Attachment - Moneycontrol
Contents
1. VIGNI NI Aa9 LSOd dl AGYVSSJJAN dWVIS H 39VLSOd ON 321440 LSOd AVAVYAGG AI G801 9 9AH ON LINYId aassayddy JHL Ad AlVd 39 NIM 39V1SOd AdOTSANS A1d3 d SSANISNG2. A Member seeking duplicate Postal Ballot Form s or desiring any guidance pertaining to the Ballot Process or Members who have received Postal Ballot Notice by e mail and who wish to vote through physical form may write to Company s Registrar amp Transfer Agent Karvy Computershare Private Limited Unit ABB India Limited Karvy Selenium Tower B Plot number 31 amp 32 Financial District Nanakramguda Serilingampally Mandal Hyderabad 5000322 It may be noted that the duplicate Postal Ballot Forms should reach the Scrutinizer not later than 5 00 p m on Saturday August 8 2015 Members are requested not to send any other paper other than the Resolution Authority as mentioned above along with the Postal Ballot Form in the enclosed Postage prepaid self addressed envelope in as much as all such envelopes will be sent to the Scrutinizer and any extraneous paper found in such envelop would not be considered and would be destroyed by the Scrutinizer 3 PROCESS FOR MEMBERS OPTING FOR E VOTING a b In case of Members receiving the Postal Ballot Form by e mail i Open your web browser during the voting period and navigate _https evoting karvy com ii Enter the login credentials i e user id amp password mentioned on the Postal Ballot Form Your folio DP Client ID will be your User ID User ID For Members holding shares in Demat Form a For NSDL 8 Character DP ID followed by 8 Digits Client ID b For CDSL 16 digits bene
3. at 05 00 p m on Saturday August 8 2015 Members are requested to read carefully and follow the instructions on the Postal Ballot Form or the aforesaid website for the e voting facility Members are requested to read carefully and follow the instructions printed on the enclosed Postal Ballot Form and return the Form duly completed and signed in the attached Postage prepaid self addressed envelope so as to reach the Scrutinizer by 5 00 p m on Saturday August 8 2015 Responses received by the Scrutinizer after the above date will be strictly treated as if no response has been received from the Member s in terms of the Postal Ballot Rules The Scrutinizer will submit his report to the Chairman of the Company or in his absence to any person authorized in writing by him after completion of the scrutiny of physical Postal Ballot Forms e voting and the result of the Postal Ballot will be announced at 5 00 p m on Monday August 10 2015 at the Registered Office of the Company at 21st Floor World Trade Center Brigade Gateway No 26 1 Dr Rajkumar Road Malleshwaram West Bengaluru 560 055 and shall thereafter be published in newspapers The result of the Postal Ballot shall also be displayed at the Registered Office of the Company and hosted on the Company s website www abb co in and Karvy Computer share e voting website i e https evoting karvy com besides being communicated to the Stock Exchange s where the securities of the Compan
4. login system will prompt to select the Event i e Company Name vii If you are holding shares in Demat form and had logged on to https evoting karvy com and had cast your vote earlier for any company then your existing login id and password are to be used viii On the voting page you will see Resolution description and against the same the option FOR AGAINST ABSTAIN for voting Enter the number of shares which represents number of votes under FOR AGAINST ABSTAIN or alternatively you may partially enter any number in FOR and partially in AGAINST but the total number in FOR AGAINST taken together should not exceed your total shareholding If the shareholder does not want to cast it will be treated as ABSTAINED ix After selecting the resolution you have decided to vote on click on SUBMIT A confirmation box will be displayed If you wish to confirm your vote click on OK else to change your vote click on CANCEL and accordingly modify your vote Once you CONFIRM your vote on the resolution you will not be allowed to modify your vote x Corporate Institutional Members corporate Fls Flls Trust Mutual Funds Banks etc are required to send scan PDF format of the relevant Board resolution to the Scrutinizer through e mail to cs skannan gmail com with copy to evoting karvy com The file scanned image of the Board Resolution should be in the naming format Corporate Name EVEN
5. Board of Directors of the Company at their meeting held on July 2 2015 have appointed Mr S Kannan Membership No FCS 6261 CP No 13016 Practicing Company Secretary as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner In accordance with Clause 35B of the Equity Listing Agreement entered into by the Company with BSE Limited BSE and National Stock Exchange of India Limited NSE and the provisions of Section 108 of the Companies Act 2013 read with Rule 20 of the Companies Management and Administration Amendment Rules 2015 including any amendments thereto the Company is pleased to provide electronic voting e voting facility as an alternative to its Members to enable them to cast their votes electronically instead of casting the vote using physical Postal Ballot Form The Company has engaged Karvy Computershare Private Limited KARVY to provide e voting facilities to the Members As an alternative to the Postal Ballot voting Members may choose to vote using e voting facility the details and process whereof are specified under instructions to the Postal Ballot Form Members who opt to vote physically using Postal Ballot Papers or do not have access to e voting facility can send their assent or dissent in writing on the Postal Ballot Form The e voting facility will be available at the link https evoting karvy com starting from 9 00 a m on Friday July 10 2015 and end
6. Power and productivity A for a better world ABB India Limited CIN L32202KA1949PLC032923 21st Floor World Trade Center Brigade Gateway No 26 1 Dr Rajkumar Road Malleshwaram West Bengaluru 560 055 Ph 080 22949150 to 22949153 Fax 080 22949148 E mail investor helpdesk in abb com Website www abb co in NOTICE OF POSTAL BALLOT Pursuant to Section 110 of the Companies Act 2013 read with the Companies Management and 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 the Rules including any statutory modification or re enactment thereof for the time being in force for seeking the consent of the Members of ABB India Limited the Company and to pass the following Special Resolution for and in relation to the Issue of Unsecured Redeemable Non Convertible Debentures on Private Placement basis to investors including foreign portfolio investors under the Securities and Exchange Board of India Foreign Portfolio Investors Regulations 2014 for an aggregate amount not exceeding 3 600 Crore The proposed Resolution and Explanatory Statement pursuant to Section 102 of the Companies Act 2013 stating the material facts and the reasons thereof are appended The Postal Ballot Form along with instructions for Ballot e voting is enclosed for your consideration The
7. T NO In case of Members receiving Postal Ballot Form by Post il Initial Password is provided as below at the bottom of the Postal Ballot Form __ EVEN E Voting Event Number CUSERID TC PASSWORD PIN ii Please follow all steps from Sl No 3 a above to cast your vote In case of any queries you may refer to the Frequently Asked Questions FAQs for Shareholders and e voting User Manual for Shareholders available at the Downloads section of KARVY s e voting website https evoting karvy com You can also send your queries grievances relating to e voting to Karvy Computershare Private Limited Karvy Selenium Tower B Plot number 31 amp 32 Financial District Nanakramguda Serilingampally Mandal Hyderabad 500032 with attention Ms Shobha Anand AGM If you have already registered with KARVY for e voting you can use your existing User ID and Password for casting your vote 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 The e voting period shall commence from 9 00 a m on Friday July 10 2015 and end at 5 00 p m on Saturday August 8 2015 e voting shall be disabled by KARVY at 5 00 p m on Saturday August 8 2015 ABB India Limited L8000S peqesepAy indeypeyy deBeN OLY IENA PZ ZLON Old p elpu gay uy PIH Wd sseyssaindwoyg Amey 0 9 I ZIUNNJIS yL L80 00S QOVAVYIJAAH YNAVHAVN
8. and Regulations framed there under as amended from time to time and Subject To a other applicable Rules Regulations and Guidelines issued by the Securities and Exchange Board of India SEBI the Reserve Bank of India RBI the Government of India Gol and any other concerned authorities from time to time to the extent applicable b such approvals permissions consents and sanctions as may be necessary from SEBI Stock Exchange s RBI Gol and any other appropriate authorities institutions or bodies as may be required in this regard c to such terms and conditions or modifications as may be prescribed or imposed by any of them while granting any such approvals permissions consents and or sanctions consent of the Members be and is hereby accorded to the Board of Directors hereinafter called the Board which term shall be deemed to include any Committee which the Board has constituted or may hereafter constitute to exercise its powers including the power conferred by this resolution to offer issue and allot such number of Unsecured Redeemable Non Convertible Debentures in one or more tranches on Private Placement basis to in vestors including foreign portfolio investors FPI under the SEBI Foreign Portfolio Investors Regulations 2014 in terms of the Securities and Exchange Board of India Issue and Listing of Debt Securities Regulations 2008 as amended from time to time through an Information Memorandum and Private Placem
9. e in accordance with the applicable statutory guidelines depending upon the prevailing market conditions These NCDs may carry a coupon at a fixed rate or at a floating rate Section 42 of the Companies Act 2013 read with the Companies Prospectus and Allotment of Securities Rules 2014 provides that a company can make Private Placement of securities subject to the condition that the proposed offer of securities or invitation to subscribe securities has been previously approved by the Members of the Company by a Special Resolution for each of the offers or invitation However in case of offer or invitation for the Unsecured Redeemable Non Convertible Debentures it shall be sufficient if the Company passes a previous Special Resolution only once in a year for all the offers or invitation for such Debentures during the year Accordingly the approval of the Members is sought for issue of Unsecured Redeemable Non Convertible Debentures NCDs on Private Placement basis in one or more tranches under one or more disclosure documents and or one or more letters of offer and on such terms and conditions for each tranches including the price coupon premium discount tenor etc as deemed fit by the Board of Directors for an amount not exceeding 7 600 crore The Board recommends the Resolution set out in the Notice to be passed as Special Resolution by the Members By Order of the Board For ABB India Limited B Gururaj Company Secretary Place Be
10. ent Offer Letter s of an ag gregate issue size not exceeding 3 600 crore for the Company s working capital and other corporate purposes at such price or prices and other terms of issue as may be decided by the Board in accordance with SEBI Issue and Listing of Debt Securities Regulations 2008 as amended from time to time including any amendments thereto and on such terms and conditions as the Board may in its absolute discretion decide in accordance with the directives guidelines issued by the appropriate authorities and in consultation with the Arranger and or Advisor s etc but without requiring any further approval or consent from the Members RESOLVED FURTHER THAT the Board be and is hereby authorised to appoint Arranger s Debenture Trustee s Depositories Credit Rating Agency ies Custodian s Registrar s Banker s Lawyer s Advisor s Accountants and such other agencies as may require to be appointed involved or concerned in the FPI Issue and to remunerate them by way of commission brokerage fees or the like and also to reimburse them in relation to out of pocket expenses incurred by them and also to enter into and execute all such arrangements agreements memoranda documents etc with such agencies and also to seek the listing and trading of the Debentures being offered in the FPI Issue on the Stock Exchange s where the Equity Shares of the Company are listed RESOLVED FURTHER THAT for the purpose of giving effect t
11. es of the Postal Ballot Notice Form shall be provided same upon request 6 Kindly note that Members can opt for only one mode of voting i e either by way of physical Postal Ballot or e voting If a Member opts for e voting then such Member shall not be entitled to vote in physical Postal Ballot and vice versa In the event any Member casts his vote by both physical Postal Ballot and e voting then the vote cast by such Member in e voting shall prevail and the voting done through physical Postal Ballot shall be treated as invalid Statement setting out Material Facts under Section 102 of the Companies Act 2013 Companies Act to the accompanying Notice dated July 2 2015 The Board of Directors at their meeting held on July 2 2015 had approved the proposal of borrowings raising funds in Indian currency by issue of Unsecured Redeemable Non Convertible Debentures NCDs to investors including foreign portfolio investors under Foreign Portfolio Investment route on Private Placement basis in one or more tranches for an amount not exceeding 600 crore for the Company s working capital and other corporate purposes In terms of the requirements of the Companies Act 2013 and the Rules framed thereunder the Board in the aforesaid meeting had decided to obtain approval of the Members through Postal Ballot which also includes voting through electronic means The pricing of the Unsecured Redeemable Non Convertible Debentures NCDs would b
12. ficiary ID For Members holding shares in Physical Form Event no followed by Folio Number registered with the company Your Unique password is printed on the Note via email forwarded through the electronic notice Captcha Enter the verification code i e please enter the alphabets and numbers in the exact way as they are displayed for security reasons iii After entering these details appropriately click on LOGIN iv Members holding shares in Demat Physical form will now reach Password Change menu wherein they are required to mandatorily change their login password in the new password field 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 can be used by the Demat holders for voting for resolution of any other Company on which they are eligible to vote provided that Company opts for e voting through Karvy Computershare Private Limited e Voting platform System will prompt you to change your password and update any contact details like mobile email ID etc on 1st 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
13. nce of Unsecured Redeemable Non Convertible Debentures on a Private Placement basis for an aggregate amount not exceeding 600 Crore Place Date Signature of the Member Email ID Contact No Electronic Voting Particulars EVEN E Voting Event Number USERID PASSWORDIPIN NOTE Please return your Postal Ballot Form in the Postage prepaid self addressed envelope enclosed here with Page 1 INSTRUCTIONS 1 GENERAL INFORMATION 1 2 3 Members can cast their vote from 9 00 a m on Friday July 10 2015 till 5 00 p m on Saturday August 8 2015 The Postal Ballot Notice has been sent to all the members of the Company whose names appear on the Register of Members Beneficial owners from National Securities Depository Limited NSDL amp Central Depository Services India Limited CDSL as on Friday June 26 2015 The Postal Ballot Notice also has been placed on Company s website www abb co in and Karvy Computershare e voting website i e https evoting karvy com and will remain on such website until the last date of receipt of the Postal Ballot from members The date of completion of dispatch of Notice will be announced through advertisement in newspapers Kindly note that Members can opt for only one mode of voting i e either by way of physical Postal Ballot or e voting If a Member opts for e voting then such Member shall not be entitled to vote in physical Postal Ballot and vice versa In the event any Member ca
14. ngaluru Date July 2 2015 Registered Office 21st Floor World Trade Center Brigade Gateway No 26 1 Dr Rajkumar Road Malleshwaram West Bengaluru 560 055 CIN L32202KA1949PLC032923 Ph 080 22949150 to 22949153 E mail investor helpdesk in abb com Website www abb co in vy A DER Power and productivity FADED ABB India Limited for a better world CIN L32202KA1949PLC032923 21st Floor World Trade Center Brigade Gate way No 26 1 Dr Rajkumar Road Malleshwaram West Bengaluru 560055 Phone 080 22949150 to 22949153 Fax 080 22949148 Website www abb co in E mail investor helpdesk in abb com POSTAL BALLOT FORM Please read the instructions printed overleaf carefully and return the Form on or before Saturday August 8 2015 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 No Client ID No 4 Number of Shares held We here by exercise my our vote in respect of the Special Resolution to be passed through Postal Ballot as specified in the Notice dated July 2 2015 by conveying my our assent dissent to the said Resolution by placing tick v mark in the appropriate box below OPTION Please put v in the appropriate box Item of below Notice Description No of Shares No I We assent agree to I We dissent disagree the Resolution to the Resolution Vote in favour Vote against Issua
15. o any issue offer or allotment of Debentures as described above the Board be and is hereby authorised on behalf of the Company to do all such acts deeds matters and things as it may in its absolute discretion deem necessary or desirable for such purpose including without limitation entering into arrangements for managing underwriting marketing listing trading acting as Depository Custodian Registrar Paying and Conversion Agent Credit Rating Agency Trustee and to issue any offer document s and sign all applications filings deeds documents and writings and to pay any fees commissions remuneration expenses relating thereto and with power on behalf of the Company to settle all questions difficulties or doubts that may arise in regard to such issue s or allotment s as it may in its absolute discretion deem fit RESOLVED FURTHER THAT the Board of Directors be and are hereby authorised to do all such acts deeds matters and things as may be necessary and to execute all such agreements documents instruments and writings as may be required and to delegate all or any of its powers herein conferred to any Committee Committee of Directors or to the Managing Director or any Officer s of the Company in such manner as they may deem fit in their absolute discretion subject to applicable law RESOLVED FURTHER THAT this resolution shall be valid for a period of 12 months from the date of passing of this Resolution by the Members or such
16. other time as may be permitted in law By Order of the Board For ABB India Limited B Gururaj Company Secretary Place Bengaluru Date July 2 2015 Registered Office 21st Floor World Trade Center Brigade Gateway No 26 1 Dr Rajkumar Road Malleshwaram West Bengaluru 560 055 CIN L32202KA1949PLC032923 Ph 080 22949150 to 22949153 E mail investor helpdesk in abb com Website www abb co in Notes 1 The Statement pursuant to Section 102 of the Companies Act 2013 setting out the material facts in respect of the Special Resolution is annexed hereto 2 All documents referred to in this Postal Ballot Notice and Explanatory Statement setting out material facts are open for inspection by the Members at the Registered Office of the Company between 10 00 a m and 12 noon on all working days of the Company from the date hereof up to August 8 2015 3 The Postal Ballot Notice along with the Postal Ballot Form shall also be hosted on Company s website www abb co in and Karvy s website https evoting karvy com 4 Members can also register their e mail IDs and contact numbers with the Company by sending details to investor helpdesk in abb com or with our Registrar and Transfer Agent viz Karvy Computershare Private Limited einward ris karvy com to enable the Company to communicate to the members the information about various developments in the Company vide EMAIL SMS 5 Members who wish to avail physical copi
17. should stamp the envelopes appropriately There shall be only one Postal Ballot for every folio irrespective of the number of joint holders Voting rights shall be reckoned on the paid up value of shares registered in the name of the Member on the cut off date i e Friday June 26 2015 In case of joint holding this Postal Ballot Form should be completed and signed as per specimen signature registered with the Company in respect of shares held in physical form or furnished by NSDL CDSL to the Company in respect of shares held in dematerialised form by the first named shareholder and failing him by the next named shareholder In case of shares held by Corporate and Institutional shareholders Companies Trusts Societies etc the completed Postal Ballot Form should be accompanied by a Certified True Copy of the appropriate Board Resolution Authorization with the specimen signature s of the authorized signatory ies duly attested The shareholders 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 Duly completed Postal Ballot Form should reach the Scrutinizer not later than 5 00 p m on Saturday August 8 2015 Postal Ballot Forms received after this date shall be considered invalid Postal Ballot Forms which are incomplete unsigned or defective in any manner shall be rejected The Scrutinizer s decision in this regard shall be final and binding
18. sts his vote by both physical Postal Ballot and e voting then the vote cast by such Member in e voting shall prevail and the voting done through physical Postal Ballot shall be treated as invalid Mr S Kannan Practicing Company Secretary has been appointed as the Scrutinizer to scrutinize the Postal Ballot including e voting process in a fair and transparent manner As per Section 110 of the Companies Act 2013 read with Rule 22 read with Rule 18 of the Companies Management and Administration Rules 2014 Notice of Postal Ballot may be served on the Members through electronic means Members who have registered their e mail IDs with 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 in physical form through speed post registered post 2 PROCESS FOR MEMBERS OPTING FOR VOTING BY BALLOT 1 Members desiring to cast their vote by Postal Ballot should complete and sign this Postal Ballot Form and send it to the Scrutinizer Mr S Kannan C oKarvy Computershare Private Limited Unit ABB India Limited Karvy Selenium Tower B Plot number 31 amp 32 Financial District Nanakramguda Serilingampally Mandal Hyderabad 500032 in the enclosed Postage prepaid self addressed envelope Ballot Forms deposited in person or sent by post or courier at the expense of the Member will also be accepted Members residing outside India
19. y are listed The Resolution if approved will be taken as effectively passed on the date of declaration of Results Members requiring any clarifications on e voting may contact Karvy Computershare Private Limited on 040 67162222 toll free number 1800 3454 001 or by email at evoting karvy com ITEM NO 1 Issuance of Unsecured Redeemable Non Convertible Debentures on Private Placement basis To consider and if thought fit to convey your assent or dissent to the following Resolution as a Special Resolution RESOLVED THAT pursuant to the provisions of Section 42 of the Companies Act 2013 read with the Companies Prospectus and Allotment of Securities Rules 2014 Section 71 of the Companies Act 2013 read with the Companies Share Capital and Debentures Rules 2014 and other applicable provisions if any including any amendment thereto or modification s or re enactment s thereof and in accordance with the provisions of the Memorandum and Articles of Association of the Company the Listing Agreements entered into by the Company with the Stock Exchanges where Equity Shares of the Company are listed and in accordance with the Securities and Exchange Board of India Issue and Listing of Debt Securities Regulations 2008 as amended from time to time and in accordance with any other applicable law or Regulation in India or outside India including without limitation the provisions of the Foreign Exchange Management Act 1999 FEMA and Rules
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