POSTAL BALLOT NOTICE NOTICE PURSUANT TO
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1. Notice sent herewith 2 The last date for the receipt of Postal Ballot Forms by the Scrutinizer is March 19 2015 up to 17 30 Hours IST 10 11 13 14 INSTRUCTIONS A Member desiring to exercise vote by postal ballot may complete this Postal Ballot Form and send it to the Scrutinizer in the attached postage prepaid self addressed Business Reply Envelope However envelopes containing postal ballots if deposited in person or sent by courier speed post atthe expense of the Member will also be accepted Alternatively a Member may vote through electronic mode as per the instructions for voting through electronic means provided in the Postal Ballot Notice sent herewith The self addressed envelope bears the name of the Scrutinizer appointed by the Board of Directors ofthe Company This form should be completed and signed by the member In case of joint holding this form should be completed and signed as per the specimen signature registered with the Company by the first named Member and in his her absence by the next named Member Consent must be accorded by either placing a tick mark y in the column I assent to the resolution or dissent must be accorded by placing a tick mark y Jin the column I dissent to the resolution The votes of a Member will be considered invalid on any of the following grounds a unsigned Postal Ballot Forms will be rejected b ifthe Member s signature does not tally c if the Memb2. except Saturdays Sundays and Public Holidays up to the date of announcement of result Voting through electronic means In compliance with Clause 35B of the Listing Agreement and Sections 108 110 and other applicable provisions of the Companies Act 2013 read with the related Rules the Company is pleased to providee voting facility to all its Members to enable them to cast their votes electronically instead of dispatching the physical Postal Ballot Form by post The Companyhas engaged the services of NSDL for the purpose of providing e voting facility to all its Members The instructions for e voting are as follows 1 gt Members whose email addresses are registered with the Company Depository Participant s will receive an email from NSDL informing them of their User ID and Password Once the Member receives the email he or she will need to go through the following steps to complete the e voting process a Open email and open the PDF file titled Saksoft e voting pdf using your Client ID or Folio No as password The said PDF file contains your user ID and password for e voting Please note that this password is an initial password b Launch your internet browser and type the following URL https www evoting nsdl com c Click on Shareholder Login d Enter the user ID and password the initial password noted in step a above Click on Login e The Password change menu will appear Change the password to a password
3. in step 1 to cast your vote In case of any queries you may refer to the Frequently Asked Questions FAQs and e voting user manual for Members available in the Downloads section of www evoting nsdl com Login to the e voting website will be disabled upon five unsuccessful attempts to key in the correct password In such an event you will need to go through the Forgot Password option available on the site to reset the password If you are already registered with NSDL for e voting then you can use your existing user ID and password for casting your vote The e voting period commences on February 18 2015 9 00 Hours IST and ends on March 19 2015 17 30 Hours IST During this period Members of the Company holding shares either in physical form or in dematerialized form as on the relevant date i e February 06 2015 may cast their vote electronically The e voting module shall be disabled by NSDL for voting thereafter Once the vote on a resolution is cast by a Member he or she will not be allowed to change it EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013 Item No 1 The Members of the Company through postal ballot process on 08 March 2011 approved by passing an Ordinary resolution under section 293 1 a of the Companies Act 1956 to create charges and or mortgages on all or any of the moveable and immoveable properties of the Company in favour of the banks financial institutions non banking fi
4. of your choice The new password should have a minimum of 8 digits characters or a combination thereof It is strongly recommended that you do not share your password with any other person and take utmost care to keep your password confidential f The homepage of e voting will open Click on e voting Active Voting Cycles g Select EVEN E Voting Event Number of Saksoft Limited h Now you are ready for e voting as the Cast Vote page opens i Cast your vote by selecting the option of your choice and click on Submit and also remember to Confirm when prompted j On confirmation the message Vote cast successfully will be displayed k After you have voted on a resolution once you will not be allowed to modify your vote Institutional Members i e other than individuals HUF NRI etc are required to send a scanned copy PDF JPG Format of the relevant Board resolution authorization letter etc together with attested specimen signature of the authorized signatory ies who is are authorized to vote to the Scrutinizer via e mail to vsscrutinizer gmail com with a copy marked to evoting nsdl co in For Members whose email IDs are not registered with the Company Depository Participant s and who receive the physical postal ballot forms the following instructions may be noted a The initial password is provided at the bottom of the Postal Ballot Form b Please follow the instructions from a tol as mentioned
5. the facilities arranged by the Company are requested to read the instructions in the Notes under the section Voting through Electronic Means References to Postal Ballot s in this Postal Ballot Notice include votes received electronically The Scrutinizer will submit his report to the Chairman after the completion of the scrutiny of the postal ballots including e voting The results of postal ballot shall be declared on March 20 2015 and communicated to the stock exchanges Depository Registrar and Shares Transfer Agent and shall also be displayed on the Company s website at www saksoft com The Resolutions if approved will be taken as passed effectively on the date of declaration of results Resolutions ITEM NO 1 TO CREATE CHARGES MORTGAGES ON THE MOVEABLE AND IMMOVEABLE PROPERTIES OF THE COMPANY BOTH PRESENT AND FUTURE INRESPECT OF BORROWINGS OF THE COMPANY To consider and if thought fit to pass with or without modification s the following resolution as Special Resolution RESOLVED THAT in supersession of the Ordinary Resolution adopted through postal ballot on 08 March 2011 and pursuant to the provisions of Section 180 1 a and all other applicable provisions of the Companies Act 2013 and the rules made there under including any statutory modification or re enactment thereof for the time being in force subject to such approvals consents sanctions and permissions as may be necessary and the Articles of Associatio
6. 6 of the Companies Act 2013 to give powers to the Board of Directors or any duly constituted committee thereof for making further investment providing loans or give guarantee or provide security in connection with loans for an amount not exceeding Rs 500 Crores Rupees Five Hundred Crores only The investment s loan s guarantee s and security ies as the case may be will be made in accordance with the applicable provisions of the Companies Act 2013 and relevant rules made there under These investments are proposed to be made out of own surplus funds internal accruals and or any other sources including borrowings if necessary to achieve long term strategic and business objectives The Board accordingly recommends to pass the Special resolution through postal ballot None of the Directors Key Managerial Personnel or their relatives are in any way concerned or interested financially or otherwise in this resolution except as members by Order of the Board of Directors for Saksoft Limited Chennai Sd February 03 2015 COMPANY SECRETARY SAKSOFT LIMITED CIN L72200TN1999PLC054429 No 40 SP Infocity 2 Floor Block A Dr MGRSalai Perungudi Kadanchavadi Chennai 600 096 Ph 91 44 2454 3500 Fax 91 44 24543510 investorqueries saksoft com www saksoft com POSTAL BALLOT FORM Serial No 1 Registered Folio No DP ID No amp Client ID No Applicable to investors holding shares in demat form 2 Name s
7. POSTAL BALLOT NOTICE NOTICE PURSUANT TO SECTION 110 OF THE COMPANIES ACT 2013 READ WITH RULE 22 OF THE COMPANIES MANAGEMENT amp ADMINISTRATION RULES 2014 Dear Member s Notice is hereby given pursuant to Section 110 of the Companies Act 2013 the Act read with The Companies Management and Administration Rules 2014 including any statutory modification or reenactment thereof for the time being in force that the resolutions appended below be passed by the Members through Postal ballot electronic voting e voting The explanatory statement pertaining to the aforesaid resolutions setting out the material facts concerning each item and the reasons thereof are annexed hereto with a Postal Ballot Form for your consideration The Board of Directors of the Company has appointed Mr V Suresh Company Secretary in Practice Chennai as Scrutinizer for conducting the postal ballot process in a fair and transparent manner Members desiring to exercise their vote by Postal ballot are requested to carefully read the instructions printed in the Postal Ballot Form and return the same duly completed in the enclosed self addressed postage pre paid envelope The duly completed Postal Ballot Form s should reach the Scrutinizer not later than 17 30 Hours IST on March 19 2015 to be eligible for being considered failing which it will be strictly considered that no reply has been received from the Member Members desiring to opt for e voting as per
8. a copy marked to evoting nsdl co in or deposited at the registered office of the Company Members are requested NOT to send any other paper along with the Postal Ballot Form in the enclosed self addressed postage prepaid envelopes in as much as all such envelopes will be sent to the Scrutinizer and any extraneous paper found in such envelopes would be destroyed by the Scrutinizer and the Company would not be able to act on the same A Member need not use all his her votes nor does he she need to cast his her votes in the same way Voting rights shall be reckoned on the paid up value of the shares registered in the name of the Member on the relevant date i e February 06 2015 The Scrutinizer s decision on the validity of the postal ballot shall be final Only a Member entitled to vote is entitled to fill in the Postal Ballot Form and send it to the Scrutinizer and any recipient of the Notice who has no voting right should treat the Notice as intimation only
9. cial Resolution adopted through postal ballot on 08 March 2011 and pursuant to Section 186 and all other applicable provisions if any of the Companies Act 2013 read with the relevant Rules thereof including any statutory modification s or re enactment s thereof for the time being in force the consent of the Members of the Company be and is hereby accorded to the Board of Directors including any Committee thereof hereinafter referred to as the Board to i make any loans to any person or other body corporate or ii give any guarantees or to provide security in connection with a loan to any other body corporate or person or iii acquire by way of subscription purchase or otherwise the securities of any other body corporate entity or any other person whether in India or outside India upto Rs 500 Crores Rupees Five Hundred Crores only notwithstanding that the aggregate of the loans or guarantees or securities so far given or to be given and or securities so far acquired or to be acquired by the Company may collectively exceed the limits prescribed under Section 186 of the Companies Act 2013 RESOLVED FURTHER THAT the Board be and is hereby authorised to take all such actions and to give all such directions as may be necessary or desirable and also to settle any question or difficulty that may arise in regard to the proposed investments or loans or guarantees or securities and to do all such acts deeds matters and things and t
10. eable properties of the Company from time to time subject to the limit approved under Section 180 1 c of the Companies Act 2013 The Directors recommend the resolution for your approval as a Special Resolution through postal ballot None of the Directors Key Managerial Personnel or their relatives are in any way concerned or interested financial or otherwise in this resolution Item No 2 The Members of the Company through postal ballot process on 08th March 2011 approved by passing a Special resolution under section 372A of the Companies Act 1956 to make any loans or inter corporate loans Investments and to give any guarantees or to provide security in connection with a loan made by any other person to or to any other person by any Body corporate up to Rs 250 Crores Rupees Two hundred and fifty Crores only As per the provisions of Section 186 of the Companies Act 2013 the Board of Directors of a Company can make any loan investment or give guarantee or provide any security beyond the prescribed ceiling of i Sixty per cent of the aggregate of the paid up capital and free reserves and securities premium account or ii Hundred per cent of its free reserves and securities premium account whichever is more if special resolution is passed by the members of the Company As a measure of achieving greater operational flexibility and to enable optimal financing structure this permission is sought pursuant to the provisions of Section 18
11. er has marked his her its vote both for Assent and also for Dissent to the Resolution in such a manner that the aggregate Shares voted for Assent and Dissent exceeds total number of Shares held d ifthe Postal Ballot Form is unsigned incomplete or incorrectly filled e if the Postal Ballot Form is received torn or defaced or mutilated such that it is difficult for the Scrutinizer to identify either the Member or the number of votes or as to whether the votes are for Assent or Dissent or if the signature could not be verified or one or more of the above grounds Duly completed Postal Ballot Forms should reach the Scrutinizer on or before March 19 2015 If any Postal Ballot Form is received after this date it will be considered that no reply from such Member has been received A Member may request for a duplicate Postal Ballot Form if so required However the duly filled in duplicate Postal Ballot Forms should reach the Scrutinizer not later than the date specified in item 7 above In case of shares held by Companies Trusts Societies etc the duly completed Postal Ballot Form should be accompanied by a certified True Copy of Board Resolution Power of Attorney attested specimen signatures etc In case of electronic voting documents such as the certified true copy of Board Resolution Power of Attorney along with attested specimen signatures should be mailed to the Scrutinizer at vsscrutinizer gmail com with
12. g to exercise their 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 Prepaid Postal Business Reply Envelope to the Scrutinizer so that it reaches the Scrutinizer not later than close of working hours i e 17 30 Hours IST on March 19 2015 However envelopes containing postal ballots if sent by courier or registered speed post at the expense of the Members will also be accepted If any postal ballot is received after 17 30 Hours IST on March 19 2015 it will be considered that no reply from the Member has been received 12 The Scrutinizer will submit his report to the Chairman after the completion of scrutiny and the result of the voting by postal ballot will be announced by the Chairman or any Director of the Company duly authorized on March 20 2015 at the registered office of the Company and will also be displayed on the Company website www saksoft com and communicated to the Stock Exchanges Depository Registrar and Share Transfer Agent on the said date 13 The date of declaration of results of the postal ballot shall be the date on which the resolution would be deemed to have been passed if approved by the requisite majority 14 Documents specifically stated in the Explanatory Statement are open for inspection at the Registered Office of the Company between 2 00 pm and 5 00 pm on all working days
13. mulated interest liquidated damages commitment charges premium on prepayment redemption remuneration of the Agents s Trustees all costs charges expenses including any increase asa result of devaluation revaluation fluctuation in the rates of exchange and all other monies payable by the Company in respect of the said loans in terms of the Loan Agreement s Debenture Trust Deed s or any other document entered into or to be entered into between the Company and the lender s Agent s and Trustee s in respect of such borrowings and containing such specific terms and conditions and covenants in respect of enforcement of security as may be stipulated in that behalf and agreed to between the Board of Directors and the lender s Agent s and Trustee s RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board of Directors of the Company be and is hereby authorised to finalise settle and execute such documents deeds writings papers and or agreements as may be required and do all such acts deeds matters and things as it may in its absolute discretion deem fit necessary or appropriate ITEM NO 2 TO MAKE LOANS OR INVESTMENTS AND TO GIVE GUARANTEES OR TO PROVIDE SECURITY IN CONNECTION WITHALOAN MADE UNDER SECTION 186 OF THE COMPANIES ACT 2013 To consider and if thought fit to pass with or without modification s the following resolution as Special Resolution RESOLVED THAT in supersession of the Spe
14. n of the Company and all other provisions of applicable laws consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company hereinafter referred to as the Board which term shall include any Committee constituted by the Board or any person s authorized by the Board to exercise the powers conferred on the Board by this Resolution to create charges mortgages and or hypothecations in addition to the existing charges mortgages and hypothecations created by the Company in such form and manner and with such ranking whether exclusive pari passu subservient or otherwise and at such time and on such terms as the Board may determine on all or any of the moveable and or immovable properties of the Company both present and future and or on the whole or any part of the undertaking s of the Company in favour of the banks non banking financial companies financial institutions and other lender s Agent s and Trustee s for securing the borrowings of the Company availed to be availed by way of loans s in Foreign currency and or rupee currency and or debentures convertible non convertible secured unsecured and or securities in the nature of debts instruments issued to be issued by the Company hereinafter loans from time to time subject to the limit approved under Section 180 1 c of the Companies Act 2013 together with interest additional interest compound interest in case of default accu
15. nance companies and other lending agencies from time to time subject to the limit approved under section 293 1 d of the Companies Act 1956 In the AGM held on 26 September 2014 the Members had accorded their approval under section 180 1 c of the Companies Act 2013 to borrow moneys in excess of the aggregate of the paid up share Capital and free reserves of the Company provided that the total amount borrowed and outstanding at any point of time apart from temporary loans obtained to be obtained from the Company s Bankers in the ordinary course of business shall not be in excess of Rs 500 Crores Rupees Five hundred Crores over and above the aggregate of the paid up share capital and free reserves of the Company The borrowings of the Company may if necessary be secured by way of charge mortgage hypothecation on the Company s assets in favour of the lenders As the documents to be executed between the lenders and the Company may contain provisions to take over substantial assets of the Company in certain events or in other words the mortgage or charge on all or any part of the movable and or immovable properties of the Company may be deemed as the disposal of the whole or substantially the whole of the undertaking of the Company and hence requires approval from the members of the Company by way of a Special Resolution Accordingly it is proposed to pass a special resolution authorizing the Board to create charge on the moveable and immov
16. o execute all such deeds documents and writings as may be necessary desirable or expedient in connection therewith Chennai F by Order of the Board of Directors February 03 2015 for Saksoft Limited SAKSOFT LIMITED Sd CIN L72200TN1999PLC054429 No 40 SP Infocity 2 Floor Block A COMPANY SECRETARY Dr MGRSalai Perungudi Kadanchavadi Chennai 600 096 Ph 91 44 2454 3500 Fax 91 44 24543510 investorqueries saksoft com www saksoft com NOTES 1 The explanatory statement pursuant to Section 102 of the Companies Act 2013 setting out material facts and reasons for the proposal is annexed herewith 2 The Company has appointed Mr V Suresh Company Secretary in Practice Chennai to act as the Scrutinizer for conducting the postal ballot process in a fair and transparent manner 3 The Notice is being sent to all the Members whose names appear in the Register of Members List of Bene cial Owners received from National Securities Depository Limited NSDL Central Depository Services India Limited CDSL as on February 06 2015 4 The postal Ballot Notice is being sent to Members in electronic form to the email addresses registered with their Depository Participants in case of electronic shareholding the Company s Registrar and Share Transfer Agents in case of physical shareholding For Members whose email IDs are not registered physical copies of the Postal Ballot notice are being sent by permitted mode along wi
17. of the Shareholder s including Joint holders if any and Registered Address of the Sole First Named Shareholder in block Letters 3 Number of equity shares held We hereby exercise my our vote in respect of the resolutions to be passed through Postal Ballot for the business stated in the Notice of the Company by sending my our assent or dissent to the said resolution by placing y at the appropriate box below It No of I We assent to I We dissent to Description Resolution Shares the Resolution the Resolution 7 in Favour Against To Mortgage Create Charge over the Special Properties of the company To make loans or investments and to give Special guarantees or to provide security in connection with aloan Place Date eat apg feet aggre nrg eg oe Signature of the Shareholder Beneficial holder Electronic voting particulars The e voting facility is available at the link https www evoting nsdl com The electronic voting particulars are set out as follows EVEN USER ID PASSWORD E voting Event Number The e voting facility will be available during the following voting period Commencement of e voting End of e voting February 18 2015 at 9 00 Hours IST March 19 2015 at 17 30 Hours IST Notes 1 Please read the instructions printed overleaf carefully before filling this Form and for e voting Please refer to the instructions for voting through electronic means provided in the Postal Ballot
18. th a postage prepaid self addressed Business Reply Envelope 5 Members whose names on the Register of Members List of Beneficial owners as on February 06 2015 will be considered for the purpose of voting 6 Resolutions passed by the Members through Postal Ballot are deemed to have been passed as if they have been passed at a General Meeting of the Members 7 The Members can opt for only one mode of voting i e by physical ballot or e voting In case Members cast their votes through both the modes voting done by e voting shall prevail and votes cast through physical ballot forms will be treated as invalid 8 Incase a Member is desirous of obtaining a printed Ballot Form or a duplicate or any queries or grievances regarding e voting he or she may send an e mail to investorqueries saksoft com The Registrar and Transfer Agent Company shall forward the Ballot Form along with postage prepaid self addressed Business Reply Envelope to the Member 9 Voting rights shall be reckoned on the paid up value of shares registered in the name of the Members as on February 06 2015 10 In compliance with provisions of Section 108 and 110 of the Companies Act 2013 and the Rules made thereunder the Company has provided the facility to the Members to exercise their votes electronically and vote on all resolutions through the e voting service facility arranged by NSDL The instructions for electronic voting are annexed to this Notice 11 Members desirin
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