shares and to attach to such Shares or Stock such ordinary preferential or deferred rights privileges and other conditions as may be provided by the regulations of the Company for the time being in force and operation RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution the Board of Directors of the Company hereinafter referred to as the Board which term shall be deemed to include any committee constituted by the Board or any person s authorized by the Board in this regard be and is hereby authorised to do all such acts deeds matters and things including but not limited to filing of necessary forms documents with the appropriate authorities and to execute all such deeds documents instruments and writings as it may in its sole and absolute discretion deem necessary or expedient and to settle any question difficulty or doubt that may arise in regard thereto Resolution No 2 Approval for the Issue of Bonus Shares To consider and if thought fit to pass with or without modification s the following resolution as an ORDINARY RESOLUTION RESOLVED THAT pursuant to the provisions of Article 156 157 of the Articles of Association of the Company and Section 63 and all other applicable provisions if any of the Companies Act 2013 read with Rule 14 of The Companies Share Capital
13. ses stated in the Postal Ballot Notice dated February 7 2015 of the Company by sending my our assent dissent to the said Resolutions by placing the tick v mark at the appropriate boxes below SI No Description Number of I We Assent I We dissent Shares for to the to the which Vote Resolution Resolution Cast Special Resolution for re classification of the existing Authorised Share Capital of the Company from Rs 15 00 00 000 Rupees Fifteen Crores Only divided into 5 08 75 000 Five Crores Eight Lakhs Seventy Five Thousand Ordinary Equity Shares of Rs 2 Rupees Two Only each and 48 25 000 Forty Eight Lakhs Twenty Five Thousand Preference Shares of Rs 10 Rupees Ten Only each to Rs 15 00 00 000 Rupees Fifteen Crores Only divided into 7 50 00 000 Seven Crores Fifty Lakhs Equity Shares of Rs 2 Rupees Two Only each and consequent amendment to the Capital Clause of the Memorandum of Association 2 Ordinary Resolution to issue bonus shares in the proportion of one equity share for every one equity share held by the shareholders through capitalization of Securities Premium Account Place Date Signature s of the Shareholder s Electronic Voting Particulars EVEN E Voting Event Number USERID PASSWORD Note Please read carefully the instructions printed overleaf before completing this Form INSTRUCTIONS The voting rights for the equity shares of the Company are one vote per equity share regi
14. stered in the name of the shareholders Voting rights shall be reckoned on the paid up value of the shares registered in the name s of the shareholder s as at the close of business hours on February 6 2015 Voting by Postal Ballot in the physical form or e voting can be exercised only by the shareholder or his her duly constituted attorney or in case of bodies corporate the duly authorised person Voting rights in a Postal Ballot cannot be exercised by a Proxy Voting period commences on and from February 15 2015 9 00 A M IST and ends on March 16 2015 6 00 P M IST Kindly note that the shareholder s can opt for only one mode of voting i e either Physical Ballot or e voting However in case shareholders cast their vote by Physical Ballot and e voting then voting done through valid e voting shall prevail and the voting done by physical Postal Ballot will be treated as invalid The Scrutinizer s decision on the validity of the Postal Ballot shall be final The results of the voting by Postal Ballot will be declared posted on the website of the Company www wabag com under the Investor Relations Section and intimated to the Stock Exchanges on which the shares of the Company are listed The results of the Postal Ballot shall be published in the newspapers The date of declaration of postal ballot results will be taken as the date of passing the resolutions Any query in relation to the resolutions proposed to be passed by Postal Ballot may be sent
15. ted on the resolution Once the vote on the resolution is cast by the shareholder he shall not be allowed to change it subsequently Shareholders of the Company holding shares either in physical form or in dematerialized form as on the cut off date may cast their vote electronically Shareholders holding multiple folios demat account shall choose the voting process separately for each folios demat account 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 authorised signatory ies who are authorised to vote to the Scrutinizer through e mail to sandeep sandeep cs in with a copy marked to evoting karvy com In case 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 http evoting karvy com or contact M s Karvy Computershare Private Limited at Tel No 1 800 3454 001 toll free RRR
16. thereof for the time being in force and in accordance with the provisions of the Articles of Association of the Company and the Listing Agreements entered into by the Company with the Stock Exchanges where the shares of the Company are listed approval of the members of the Company be and is hereby accorded for re classification of the Authorised Share Capital of the Company from Rs 15 00 00 000 Rupees Fifteen Crores Only divided into 5 08 75 000 Five Crores Eight Lakhs Seventy Five Thousand Ordinary Equity Shares of Rs 2 Rupees Two Only each and 48 25 000 Forty Eight Lakhs Twenty Five Thousand Preference Shares of Rs 10 Rupees Ten Only each to Rs 15 00 00 000 Rupees Fifteen Crores Only divided into 7 50 00 000 Seven Crores Fifty Lakhs Equity Shares of Rs 2 Rupees Two Only each and that the existing Clause V of the Memorandum of Association of the Company be replaced with the following new clause V V The Authorised Share Capital of the Company is Rs 15 00 00 000 Rupees Fifteen Crores Only which shall consist of 7 50 00 000 Seven Crores Fifty Lakhs Equity Shares of Rs 2 Rupees Two Only each with such ordinary preferential or deferred rights privileges and other conditions attaching thereto as may be provided by the regulations of the Company for the time being in force and operation with power to increase or reduce the capital of the Company and to divide the shares in the capital for the time being original or increased int
17. ty share for every one equity share held as on the record date to be determined by the Board by capitalizing a part of the amount standing to the credit of Securities Premium Account of the Company The current Authorised Share Capital of your Company is Rs 15 00 00 000 Rupees Fifteen Crores Only which shall consist of 5 08 75 000 Five Crores Eight Lakhs Seventy Five Thousand Ordinary Equity Shares of Rs 2 Rupees Two Only each and 48 25 000 Forty Eight Lakhs Twenty Five Thousand Preference Shares of Rs 10 Rupees Ten Only each The issue of bonus equity shares as aforesaid would require either increase in the Authorised Equity Share Capital of the Company and consequential alteration to the existing Clause V of the Memorandum of Association of the Company or alteration in the existing Clause V of the Memorandum of Association of the Company by re classification of the Preference Share Capital of the Company into Equity Share Capital The Board of Directors at their meeting held on February 7 2015 considered approved and recommended for approval of the shareholders re classification of the Authorised Share Capital of the Company from Rs 15 00 00 000 Rupees Fifteen Crores Only divided into 5 08 75 000 Five Crores Eight Lakhs Seventy Five Thousand Ordinary Equity Shares of Rs 2 Rupees Two Only each and 48 25 000 Forty Eight Lakhs Twenty Five Thousand Preference Shares of Rs 10 Rupees Ten Only each to Rs 15 00 00 000 Rup
18. ugh Postal Ballot instead of getting it passed at a General Meeting Accordingly your approval is sought for the resolutions contained in this Notice through Postal Ballot Mr S Sandeep Managing Partner S Sandeep amp Associates Company Secretaries FCS No 5853 COP No 5987 has been appointed as Scrutinizer for conducting the postal ballot e voting process in accordance with the Act and the Rules made thereunder and in a fair and transparent manner As per Section 110 of the Act read with Rule 22 of The Companies Management and Administration Rules 2014 Notice of the Postal Ballot may be served on the members through electronic means Members who have registered their e mail IDs with the depositories or with the Company are being sent this Notice of Postal Ballot by e mail and the members who have not registered their e mail IDs will receive Notice of Postal Ballot along with the Postal Ballot Form by post The Postal Ballot Notice is being sent to all the shareholders whose names appear on the Register of Members list of Beneficial Owners as received from National Securities Depository Limited NSDL Central Depository Services India Limited CDSL as at close of business hours on February 6 2015 A Postal Ballot Form and a postage prepaid self addressed business reply envelope are attached to this Notice The self addressed envelope bears the address to which the duly completed Postal Ballot Form is to be sent In compliance
19. with the provisions of Section 110 of the Act read with Rule 22 of The Companies Management and Administration Rules 2014 and Clause 35B of the Listing Agreement s entered into by the Company with the Stock Exchange s the Company has also extended e voting facility as an alternate for its shareholders to enable them to cast their votes electronically instead of dispatching Postal Ballot Form Details of e voting facility are specified under instructions to the Postal Ballot Form The shareholders who have not received the Postal Ballot Form may e mail to the Company at companysecretary wabag in or write to The Company Secretary VA TECH WABAG LIMITED WABAG HOUSE No 17 200 Feet Thoraipakkam Pallavaram Main Road Sunnambu Kolathur Chennai 600 117 for receiving the duplicate thereof The members desiring to exercise their vote by Postal Ballot are requested to carefully read the instructions printed in the Postal Ballot Form and record their assent for or dissent against to the items so listed by returning the same duly completed and signed in the attached postage pre paid self addressed envelope Postal Ballot Form s if sent by courier or registered speed post at the expense of the Shareholder s will also be accepted The Postal Ballot Form s may also be deposited personally at the address given thereon The duly completed Postal Ballot Form s should reach the Scrutinizer on or before the closing of working hours of March 16 20
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