Postal Ballot Notice & Form February 2015
Contents
1. 301 019 Dy Company Secretary Notes 1 Explanatory Statement for the proposed Special Resolution pursuant to Section 102 of the Companies Act 2013 setting out all material facts and reasons is appended to the Notice 2 The Company has appointed Mr B V Dholakia Practising Company Secretary partner of M s Dholakia amp Associates LLP CP No 507 FCS No 977 to act as the scrutinizer for conducting the postal ballot process in a fair and transparent manner 3 This Notice is being sent to all the Members whose names appear in the Register of Members List of Beneficial owners received from the National Securities Depository Ltd NSDL Central Depository Services India Ltd CDSL as on February 6 2015 4 The Company is pleased to provide e voting facility as an alternate to all the Members of the Company For this purpose the Company has entered into an agreement with NSDL for facilitating e voting to enable the Members to cast their votes electronically instead of dispatching the Postal Ballot form E voting is optional The instructions for the shareholders for e voting are as under a In case of Shareholders receiving e mail from NSDL i Open e mail and open the PDF file viz GILLETTE pdf with your client ID or Folio No as password The said PDF file contains your user ID and password for e voting Please note that the password is an initial password ii Launch internet browser by typing the following2. 1 To consider and if thought fit to pass the following resolution as a SPECIAL RESOLUTION RESOLVED THAT pursuant to the provisions of Section 12 13 110 and other applicable provisions of the Companies Act 2013 if any read with relevant Rules thereunder and subject to approval of the Regional Director Central Government or any other authority as may be required from time to time approval of the Members be and is hereby accorded for shifting of Registered office of the Company from SPA 65 A Bhiwadi Industrial Area Bhiwadii Dist Alwar Rajasthan 301 019 in the State of Rajasthan to P amp G Plaza Cardinal Gracias Road Chakala Andheri East Mumbai 400099 in the State of Maharashtra and that Clause II of the Memorandum of Association of the Company be substituted by the following clause Il The Registered office of the Company shall be situated in the State of Maharashtra i e within the jurisdiction of Registrar of Companies Maharashtra at Mumbai RESOLVED FURTHER THAT the Board of Directors of the Company and the Company Secretary be and are hereby authorized to do all such necessary acts and deeds and comply with such formalities and delegate such powers as may be necessary to give effect to this resolution February 4 2015 Mumbai By Order of the Board of Directors For Gillette India Limited Registered Office sd SPA 65A Bhiwadi Industrial Area Jessica Rastogi Bhiwadi Distt Alwar Rajasthan
3. SI No xii above to cast vote c 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 Downloads section of www evoting nsdl com d If you are already registered with NSDL for e voting then you can use your existing user ID and password for casting your vote PeG GILLETTE INDIA LIMITED CIN L28931RJ1984PLC002890 Regd office SPA 65 A Bhiwadi Industrial Area Bhiwadi Dist Alwar Rajasthan 301 019 Corporate office P amp G Plaza Cardinal Gracias Road Chakala Andheri E Mumbai 400 099 Tel 91 22 2826 6000 Fax 91 22 2826 7303 www pg com en_IN Dear Members Notice is hereby given to the Members of the Company pursuant to Section 110 of the Companies Act 2013 Act read with Rule 22 of Companies Management and Administration Rules 2014 including any statutory modification or re enactment thereof for the time being in force seeking approval of the Members for shifting the registered office of the Company from the State of Rajasthan to the State of Maharashtra proposed to be passed as Special Resolution by way of Postal ballot Members consent is requested for the proposal contained in the resolution appended below An explanatory statement pursuant to Section 102 of the Companies Act 2013 setting out all material facts and reasons for the proposed resolution is annexed hereto for your consideration
4. URL https www evoting nsdl com iii Click on Shareholder Login iv Insert user ID and password as initial password noted in step i above Click Login v Password change menu appears Change the password with the new password of your choice with minimum 8 digits characters or combination thereof Note the new password It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential vi Home Page of e Voting opens Click on e Voting Active Evoting Cycles vii Select EVEN of Gillette India Ltd viii Now you are ready for e Voting as Cast Vote page opens x Upon confirmation the message Vote cast successfully will be displayed ix Cast your vote by selecting appropriate option and click on Submit and also Confirm when prompted xi Once you have voted on the resolution you will not be allowed to modify your vote xii For the votes to be considered valid the Institutional shareholders 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 signatures of the duly authorized signatory ies who are authorized to vote to the Scrutinizer through e mail at gilpb2015 dholakia associates com with a copy marked to evoting nsdl co in b In case of Shareholders receiving Postal Ballot Form by Post
5. i Initial password is provided as below at the bottom of the Postal Ballot Form EVEN Electronic Voting Event Number USER ID PASSWORDIPIN ii Please follow all steps from SI No ii to SI No xii above to cast vote c 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 Downloads section of www evoting nsdl com d If you are already registered with NSDL for e voting then you can use your existing user ID and password for casting your vote e You can also update your mobile number and e mail id in the user profile details of the folio which may be used for sending future communication s 5 Shareholders who have registered their e mail ids with depositories or with the Company are being sent Notice of Postal Ballot by e mail and shareholders who have not registered their e mail ids will receive Notice of Postal Ballot along with Postal Ballot Form through post Shareholders who have received Postal Ballot Notice by e mail and who wish to vote through physical Postal Ballot Form can download Postal Ballot Form from the link www evoting nsdl com or from the Investor Relations page on the website of the Company www pg com en_IN The Shareholders can also seek duplicate Postal Ballot Form from the Company s Registrar and Share Transfer Agent RTA MAS Services Limited T 34 2nd Floor Okhla Industrial Area Pha
6. Act 2013 and rules made thereunder such shifting of Registered Office requires the Company to alter Clause II of the Memorandum of Association of the Company and to obtain necessary approval of the Shareholders by way of Special Resolution A copy of the Memorandum as on date and a copy indicating the proposed amendments is available for inspection at the registered office of the Company on any working day from 11 a m to 1 p m None of the Directors Key Managerial Personnel of the Company and their relatives are in any way concerned or interested financially or otherwise in the said resolution The Board of Directors recommends passing the resolution as a Special Resolution by exercising their vote through the Postal Ballot February 4 2015 Mumbai By Order of the Board of Directors For Gillette India Limited Registered Office sd SPA 65A Bhiwadi Industrial Area Jessica Rastogi Bhiwadi Distt Alwar Rajasthan 301 019 Dy Company Secretary
7. P amp G GILLETTE INDIA LIMITED CIN L28931RJ1984PLC002890 Regd office SPA 65 A Bhiwadi Industrial Area Bhiwadi Dist Alwar Rajasthan 301 019 Corporate office P amp G Plaza Cardinal Gracias Road Chakala Andheri E Mumbai 400 099 Tel 91 22 2826 6000 Fax 91 22 2826 7303 www pg com en_IN POSTAL BALLOT FORM To be returned to Registrar amp Transfer Agents of the Company Serial No 1 Name amp address of the Sole First named Shareholder as registered with the Company 2 Name s of the Joint Shareholders s if any registered with the Company 3 Registered Folio No DPID No amp Client ID No applicable to investors holding shares in electronic form 4 No of shares held 5 I We 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 February 4 2015 by conveying my our assent or dissent to the said resolution by placing the tick Vv mark at the appropriate box below Description of Resolution as No of Shares for which We assent to 1 We dissent to the stated in Postal Ballot Notice vote cast the Resolution FOR Resolution AGAINST Shifting registered office from the State of Rajasthan to the State of Maharashtra and consequent change in Clause II of the Memorandum of Association of the Company Place Date Signature of the Shareholder s ELECTRONIC VOTING PA
8. RTICULARS EVEN Electronic Voting USER ID PASSWORD PIN Event Number Note 1 Kindly read the instructions printed overleaf before filling the form 2 Last date for receipt of Postal Ballot Forms by Scrutiniser is Saturday March 14 2015 P T O INSTRUCTIONS Amember desiring to exercise vote by Postal Ballot may complete this Postal Ballot Form and send it to the Registrar amp Transfer Agents of the Company Mas Services Limited in the attached self addressed business reply envelope Postage will be borne and paid by the Company However envelopes containing 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 This Form should be completed and signed by the Shareholder as per the specimen signature registered with the Company Depository Participants In case of joint holding this Form should be completed and signed by the first named Shareholder and in his absence by the next named Shareholder Duly completed Postal Ballot Form should reach the Registrar amp Transfer Agents of the Company on or before the close of working hours on Saturday March 14 2015 All Postal Ballot Forms received after this date will be strictly treated as if reply from such Shareholder s has not been received There will be only one Postal Ballot Form for every folio irrespective of the number of joint Shareholder s In case of shares h
9. eld by companies trusts societies etc the duly completed Postal Ballot Form should be accompanied by a certified true copy of Board Resolution Authority Letter Shareholders are requested not to send any other paper along with the Postal Ballot Form in the enclosed self addressed business reply envelope as all such envelopes will be sent to the Scrutinizer and any extraneous paper found in such envelope would be destroyed by the Scrutinizer and the Company would not be able to act on the same AShareholder need not use all the votes or cast all the votes in the same way Incomplete unsigned or incorrect Postal Ballot Forms will be rejected The Scrutinizer s decision on the validity of a Postal Ballot will be final and binding The Company is pleased to offer e voting facility as an alternate to all the Members of the Company to enable them to cast their votes electronically instead of dispatching Postal Ballot Form E voting is optional The instruction for the shareholders for e voting are as under a In case of Shareholders receiving e mail from NSDL i Open e mail and open the PDF file viz GILLETTE pdf with your client ID or Folio No as password The said PDF file contains your user ID and password for e voting Please note that the password is an initial password ii Launch internet browser by typing the following URL https www evoting nsdl com iii Click on Shareholder Login iv Insert user ID and pass
10. r shares of the paid up equity share capital of the Company as on Friday February 6 2015 10 The Scrutinizer will submit his report after completion of the scrutiny and the result of the voting by Postal Ballot will be announced on Monday March 16 2015 at 5 00 p m at the Corporate Office of the Company at P amp G Plaza Cardinal Gracias Road Chakala Andheri East Mumbai 400099 EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013 Item No 1 The Company s present registered office is situated at its Plant at Bhiwadi in Rajashtan whereas the corporate office of the Company is in Mumbai Maharashtra The senior management of the Company and its finance legal amp tax functions are located at the corporate office in Mumbai It is proposed to shift the registered office of the Company from Bhiwadi Rajasthan to Mumbai Maharashtra for administrative convenience and operational efficiency The plant would continue to be located at Bhiwadi Rajashtan There would be no impact on employees at the Bhiwadi Plant due to the change in the registered office Shifting of registered office of the Company from the State of Rajasthan to the State of Maharashtra is in the best interest of the Company and will in no way be detrimental to the interest of members of the public shareholders creditors or employees in any manner whatsoever As per provisions of Section 12 13 and other applicable provisions if any of the Companies
11. se II New Delhi 110 020 or the Corporate Office of the Company at P amp G Plaza Cardinal Gracias Road Chakala Andheri East Mumbai 400 099 6 Kindly note that the Shareholders can opt only one mode of voting i e either by Physical Ballot or e voting If shareholders are opting for e voting then do not vote by Physical Ballot or vice versa However in case Shareholders cast their vote by Physical Ballot and e voting both then voting done by e voting shall prevail and voting done through Physical Ballot will be treated as invalid 7 Shareholders desiring to exercise vote by physical Postal Ballot are requested to carefully read the instructions printed in the Postal Ballot Form and return the Form duly completed and signed in the enclosed self addressed business reply envelope to the Registrar amp Transfer Agents RTA MAS Services Limited T 34 2nd Floor Okhla Industrial Area Phase II New Delhi 110 020 as to reach the RTA on or before the close of working hours on Saturday March 14 2015 The postage cost will be borne by the Company However envelopes containing 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 8 The voting period for e voting module ends on Saturday March 14 2015 The e voting module shall also be disabled by NSDL at 5 00 p m on the same day 9 The voting rights of Shareholders shall be in proportion to thei
12. word as initial password noted in step i above Click Login v Password change menu appears Change the password with the new password of your choice with minimum 8 digits characters or combination thereof Note the new password It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential vi Home Page of e Voting opens Click on e Voting Active Evoting Cycles vii Select EVEN of Gillette India Ltd viii Now you are ready for e Voting as Cast Vote page opens ix Cast your vote by selecting appropriate option and click on Submit and also Confirm when prompted x Upon confirmation the message Vote cast successfully will be displayed xi Once you have voted on the resolution you will not be allowed to modify your vote xii For the votes to be considered valid the Institutional shareholders 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 signatures of the duly authorized signatory ies who are authorized to vote to the Scrutinizer through e mail at gilpb2015 dholakia associates com with a copy marked to evoting nsdl co in b In case of Shareholders receiving Postal Ballot Form by Post i Initial password is provided at the bottom of the Postal Ballot Form ii Please follow all steps from SI No ii to
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