Postal Ballot Notice
Contents
1. and expedient RESOLVED FURTHER THAT all acts deeds matters and things either verbal or written or otherwise already done by the Company and or its directors and or officers and or representatives for and in the name of the Company in this regard be and the same are hereby noted ratified and approved By Order of the Board of Directors For Empower India Limited Sd Vinod Shinde CEO amp Compliance Officer DIN 02585889 Date 02 09 2015 Place Mumbai Notes 1 The Explanatory Statement and reasons for the proposed Special Business pursuant to Section 102 of the Companies Act 2013 the Act setting out material facts are appended herein below The Notice is being sent to all the Members whose names appear on the Register of Members list of Beneficial Owners as received from National Securities Depository Limited NSDL Central Depository Services India Limited CDSL on Friday 28 August 2015 Members whose names appear on the Register of Members List of Beneficial Owners as on 28t August 2015 will be considered for the purpose of voting The Members can opt for only one mode of voting i e either physical ballot or e voting Incase members cast their votes through both modes voting done by e voting shall prevail and votes cast through physical ballot forms will be treated as invalid The Board of Directors of the Company has appointed M s Mayank Arora amp Co Practicing Company Secretaries as a Scruti2. Company Envelopes containing Postal Ballot Forms if deposited in person or sent by courier at the expense of the Shareholder s will also be accepted 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 self addressed envelope bears the name and postal address of the Scrutinizer appointed by the Board of Directors of the Company This Postal Ballot Form should be completed and signed by the Shareholder as per the specimen signature registered with the Company or furnished by National Securities Depository Limited Central Depository Services India Limited in respect of shares held in the physical form or dematerialised form respectively In case of joint holding this Form must be completed and signed by the first named Shareholder and in his her absence by the next named Shareholder Unsigned incomplete or incorrectly ticked Postal Ballot Forms shall be rejected Duly completed Postal Ballot Form should reach the Scrutinizer not later than the close of working hours 6 00 p m on 06 October 2015 Postal Ballot Form received after this date will be strictly treated as if the reply from such Shareholder s has not been received In the case of shares held by companies trusts societies etc the duly completed Postal Ballot Form should be accompanied by a certified copy of Board Resolution Authorisation together with the specimen signature
3. free reserves and securities premium account whichever is more provided however that the investment s made and or loan s granted and or guarantee s and security ies provided other than the investment s made and or loan s granted and or guarantee s and security ies provided other than the investment s made and or loan s granted and or guarantee s and Security ies provided and or as are exempted in terms of section 186 of the Companies Act 2013 read with rules made thereunder shall not exceed Rs 300 Crores Rupees Three Hundred Crores only RESOLVED FURTHER THAT any of the Executive Directors the authorised representatives of the Company be and are hereby severally authorised to do all such acts deeds matters and things including but not limiting to deciding the entity ies in which the investment s be made and or loan s extended and or guarantee s and security ies be provided amount of investment s to be made and or loan s to be extended and or guarantee s and security ies to be provided when such amount be given from time to time manner and nature of investment s the period for which loan s be extended interest and security and other for extending loan s as the case may be and such other terms and conditions and for the purpose to sign agreements deeds documents guarantees forms indemnities registers letters declarations confirmations undertakings and such other papers as may be necessary desirable
4. steps to complete the e voting process a Open email and open the PDF file titled Empower 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 out 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 of your choice The new password should have a minimum of 8 digits characters or 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 Empower India Limited 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 Remember to Confirm when prompted j On confirmation the message Vote cast successfully will be displayed k Once you have voted on a resolution you will not be allowed to modify your vote l Institutional Members i e other than individuals HUF NRI etc are required to send a scanned copy PDF JPG Format of th
5. 327 D N Road Fort Mumbai 400001 Email info empowerindia in Website www empowerindia in Tel No 022 22045055 44 POSTAL BALLOT FORM Please read the instructions carefully before completing the form Serial No 1 Name s and registered address of Shareholder s including joint holders if any in block letters 2 Registered Folio No DP ID No Client ID No 3 No of shares held 4 I We hereby exercise my our vote in respect of the following special resolution to be passed through Postal Ballot for the businesses stated in the Notice of Postal Ballot dated of Empower India Limited the Company by convening sending my our assent or dissent to the said special resolution by placing a tick V mark in the appropriate column below Item Description No of Shares I We assent I We dissent No to the to the Resolution Resolution FOR AGAINST 1 To make investments give loans guarantees and provide securities beyond prescribed limits Place Date Signature of the Shareholder ELECTRONIC VOTING PARTICULARS EVEN User ID Password PIN E voting Event Number 103214 NOTE PLEASE READ THE INSTRUCTIONS CAREFULLY BEFORE EXERCISING YOUR VOTES 10 11 INSTRUCTIONS Shareholder s desirous to exercise vote by Postal Ballot may complete this Postal Ballot Form and send it to the Scrutinizer in the enclosed self addressed envelope Postage will be borne by the
6. EMPOWER INDIA LIMITED CIN NO L51900MH1981PLC023931 Registered Office 25 25A 2 4 Floor Nawab Building 327 D N Road Fort Mumbai 400001 Email info empowerindia in Website www empowerindia in Tel No 022 22045055 44 POSTAL BALLOT NOTICE Notice pursuant to section 110 of the Companies Act 2013 read with rule 22 of the Companies management and Administration Rules 2014 Dear Member s NOTICE is hereby given to the shareholders pursuant to Section 110 and other applicable provisions if any of the Companies Act 2013 read with the Companies Management and Administration Rules 2014 including any statutorymodification or re enactment thereof for the time being in force and such other rules and regulations as may be applicable for seeking approval of shareholders by way of Special Resolution for the matter as considered in the Resolution appended below The Board of Directors of the Company has appointed Mayank Arora of Mayank Arora amp Co Practicing Company Secretary as the Scrutinizer for conducting the postal ballot e voting process in a fair and transparent manner The Explanatory Statement pertaining to the said resolution setting out the material facts concerning each item and the reasons thereof are annexed hereto along with a Postal Ballot Form The said Special Resolution and the Explanatory Statement is being sent to you along with a Postal Ballot Form the Form for your consideration Memb
7. e 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 pcsmayank 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 all the steps from a to l mentioned above in order to successfully 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 07 September 2015 9 00 Hours IST and ends on 06 October 2015 17 00 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 28t August 2015 may cas
8. ers desiring to exercise their vote by postal ballot are requested to carefully read the instructions attached herewith record your assent for or dissent against therein by filling necessary details and affixing your signature at the designated place in the Form and return the same in original duly completed in the enclosed self addressed postage pre paid envelope if posted in India so as to reach the Scrutinizer not later than the close of working hours i e 5 00 p m on Tuesday 06t October 2015 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 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 of the Company after the completion of the scrutiny of the postal ballots including e voting The results will be declared on October 10 2015 and communicated to the Stock Exchanges Depository Registrar and Share Transfer Agent and would also be displayed on the Company s website at www empowerindia in The Members are requested to consider and if thought fit to pass the following resolutions The resolutions if approved will be taken as passed effectively on the date of declaration of results of Po
9. f results shall be the date on which the resolution would be deemed to have been passed if approved by the requisite majority 9 10 11 The aforesaid result would be displayed at Registered Office of the Company intimated to the Stock Exchanges where the shares of the Company are listed published in the newspapers and displayed along with requisite particulars on the Company s website viz www empowerindia in All relevant documents referred in the Explanatory Statement shall be open for inspection at the Registered Office of the Company on all working days between 11 00 hrs and 13 00 hrs up to the date of declaration of the result of Postal Ballot 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 related Rules the company is pleased to provide e 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 company has 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 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
10. nizer to scrutinize the Ballot papers received from the Members and for conducting the Postal Ballot process including e Voting 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 and signed in the enclosed self addressed and stamped Business Reply envelop Unsigned Postal Ballot Form will be rejected Postage will be borne and paid by the Company However Postal Ballot Form s if sent by courier or post at the expense of the Member s will also be accepted The Postal Ballot Form s may also be deposited personally at the address given thereon The duly completed Postal Ballot Form s should reach the Scrutinizer not later than 5 00 pm the 06 October 2015 to be eligible for being considered failing which it will be strictly treated as if no reply has been received from the Member The e Voting module shall also be disabled for voting thereafter In compliance with sections 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 the resolutions through e voting service facility arranged by NSDL The instructions for electronic voting are annexed to this notice The results of the Postal Ballot will be announced on Saturday 10 October 2015 and the date of declaration o
11. s of the duly authorised signatories A Shareholder may request for a duplicate Postal Ballot Form if so required However the duly filled in duplicate Postal Ballot Form should reach the Scrutinizer not later than the close of working hours 6 00 p m on 06t October 2015 The exercise of vote through postal ballot is not permitted through a proxy Shareholders are requested to fill the Postal Ballot Form in indelible ink and avoid filling it by using erasable writing medium s like pencil Voting rights shall be reckoned on the paid up value of the shares registered in the name s of the Shareholder s on the cut off date i e 28 August 2015 12 13 14 15 The Shareholders are requested not to send any other paper along with the Postal Ballot Form in the enclosed self addressed postage prepaid envelope If any extraneous papers are found the same will be destroyed by the Scrutinizer There will be one Postal Ballot Form for every Folio Client ID irrespective of the number of joint holders The Scrutinizer s decision on the validity of the Postal Ballot will be final The Company is pleased to offer e voting facility as an alternate for all the Shareholders of the Company to enable them to cast their votes electronically instead of despatching Postal Ballot Form E voting is optional The detailed procedure is enumerated in the Notes to the Postal Ballot Notice
12. s and or by way of extending loans in the form of inter corporate deposits or otherwise in various body ies corporate and or give guarantee or provide security in connection with a loan to any other body corporate or person or persons as the Board may deem fit which may exceed the limits prescribed under Section 186 of the Companies Act 2013 In light of the same and considering the fact that Section 186 of the Companies Act 2013 has become effective from 1st April 2014 as also read with General Circular of Ministry of Corporate Affairs No 32 2014 dated 23rd July 2014 it is felt desirable to obtain fresh consent of the Company in terms of the provisions of Section 186 of the Companies Act 2013 to make investment s and or give loan s and or provide guarantee s and or security ies beyond the prescribed limits and to an extent of Rs 300 Crores In view of the aforesaid provisions you are requested to grant your consent to the special resolution as set out at Agenda Item No 1 of the accompanying Notice None of the Directors and Key Managerial Personnel of the Company and their relatives has any concern or interest financial or otherwise in the proposed resolution By Order of the Board of Directors For Empower India Limited Sd Vinod Shinde CEO amp Compliance Officer DIN 02585889 Date 02 09 2015 Place Mumbai EMPOWER INDIA LIMITED CIN NO L51900MH1981PLC023931 Registered Office 25 25A 2 4 Floor Nawab Building
13. stal Ballot RESOLUTION 1 To give Loans and to make Investments under Section 186 of The Companies Act 2013 To consider and if thought fit to give ASSENT DISSENT to the following resolution as a Special Resolution RESOLVED THAT pursuant to the provisions of section 186 and other applicable provisions if any of the Companies Act 2013 and subject to necessary approvals if any and to the extent required including that of the lenders of the Company if any the consent 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 be deemed to include person s authorised and or committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution to make investment s and or give loan s in the form of inter corporate deposit s and or short term credit s and or secured unsecured loan s to and or give guarantee s and or provide any security ies in connection with any loan s made to any other person by or by any other person to any subsidiaries joint ventures associate companies and or any other body ies corporate as the Board may deem fit in the interest of the Company exceeding the limits permissible in terms of the section 186 of the Companies Act 2013 i e sixty percent of its paid up share capital free reserves and securities premium account or one hundred percent of its
14. t 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 subsequently The voting rights of Members shall be in proportion to their share of the paid up equity share capital of the Company as on the relevant date i e 28t August 2015 EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013 In terms of section 186 of the Companies Act 2013 no company shall directly or indirectly a Give any loan to any person or other body corporate b Give guarantee or provide security in connection with a loan to any other body corporate or person and c Acquire by way of subscription purchase or otherwise the securities of any other body corporate exceeding sixty percent of its paid up share capital free reserves and securities premium account or one hundred percent of its free reserves and securities premium account whichever is more unless authorised by a special resolution passed in a general meeting of the members of the company The Company in routine course of business and or for furtherance of its business including venturing into the new business either on its own accord and or through joint venture and or for organic inorganic business opportunities may consider investing in equity shares and or preference shares and or any other equity linked instruments and or any other instruments
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