MULTI COMMODITY EXCHANGE OF INDIA LIMITED
Contents
1. if sent by courier or by speed registered post etc at the expense o fthe Members will also be accepted The envelope containing the Postal Ballot Form should reach the Scrutinizer not later than the close of business hours i e 6 30 p m on January 20 2014 7 The Scrutinizer will submit his report to the Chairman or any Director and the result of the Postal Ballot shall be announced by the Chairman or in his absence any Director on Friday January 24 2014 at 12 00 noon at the Company s registered office at Exchange Square Suren Road Chakala Andheri East Mumbai 400093 The resolutions will be taken as passed effective on and from the date of announcement of the result by the Chairman or any Director if the result of the Postal Ballot indicates that the requisite majority of the Members have assented to the Resolution Members who wish to be present at the time of declaration of the result may be present at the above mentioned venue 8 Subsequently the result of the Postal Ballot will be submitted to BSE Limited for uploading on their website and the same shall also be displayed on the Company s website www mexindia com and will be published in atleast one English and one Marathi newspaper circulating in Maharashtra 9 Members who have registered their e mail ids for receipt of documents in electronic mode under the Green Initiative of the Ministry of Corporate Affairs are being sent Notice of Postal Ballot by e mail and others are2. Mumbai and elsewhere in India and abroad enabling the members of the Exchange their authorized agents and constituents and other participants to transact clear and settle trades done on the Exchange in different types of contracts in commodities and other instruments and derivatives thereof in forward and futures markets and to provide accessibility to the markets to various members of the Exchange and their authorised agents and constituents and other participants within and or outside India and to provide initiate facilitate and undertake all support services relating thereto including related eco systems as per the Articles of Association Bye Laws Rules and Regulations of the Exchange 2 To consider and if thought fit to pass the following Resolution as a Special Resolution RESOLVED THAT pursuant to the provisions of Section 31 and other applicable provisions if any of the Companies Act 1956 and to comply with the directions of Forward Markets Commission consent of the Company be and is hereby accorded to delete the following clause relating to Non retiring Directors in Article 30 of the Articles of Association of the Company Non retiring Directors Mr Jignesh Shah shall be a permanent Director of the Company and shall hold office which shall not be liable to retire by rotation By Order of the Board of Directors For Multi Commodity Exchange of India Limited November 27 2013 P Ramanathan Mumbai Sr Vice Pre
3. is contrary to the aforesaid Revised Guidelines read with the modification thereto To comply with the said directions the Board at its meeting held on November 27 2013 has approved seeking consent of the Members for deleting the clause relating to Non retiring Directors in Article 30 of the AOA of the Company The present clause relating to the Non retiring Directors which shall stand deleted on passing of this Resolution is reproduced below Non retiring Directors Mr Jignesh Shah shall be a permanent Director of the Company and shall hold office which shall not be liable to retire by rotation The Members are requested to note that Mr Jignesh Shah has resigned from the Board on October 31 2013 The Board recommends the Special Resolution set out at item no 2 of the accompanying Notice for approval by the Members The Articles of Association of the Company and the relevant letter from FMC is available for inspection for the Members of the Company from 10 00 A M to 1 00 P M on working days of the Company up to the last date for e voting receipt of Postal Ballot Forms i e January 20 2014 None of the Directors of the Company is in any way concerned or interested in the said Resolution except to the extent of their respective shareholding in the Company if any By Order of the Board of Directors For Multi Commodity Exchange of India Limited November 27 2013 P Ramanathan Mumbai Sr Vice President amp Company Secretary NOTE
4. MCX METAL amp ENERGY Trade with Trust MULTI COMMODITY EXCHANGE OF INDIA LIMITED Regd Office Exchange Square Suren Road Chakala Andheri East Mumbai 400093 Tel 022 6731 8888 Fax 022 6649 4151 website www mcxindia com POSTAL BALLOT NOTICE Notice pursuant to Section 192A of the Companies Act 1956 Dear Member s Notice is hereby given pursuant to the provisions of Section 192A of the Companies Act 1956 read with the Companies Passing of the Resolution by Postal Ballot Rules 2011 Rules including any statutory modification or re enactment thereof for the time being in force for seeking your consent to pass the proposed resolutions as Special Resolutions through Postal Ballot with respect to the Special Business es of alteration of the Main objects clause of the Memorandum of Association MOA and amendment of Article 30 of the Articles of Association AOA in accordance with the directions of Forward Markets Commission FMC The Commission In terms of Section 192A of the Companies Act 1956 read with the Rules the item of business set out in the resolutions appended below are to be passed by Postal Ballot Accordingly the Company is seeking your approval in respect of the said matters through Postal Ballot The Resolutions and explanatory statement pertaining to the said Resolutions pursuant to Section 173 2 of the Companies Act 1956 setting out the relevant material facts and the reasons for which such r
5. S 1 An Explanatory Statement pursuant to Section 173 2 read with Section 192A of the Companies Act 1956 in respect of the abovementioned business is annexed hereto 2 The Notice is being sent to all the Members of the Company whose names appear in the Register of Members and Register of Beneficial Owners as received from National Securities Depository Limited NSDL Central Depository Services India Limited CDSL as on December 13 2013 cut off date and the voting rights shall also be reckoned on the paid up value of shares registered in the name of the Member s as on the said cut off date 3 Only a member entitled to vote is entitled to exercise his vote through e voting physical Ballot and send it to the Scrutinizer Any person having no voting rights should treat this Notice as intimation only 4 PROCEDURE INSTRUCTIONS FOR E VOTING In compliance with the provisions of Section 192A of the Companies Act 1956 read with the Rules and Clause 35B of the Listing Agreement the Company is pleased to offer e voting facility as an alternative mode of voting for its Members which will enable them to cast their votes electronically Kindly note e voting is optional Member s shall opt for only one mode of voting i e by physical Ballot or e voting If a Member has opted for e voting then he should not vote by physical Ballot and vice versa However if Member s cast their vote through physical ballot as well as by e voting then the voting
6. d to BSE Limited it shall also be displayed at the Company s registered office and on its website i e www mcexindia com It will subsequently be published in at least one English and one Marathi newspaper circulating in Maharashtra If the proposed resolution s is are assented by a requisite majority it shall be deemed to have been duly passed at a general meeting The resolution s will become effective on and from the date of announcement of result of the Postal Ballot by the Chairman or any Director of the Company The Board of Directors has appointed Mr Pravir Vohra FMC Approved Independent Director and Mr P Ramanathan Sr Vice President amp Company Secretary as the persons responsible for the entire Postal Ballot process SPECIAL BUSINESS ES 1 To consider and if thought fit to pass the following Resolution as a Special Resolution RESOLVED THAT in accordance with Section 17 and other applicable provisions if any of the Companies Act 1956 and to comply with the directions of Forward Markets Commission consent of the Company be and is hereby accorded to delete the words securities and ready and incorporate the words including related eco systems after the words all support services relating thereto in the main objects in clause III A 1 of the Memorandum of Association of the Company which when modified will read as under Ill A 1 To establish operate regulate maintain and manage facilities in
7. esolutions are proposed are appended herewith for your consideration along with a Postal Ballot Form and self addressed postage pre paid business reply envelope If you are voting through Postal Ballot Form i e physical Ballot you are requested to carefully read the instructions printed on the Form enclosed herewith and return it duly completed and signed along with your assent FOR or dissent AGAINST in the attached self addressed postage pre paid business reply envelope so as to reach the Scrutinizer on or before the close of working hours i e 6 30 p m on January 20 2014 Please note that any Postal Ballot Form s received after that date will be treated as not having been received For e voting please read carefully the Procedure Instructions for e voting enumerated in the notes to this Notice The Board of Directors of the Company Board in compliance with Rule 6 has appointed CS B Narasimhan Proprietor of M s BN amp Associates Company Secretaries Mumbai as Scrutinizer for conducting the said Postal Ballot process in a fair and transparent manner The Scrutinizer will submit his report to the Chairman or any Director of the Company after completion of scrutiny on or before January 23 2014 The result of the Postal Ballot will be announced by the Chairman or any Director of the Company on Friday January 24 2014 at 12 00 noon at Company s registered office In addition to the results being communicate
8. horized signatory ies to the Scrutinizer ate mail id mcx postalballot karvy com with a copy marked to evoting karvy com The scanned image of the above mentioned documents should be in the naming format Corporate Name_EVEN NO B Incase a Member receives 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 i to SI No ix as mentioned in A above to cast e vote C Incase 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 https evoting karvy com or contact Karvy Computershare Pvt Ltd at Tel No 1800 345 4001 Toll free 5 Eligible Shareholders who have not received received the Postal Ballot notice by email and who wish to vote through physical Ballot can download the Form from the link https evoting karvy com or from the website of the Company www mexindia com 6 Members can cast their vote online from 9 00 a m on Sunday December 22 2013 till 6 30 p m on Monday January 20 2014 as the e voting module shall be disabled for voting by Karvy thereafter A Member desiring to exercise their vote by physical Ballot may complete the enclosed Postal Ballot Form and send it to the Scrutinizer in the enclosed self addressed business reply envelope Postage will be borne and paid by the Company However the Postal Ballot Form
9. n 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 login the system will prompt you to select the EVENT i e Multi Commodity Exchange of India Limited vii On the voting page enter the number of shares as on the cut off date which represents the number of votes under FOR AGAINST 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 the total shareholding If the shareholder does not indicate either FOR or AGAINST it will be treated as ABSTAIN and the shares held will not be counted under either head viii 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 Members can login any number of times till they have voted on all the resolutions ix Corporate Institutional Members i e other than Individuals HUF NRI etc are also required to send scanned copy PDF Format of the relevant Board Resolution Authority Letter etc together with attested specimen signature of the duly aut
10. rs of the Exchange and their authorised agents and constituents and other participants within and or outside India and to provide initiate facilitate and undertake all support services relating thereto including related eco systems as per the Articles of Association Bye Laws Rules and Regulations of the Exchange The Board recommends the Special Resolution set out at item no 1 of the accompanying Notice for approval by the Members The MOA of the Company and the relevant letters from FMC are available for inspection for the Members of the Company from 10 00 A M to 1 00 P M on working days of the Company up to the last date for e voting receipt of Postal Ballot Forms i e January 20 2014 None of the Directors of the Company is in any way concerned or interested in the said Resolution except to the extent of their respective shareholding in the Company if any Item No 2 Considering the Revised FMC Guidelines for Constitution of the Board of Directors Nomination of Independent Directors and appointment of Chief Executive at the Nationwide Multi Commodity Exchanges dated August 12 2013 read with modification of the Revised Guidelines dated September 13 2013 with respect to class of shareholder director FMC vide its letter no 4 4 2013 MKT I BOD MCX dated October 14 2013 has directed the Exchange to delete the clause relating to Non retiring Directors in Article 30 of the Articles of Association of the Company as the same
11. sent by post along with Postal Ballot Form and self addressed postage pre paid business reply envelope A member may request for a duplicate Postal Ballot Form from Company s Registrar amp Share Transfer Agent Karvy Computershare Private Limited Unit Multi Commodity Exchange of India Limited Plot Nos 17 24 Vittal Rao Nagar Madhapur Hyderabad 500 081 Tel 91 40 44655000 Fax 91 40 44655024 email einward ris karvy com Enclosures 1 Postal Ballot Form and self addressed postage pre paid business reply envelope
12. sident amp Company Secretary Explanatory Statement pursuant to Section 173 2 of the Companies Act 1956 Item No 1 Your Company being a commodity exchange is regulated by FMC The Commission while reviewing the Objects clause of the Company has observed that the main objects clause of the MOA contains reference to other un related un regulated activities relating to securities ready markets etc It is of the view that as the main business of the Exchange relates to activities of the commodity markets i e trading in forward contracts for which the Exchange has been granted permanent recognition under Section 6 of the Forward Contracts Regulation Act 1952 inclusion of other activities in the main objects clause dilutes the focus on commodity markets as the main or principal activity of the Exchange Hence the Commission has directed the Company to alter the main objects clause and only retain the activities pertaining to the commodity markets and its related eco systems Pursuant to the directions of FMC the words securities and ready existing in the main objects in clause III A 1 of the MOA be deleted and the words including related eco systems after the words all support services relating thereto be incorporated in the aforesaid clause The Board at its meeting held on November 27 2013 has approved seeking consent of the Members for the proposed alteration The present clause and the alteration therein are gi
13. through physical Ballot shall prevail The instructions for Members for e voting are as under A Incase a Member receives an e mail from Karvy Computershare Pvt Ltd Karvy i Launch internet browser by typing the URL https evoting karvy com ii Enter the login credentials i e user ID and password mentioned in your email Postal Ballot Form Your Folio No DP ID Client ID will be your user ID However if you are already registered with Karvy for e voting you can use your existing User ID and Password for casting your vote User ID For Members holding shares in Demat form a For NDSL 8 character DP ID followed by 8 digits Client ID b For CDSL 16 digits Beneficiary ID Client ID For Members holding shares in Physical form Event no EVEN followed by Folio No registered with the Company Your Unique Password is printed on the Postal Ballot Form provided in the email forwarding the Password electronic notice iii After entering these details appropriately Click on LOGIN iv You will now reach Password Change Menu wherein you are required to mandatorily change your password The new password shall comprise of minimum 8 characters with atleast 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 3 details like mobile email ID etc on first login You may also enter the secret questio
14. ven below Relevant Extract of the Present Clause highlighting in bold the words to be deleted Proposed Clause after deleting the words securities and ready and incorporating the words including related eco systems To establish operate regulate maintain and manage facilities in Mumbai and elsewhere in India and abroad enabling the members of the Exchange their authorised agents and constituents and other participants to transact clear and settle trades done on the Exchange in different types of contracts in commodities securities and other instruments and derivatives thereof in ready forward and futures markets and to provide accessibility to the markets to various members of the Exchange and their authorised agents and constituents and other participants within and or outside India and to provide initiate facilitate and undertake all support services relating thereto as per the Articles of Association Bye Laws Rules and Regulations of the Exchange To establish operate regulate maintain and manage facilities in Mumbai and elsewhere in India and abroad enabling the members of the Exchange their authorised agents and constituents and other participants to transact clear and settle trades done on the Exchange in different types of contracts in commodities and other instruments and derivatives thereof in forward and futures markets and to provide accessibility to the markets to various membe
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