1 HOV SERVICES LIMITED CIN
Contents
1. Management and Administration Rules 2014 and Clause 49 VII of the Listing Agreement entered with the Stock Exchanges as amended from time to time and other applicable provisions if any of the Companies Act 2013 approval of the Company be and is hereby accorded to the Board of Directors of the Company the Board which expression shall also include a committee thereof for the sale of Company s entire investment to an affiliate related party as set out in the Explanatory Statement of the Notice RESOLVED FURTHER THAT the Board be and is hereby authorised to do and perform all such acts matters deeds and things as may be necessary without further referring to the Members of the Company including finalising the terms and conditions methods and modes in respect thereof determining the exact effective date if need to be changed and finalising and executing necessary documents including schemes agreements deeds of assignment conveyance and such other documents as may be necessary or expedient in its own discretion and in the best interest of the Company including the power to delegate to give effect to this Resolution 2 To consider and if thought fit to pass the following Resolution as a Special Resolution for Sale of Company s entire investment in SourceHOV through its US based wholly owned subsidiary HOVS LLC to other potential buyers RESOLVED THAT pursuant to the provisions of Section 180 and Section 112. sent by courier at the expense of the Members will also be accepted E Voting Facility A In case a Member receives an e mail from Karvy for members whose e mail IDs are registered with the Company Depository Participant s i Launch internet browser by typing the following URL http evoting karvy com ii Enter the login credentials i e User ID and password mentioned on the Postal Ballot Form However if you are already registered with Karvy for e voting you can use your existing User ID and password for casting your vote 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 at least one upper case A Z one lower case a z one numeric value 0 9 and a special character S etc The system will prompt you to change your password and update your contact details like mobile number email ID etc on first login You may also enter a secret question and answer of your choice to retrieve your password in case you forget it It is strongly recommended that you do not share your password with any other person and that you 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 HOV Services Limited vii O
3. 0 read with the Companies Management and Administration Rules 2014 and Clause 49 VII of the Listing Agreement entered with the Stock Exchanges as amended from time to time and other applicable provisions if any of the Companies Act 2013 approval of the Company be and is hereby accorded to the Board of Directors of the Company the Board which expression shall also include a committee thereof for the sale of Company s entire investment to any other potential buyers as set out in the Explanatory Statement of the Notice RESOLVED FURTHER THAT the Board be and is hereby authorised to do and perform all such acts matters deeds and things as may be necessary without further referring to the Members of the Company including finalising the terms and conditions methods and modes in respect thereof determining the exact effective date if need to be changed and finalising and executing necessary documents including schemes agreements deeds of assignment conveyance and such other documents as may be necessary or expedient in its own discretion and in the best interest of the Company including the power to delegate to give effect to this Resolution 3 To consider and if thought fit to pass the following Resolution as a Special Resolution for merger of SourceHOV and BancTec RESOLVED THAT the approval of the Company be and is hereby given for the Merger of SourceHOV and BancTec as set out in the Explanatory Stateme
4. HOYS HOV SERVICES LIMITED CIN L72200PN1989PLC014448 3rd Floor Sharda Arcade Pune Satara Road Bibwewadi Pune 411 037 India Tel 91 20 24231623 Fax 91 20 24221470 investor relations hovsltd com www hovsltd com NOTICE OF POSTAL BALLOT Pursuant to Section 110 of the Companies Act 2013 Dear Members NOTICE is hereby given that pursuant to Section 110 and other applicable provisions if any of the Companies Act 2013 the Act read together with Rule 22 of the Companies Management and Administration Rules 2014 including any statutory modification s or re enactment s thereof for the time being in force the resolutions appended below are proposed to be passed by way of Postal Ballot e Voting The proposed Special Resolutions and Explanatory Statement pertaining to the said Resolutions setting out all material facts concerning the resolutions and the reasons thereto are annexed hereto for your consideration The Postal Ballot Form for voting by you as shareholder of the Company is also enclosed The Company has appointed Shri S Anand SS Rao Practicing Company Secretaries as Scrutinizer for conducting this Postal Ballot voting process in a fair and transparent manner Please read carefully the instructions printed in the postal ballot form and return the form duly completed and signed in the attached self addressed business reply envelope so as to reach the Scrutinizer before the closing of working hours 17 00 hrs on Mon
5. be reckoned in proportion to the paid up equity shares registered in the name of the Member as on September 19 2014 4 Resolutions passed by the members through Postal Ballot are deemed to have been passed effectively at a general meeting of the members The Special Resolutions shall be declared as passed if the number of votes cast in favour of the Special Resolution is not less than three times the number of votes cast against the Special Resolution 5 In compliance with provisions of Section 108 of the Companies Act read with the Rules and Clause 35B of the Equity Listing Agreement the Company is pleased to offer e voting facility for its members to enable them to cast their votes electronically Members have option to vote either through e voting or through the physical Postal Ballot Form If a member has opted for e voting then he she should not vote by physical Postal Ballot also and vice versa However incase members cast their vote both via physical Postal Ballot and e voting then voting through e voting shall prevail and voting done by Postal Ballot shall be treated as invalid For this purpose the Company has signed an agreement with the KARVY Computershare Private Limited for facilitating e voting Explanatory Statement for the proposed Resolutions pursuant to Section 102 of the Companies Act 2013 hereinafter referred to as the Act For Resolutions No 1 No 2 and No 3 1 HOV Services Limited Company holds a
6. day November 3 2014 Please note that any postal ballot form s received after the said date will be strictly treated as if no reply has been received from the Member No other form or photocopy thereof is permitted The e voting facility is available at the link https evoting karvy com Please refer the instructions for e voting given after the Proposed Resolutions for the process and manner in which e voting is to be carried out The Scrutinizer will submit his report to the Chairman or any other Director of the Company after the completion of the scrutiny of the postal ballots including e voting The Chairman or any other Director of the Company will announce the results on Tuesday November 4 2014 at the Registered Office of the Company The said results would be intimated to the Stock Exchanges where the Company s shares are listed published in the newspaper and displayed on the Company s website viz www hovsitd com By Order of the Board of Directors HOV Services Limited Sd Sunil Rajadhyaksha Chairman amp Executive Director Mumbai Date September 30 2014 Proposed Resolution 1 To consider and if thought fit to pass the following Resolution as a Special Resolution for Sale of Company s entire investment in SourceHOV through its US based wholly owned subsidiary HOVS LLC to affiliate related parties of Promoters RESOLVED THAT pursuant to the provisions of Section 180 and Section 110 read with the Companies
7. n investment of 26 1 of the shareholding Investment through its wholly owned direct subsidiary HOVS LLC HOVS LLC a Nevada USA based limited liability company in SourceHOV Holdings Inc SourceHOV a Delaware USA based corporation HOVS LLC which is a wholly owned material subsidiary of the Company is proposing to sell its entire Investment to the potential buyers Since the value of the shares proposed to be sold to the potential Buyers by HOVS LLC accounts for more than 20 of HOV Services Limited assets the Proposed Sale of Shares requires approval from the shareholders of the Company inter alia under applicable provisions of the Companies Act if any and Clause 49 V G read with Clause 49 V E of the Listing Agreement entered with the Stock Exchanges The Company has received an offer for purchase of its entire investment of its wholly owned subsidiary in SourceHOV from a US based company HandsOn Fund 4 LLC HOF4 where the ultimate beneficial owners are from among persons who are promoters of the Company Proposed Sale Transaction Apart from and post the Proposed Sale Transaction BancTec Group LLC a Delaware USA based corporation has entered into an agreement to merge its wholly owned subsidiary BancTec Group Corporation with Source HOV a Delaware USA based company headquartered in Texas wholly owned subsidiary of SourceHOV Holdings Inc Merger The Company has obtained a valuati
8. n the voting page enter the number of shares which represents the number of votes as on the cut off date 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 your 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 Shareholders holding multiple folio demat account shall choose the voting process separately for each folios demat account ix Voting has to be done for business item of the notice in case you do not desire to cast your vote on any said item it will be treated as abstained x Cast your vote by selecting an appropriate option and click on Submit xi 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 numbers of times till they have voted on the Resolution xii Corporate Institutional Members i e other than Individuals HUF NRI etc are also required to send scanned certified true copy PDF Format of the Board Resolution Authority Letter etc to the Scrutiniser at E mail ID anandssrao gmail com with a copy marked to evoting karvy com The scanned image of the above mentioned documen
9. nt of the Notice to the shareholders and that the Board of Directors of the Company which shall include a Committee of Directors that may be constituted for this purpose be and is hereby authorized to complete the Merger RESOLVED FURTHER THAT the Board be and is hereby authorised to do and perform all such acts matters deeds and things as may be necessary without further referring to the Members of the Company including finalising the terms and conditions methods and modes in respect thereof determining the exact effective date and finalising and executing necessary documents including agreements deeds of assignment conveyance and such other documents as may be necessary or expedient in its own discretion including the power to delegate to give effect to the aforesaid Resolution in the best interest of the Company By Order of the Board of Directors HOV Services Limited Sd Sunil Rajadhyaksha Chairman amp Executive Director Mumbai Date September 30 2014 NOTES 1 The Explanatory Statement and reasons for the proposed Special Resolutions pursuant to Section 102 of the Act setting out material facts are appended to the Notice 2 The Postal Ballot Notice is being sent to all the Members whose names appear in the Register of Members list of Beneficial Owners received from National Securities Depository Limited NSDL Central Depository Services India Limited CDSL as on September 19 2014 3 Voting rights shall
10. ny can vote on the resolution No 2 as the Proposed Sale of Shares to other potential buyers will not constitute a related party transaction as per applicable laws and Listing Agreement with the Stock Exchanges The Promoters and Promoter Directors of HOV Services Limited have 5 38 shareholding interest in SourceHOV and 47 5 in the parent of BancTec None of the Independent Directors and KMP of the Company has any concern interest financial or otherwise in the aforesaid resolutions Your Directors commend the passing of the proposed Special Resolutions in the best interest of the Company By Order of the Board of Directors HOV Services Limited Sd Sunil Rajadhyaksha Chairman amp Executive Director Mumbai Date September 30 2014 INSTRUCTIONS FOR VOTING Voting through Physical Postal Ballot Forms 1 The Members are requested to carefully read the instructions printed on the reverse of the Postal Ballot Form duly completed with the assent for or dissent against in the enclosed postage pre paid self addressed envelope so as to reach the Scrutinizer on or before Monday November 3 2014 to be eligible for being considered failing which it will be strictly treated as if no reply has been received from the Member 2 The Members are requested to exercise their voting rights by using the attached Postal Ballot Form only No other form is permitted 3 Envelopes containing Postal Ballot Form if deposited in person or
11. on report from M s PKF Sridhar amp Santhanam Chartered Accountants for BancTec Group and has also obtained a fairness opinion from Keynote Corporate Services Ltd a Category merchant banker to evaluate the merger consideration and the related exchange ratios The exchange of one share of BancTec for 1 0967 shares of SourceHOV in this Merger is fair In the event of the Proposed Sale Transaction getting consummated the Board of Directors of the Company will monitor the use of sale proceeds including considering dividend and new investments to grow the current business The Proposed Resolution No 1 7 The Proposed Sale Transaction for purchase of entire Investment for USS 95 million by HOF4 will be contracted and consummated at the same valuation as provided to other major shareholder 8 The Proposed Sale Transaction is a material related party transaction requiring approval from the shareholders of the Company inter alia under applicable provisions of the Companies Act and Clause 49 VII E read with Clause 49 VII A B C of the Listing Agreement In terms of the Explanation ii to Clause 49 VII all the promoters promoter group entities of the Company would abstain from voting in relation to the Proposed Resolution No 1 Proposed Resolution No 2 9 The shareholders approval is sought for the sale of entire Investment to other potential buyers at a minimum price of USS 95 million as mentioned in para 7 of this explana
12. rectors has appointed Shri S Anand SS Rao the Practicing Company Secretaries as the Scrutiniser to scrutinise the e voting process in a fair and transparent manner 6 The Results shall be declared by on Tuesday November 4 2014 and the Resolution will be deemed to be passed on the said date subject to the requisite number of votes in favour of the Resolution 7 The Results declared alongwith the Scrutiniser s Report shall be placed on the Company s website www hovsltd com and shall also be communicated to the Stock Exchanges
13. tory statement and on similar better terms Proposed Sale of Shares Proposed Resolution No 3 10 SourceHOV has entered into a merger agreement with BancTec Group LLC a Delaware limited liability company BancTec Both SourceHOV and BancTec are headquartered in Dallas Texas In the transaction stockholders of BancTec will receive stock in SourceHOV according to para 4 amp 5 of the explanatory statement SourceHOV will use a new credit facility to refinance existing indebtedness redeem certain existing SourceHOV equity holders and provide additional working capital 11 Closing of the transaction is subject to customary conditions including regulatory approvals and is expected to occur this year The price of the Proposed Sale of Shares is supported by a fairness opinion from Keynote Corporate Services Ltd a Category merchant banker The valuation report and fairness opinion referred to in the accompanying Notice and Explanatory Statement are open for inspection between 10 00 AM to 12 00 Noon on all working days between Monday to Friday at the Registered Office of the Company Disclosures The Promoters of the Company will abstain from voting on the resolution No 1 and resolution No 3 as the Proposed Sale Transaction is a related party transaction as per Companies Act 2013 accounting standards and the Listing Agreement entered with the Stock Exchanges The Promoters or Promoter group of the Compa
14. ts should be in the naming format Corporate Name_EVENT NO B In case a Member receives physical copy of the Notice of Postal Ballot for members whose email IDs are not registered with the Company Depository Participant s or requesting physical copy i User ID and initial password as provided on the Form ii Please follow all steps from SI No i to SI No xii above to cast your vote GENERAL 1 The physical voting e voting period commences on Sunday October 5 2014 10 00 AM and ends on Monday November 3 2014 5 00 pm During this period shareholders of the Company holding shares either in physical form or in dematerialised form as on the cut off date being September 19 2014 may cast their vote Once the vote on the Resolution is cast by the shareholder he shall not be allowed to change it subsequently 2 In case 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 http evoting karvy com or contact Karvy Computershare Pvt Ltd at Tel No 18003454001 toll free 3 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 4 The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut off date of September 19 2014 5 The Board of Di
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