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1. 08 11 2012 will be treated as not having been received The Scrutinizer will submit his report to the Company after completion of the scrutiny of the Postal Ballot Forms and after verifying the voting data received from the e voting portal The result of the Postal Ballot shall be announced at 1600 Hours at the Registered office of the Company situated at 7870 7877 F l Roshanara Plaza Building Roshanara Road Delhi 110007 on 12 11 2012 by the Chairman or in his absence by any other person authorized by the Chairman The result of the postal ballot will immediately be intimated to the National Stock Exchange of India Limited and Bombay Stock Exchange Ltd The date of Declaration of Result of the Postal Ballot shall be deemed to be the date of the General Meeting and the date of passing of the proposed Resolution The Resolution along with Explanatory Statement setting out material facts is as follows SPECIAL BUSINESS APPOINTMENT OF STATUTORY AUDITORS To consider and if thought fit to pass with or without modification s the following resolution as an Ordinary Resolution RESOLVED THAT pursuant to provision of Section 224 and all other applicable provisions if any of the Companies Act 1956 including any statutory modification or re enactment thereof for the time being in force and further subject to such approval as may be necessary consent and approval of the Company be and is hereby accorded for the appointment of M s Walker Chand2. assent to appointment of new Statutory the Auditors on resignation of Resolution For Existing Auditors of the I We dissent Company under Section 224 of to the Companies Act 1956 the Resolution Against Date Signature of the Shareholder Place Applicable to shareholder s holding shares in physical form Applicable to shareholder s holding shares in dematerialised form ELECTRONIC VOTING PARTICULARS _ EVEN USER ID PASSWORD PIN E Voting Event Number Last date for receipt of postal ballot form by the scrutinizer 08 11 2012 Note Please read carefully the instructions printed overleaf before exercising your vote INSTRUCTIONS Voting in Physical form 10 11 12 13 14 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 Scrutinizer The postage cost will be borne by the Company However envelopes containing Postal Ballots if sent by courier or registered speed post at the expense of the Shareholders will also be accepted The self addressed envelope bears the name of the Scrutinizer appointed by the Board of Directors of the Company Please convey your assent dissent in this Postal Ballot Form The assent or dissent received in any other Form shall not be considered valid The envelope c
3. provided that Company opts for E Voting through CDSL platform It is strongly recommended not to share your password with any person and take utmost care to keep your password confidential vii You can also update your mobile number and e mail ID in the user profile details of the folio which viii ix x xi xii xiii xiv xv may be used for sending communication s regarding CDSL e Voting system in future The same may be used in case the Member forgets the password amp the same needs to be reset Now you are ready for e Voting as Cast Vote page opens On the voting page you will see Resolution Description and against the same the option YES NO for voting Enter the number of shares which represents number of votes under YES NO or alternatively you may partially enter any number in YES and partially in NO but the total number in YES and NO taken together should not exceed your total shareholding Click on the Resolution File Link if you wish to view the entire Postal Ballot Notice Cast your vote by selecting appropriate and click on Submit and also Confirm when prompted Once you have voted on the resolution you will not be allowed to modify your vote 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
4. FEDERAL MOGUL GOETZE INDIA FEDERAL MOGUL GOETZE INDIA LIMITED Registered Office 7870 7877 F l Roshanara Plaza Building Roshanara Road Delhi 110007 Postal Ballot Notice Pursuant To Section 192A of the Companies Act 1956 read with the Companies Passing of the resolution by Postal Ballot Rules 2011 Dear Members Pursuant to Section 192A of the Companies Act 1956 read with the Companies Passing of Resolution by Postal ballot Rules 2011 NOTICE is hereby given that the Company is seeking the consent of its members by way of Postal Ballot in respect of Appointment of new Statutory Auditor of the Company The proposed resolution along with Explanatory Statement pursuant to Section 173 2 of the Companies Act 1956 and a Postal Ballot form is enclosed for your consideration The Company has appointed Mr Sanjay Grover Practicing Company Secretary as the Scrutinizer for conducting the entire Postal Ballot process in a fair and transparent manner You are requested to read the instructions carefully printed on the Postal Ballot Form sent herewith and return the form duly completed in the attached self addressed postage prepaid envelope so as to reach the Scrutinizer on or before the close of Working Hours i e 1730 hours on 08 11 2012 The members may opt for e voting facility for giving their assent dissent to the proposed resolution The procedure for e voting is given below Please note that any Postal Ballot Form received after
5. e Company will be within the limits specified under Section 224 1B of the Companies Act 1956 The Board recommends the resolution for the approval of the Shareholders through Postal Ballot in terms of the provision of Section 192A of the Companies Act 1956 read with Companies Passing of the resolution by Postal Ballot Rules 2011 None of the Directors is in anyway concerned or interested in the said resolution By Order of the Board For Federal Mogul Goetze India Limited Khalid Khan Company Secretary Date 05 10 2012 Place Gurgaon Registered Office 7870 7877 F l Roshanara Plaza Building Roshanara Road Delhi 110007 FEDERAL MOGUL GOETZE INDIA LIMITED Registered Office 7870 7877 F I Roshanara Plaza Building Roshanara Road Delhi 110007 Serial No POSTAL BALLOT FORM FOR EQUITY SHAREHOLDERS OF Rs 10 EACH 1 Name amp Registered Address of the Sole First Share Holder in Block Letters 2 Name s of the Joint Shareholder s if any 3 Registered Folio No DP ID No Client ID No 4 No of Shares held 5 I We hereby exercise my our votes in respect of the Resolution to be passed through Postal Ballot for the business stated in the Notice of the Company dated 05 10 2012 by sending my our assent or dissent to the said Resolution by placing the tick V mark at the appropriate box below Description No of Shares Please tick v in the appropriate box below Ordinary Resolution for I We
6. ether with specimen signature s of the duly authorized signatories Incomplete unsigned or incorrectly ticked Ballot Form will be rejected Members are requested to fill in the postal ballot form in indelible ink and not in any erasable writing mode Members are requested not to send any other paper along with the Postal Ballot Form in the enclosed self addressed postage prepaid 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 15 The vote in the Postal Ballot shall not be exercised by a Proxy 16 The Scrutinizer s decision on the validity of a Postal Ballot will be final Electronic Voting The company offered e voting facility to its members enabling them to cast their votes electronically The company has signed an agreement with the Central Depository Services India Limited CDSL for facilitating e voting to enable the shareholders to cast their votes electronically pursuant to Clause 35B of the Listing Agreement 1 The instructions for shareholders for e voting are as under i Launch internet browser by typing the following URL https www evotingindia com during the voting period ii Click on Shareholder tab to cast your votes iii Now select the Electronic Voting Sequence Number EVSN along with Federal Mogul Goetze India Limited from the drop down menu amp click on SUBMIT iv Now fill up the followi
7. ies who are authorized to vote to the scrutinizer through e mail at sanjaygrover7 gmail com with a copy marked to helpdesk evoting cdslindia com File name of the scan image should be Corporate Name_EVSN If you wish to provide feedback on the E Voting system click on Suggestions In case you have any queries or issues regarding E Voting please contact helpdesk evoting cdslindia com In case of any queries you may refer the QNA and e voting user manual for Shareholders available at the HELP section of www evotingindia com Shareholders who have registered their e mail ids for receipt of documents in electronic mode under the Green Initiative of Ministry of Corporate Affairs are being sent Notice of Postal Ballot by e mail and others are sent by post along with Postal Ballot form Kindly note that the shareholders can opt only one mode of voting i e either by e voting or physical mode If you are opting for e voting then do not vote by physical postal ballot also and vice versa However in case shareholders cast their vote by physical ballot and e voting then voting done through e voting will be prevail and voting done through physical ballot will be treated as invalid The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the company as on 29th September 2012 The voting period starts from Wednesday 10th October 2012 and ends on Thursday 8th Novem ber 2012 The e v
8. iok amp Co Chartered Accountants Firm Registration No 001076N New Delhi as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of the existing Statutory Auditors M s S R Batliboi amp Co Firm Registration No 301003E Chartered Accountants until the conclusion of the next Annual General Meeting of the Company on such remuneration as may be decided by the Audit Committee and or the Board of Directors from time to time By Order of the Board For Federal Mogul Goetze India Limited Khalid Khan Company Secretary Date 05 10 2012 Place Gurgaon Registered Office 7870 7877 F l Roshanara Plaza Building Roshanara Road Delhi 110007 Encl Postal Ballot Form Notes 1 An explanatory statement pursuant to Section 173 2 of the Companies Act 1956 setting out all material facts concerning the aforesaid business and reason thereof are annexed hereto 2 The Board of Directors at its Meeting held on Sth October 2012 has appointed Mr Sanjay Grover FCA amp FCS Practicing Company Secretary as a Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner 3 The Notice is being sent to all the Members of the Company whose names would appear in the Register of Members as on 29th September 2012 4 Members are requested to carefully read the instructions printed on the back of the Postal Ballot Form before exercising their vote 5 The Scrutinizer wil
9. l Meeting held on June 11 2012 M s S R Batliboi amp Co Chartered Accountants were re appointed as Statutory Auditor of the Company to hold the office till the conclusion of the next Annual General Meeting The Company has received a notice from them in writing submitting their resignation as auditor of the Company with immediate effect A copy of the resignation tendered by the Auditors is available for inspection of the members at the Registered Office of the Company between 1100 hours and 1300 hours on any working day except Saturday and public holidays As per proviso to Section 224 6 a of the Companies Act 1956 where the vacancy is caused by resignation of an Auditor such vacancy shall only be filled by the Company in the General meeting Accordingly the Board of Directors of the Company in their meeting held on 5th October 2012 proposed to appoint M s Walker Chandiok amp Co Chartered Accountants Firm Registration No 001076N New Delhi as Auditors of the Company subject to the approval of the Shareholders in the General Meeting until the conclusion of the next Annual General Meeting on such remuneration as may be mutually decided by the Board of Directors from time to time A Certificate has been received from M s Walker Chandiok amp Co Chartered Accountants Firm Registration No 001076N New Delhi to the effect that they are qualified for appointment as Auditors of the Company and the proposed appointment if made by th
10. l submit his report to the Chairman after completion of the scrutiny of the Postal Ballot Forms and the result of the Postal Ballot shall be announced by the Chairman or in his absence by any other person authorized by the Chairman on 12 11 2012 at 1600 Hours at the Registered Office of the Company situated at 7870 7877 F Roshanara Plaza Building Roshanara Road Delhi 11007 and the resolution s will be taken as passed effectively on the date of announcement of the result by the Chairman or such other authorized person in his behalf if the result of the Postal Ballot indicates that the requisite majority of the Shareholders had assented to the resolution Members who wish to be present at the time of declaration of the result may be present at the venue 6 The date of declaration of result shall be deemed to be the date of passing of the said Resolution 7 Subsequently the Result of the Postal Ballot will be published in atleast one English and one vernacular language newspaper circulating in Delhi The result of the postal ballot will also be displayed at website of the Company www federalmogulgoetze com 8 All documents referred to in the accompanying Notice and Explanatory Statement are open for inspection at the Registered Office of the Company between 1100 hours and 1300 hours on any working day except Saturday and public holidays Explanatory Statement pursuant to Section 173 2 of the Companies Act 1956 In the last Annual Genera
11. ng details in the appropriate boxes amp click on SUBMIT For Members holding shares in Demat Form a For NSDL 8 Character DP ID followed by 8 Digits Clients ID b For CDSL 16 digits beneficiary ID For Member holding shares in Physical Form Folio Number registered with the Company Password Your Unique Password is given in the E Mail sent on your registered E mail ID with DP RTA or printed on the postal ballot form sent to you PAN Enter your 10 digit alpha numeric PAN issued by income tax department In case you are having shares in Demat form amp had logged in to www evotingindia com earlier for EVSN of any other company please use the same password which was changed by you earlier Members who have not updated their PAN no with the Company Depository Participants are requested to use the default number in the PAN field or use physical Postal Ballot form for voting v Members holding shares in physical form will then reach directly to the voting screen vi Members holding shares in Demat form will now reach Password change menu wherein they are required to mandatorily change their login password The new password has to be minimum eight characters consisting of at least one upper case A Z one lower case a z one numeric value 0 9 and a special character Kindly note that this password is to be also used by the Demat holders for voting for resolution of any other Company on which they are eligible to vote
12. ontaining the Postal Ballot should reach the Scrutinizer not later than the close of Business hours on 08 11 2012 All Postal Ballot Forms received after this date will be strictly treated as if the reply from the Shareholder s has not been received Voting rights shall be reckoned on the paid up value of Shares registered in the name of the Shareholders on 29 09 2012 Assent or dissent to the proposed resolution may be recorded by placing a tick mark v in the appropriate column This Form should be completed and signed by the Shareholder 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 Shareholder and in his absence by the next named Shareholder There will be one Postal Ballot Form for every Folio Client ID irrespective of the number of joint holders A member may request for duplicate postal ballot form if so required However the duly filled in and signed duplicate postal ballot form should reach the Scrutinizer not later than the date specified at instruction No 4 above Postal Ballot form received by fax will be rejected as if reply from shareholder has not been received unless the original Postal Ballot Form is received within prescribed time period 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 the Board Resolution Authorization tog
13. oting module shall also be disabled by CDSL for voting members
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