Private Equity
Contents
1. Mutual Fund should specifically provide for such activity in its Objects Clause Hence as a matter of abundant caution it is proposed to alter the Objects Clause of the Company so as to specifically enable the Company to act as a Sponsor of a Mutual Fund and to facilitate other allied activities as required under the SEBI Mutual Funds Regulations 1996 In view of the above it is proposed to alter the Main Objects under the Objects Clause of the Memorandum of Association of the Company by the insertion of following sub clause 1A under Part A of Clause Ill after the existing sub clause 1 The above amendment would also be subject to the approval of the Registrar of Companies Maharashtra Mumbai and any other Statutory or Regulatory Authority as may be necessary Acopy of the Memorandum and Articles of Association of the Company together with the proposed alterations is available for inspection by the Members of the Company at its Registered Office during normal business hours on all working days The proposal outlined above is in the interest of the Company and the Board recommends the passing of the resolution set out in the accompanying Notice as a Special Resolution None of the Director Key Managerial Personnel of the Company or their relatives are concerned or interested in the said resolution Registered Office The IL amp FS Financial Centre Plot No C 22 G Block Bandra Kurla Complex Bandra East Mumbai 400 051 By Order2. of the Board of Directors SANJAY MITRA Company Secretary Place Mumbai Dated August 27 2015 AS ILEFS Private Equity IL amp FS Investment Managers Limited Registered Office The IL amp FS Financial Centre Plot No C 22 G Block Bandra Kurla Complex Bandra East Mumbai 400 051 Tel No 91 22 26533333 Fax No 91 22 26533056 Website www imlindia com Email investor relations ilfsindia com CIN L65999MH1986PLC147981 POSTAL BALLOT FORM 1 Name and Registered address of the sole first named member in block letters 2 Name s of joint holders s if any in block letters 3 Registered Folio No DP ID No Client ID No Applicable to investors holding shares in dematerialized form 4 Number of shares held 5 I We hereby exercise my our vote in respect of the Resolution to be passed through Postal Ballot for the business stated in the Notice of the Company by sending my our Assent For or Dissent Against to the said Resolution by placing the tick V mark at the appropriate box below Item Description No of Shares I We assent to I We dissent to No the resolution the resolution For Against Special Resolution for altering the Main Object Clause of the Memorandum of Association MOA of the Company Place Date Signature of the member Note Members are requested to read carefully the instructions printed overleaf before exercising the vote Electronic Voting Particulars E
3. AXII lt FS Private Equity IL amp FS Investment Managers Limited Registered Office The IL amp FS Financial Centre Plot No C 22 G Block Bandra Kurla Complex Bandra East Mumbai 400 051 Tel No 91 22 26533333 Fax No 91 22 26533056 Website www limlindia com Email investor relations ilfsindia com CIN L65999MH1986PLC147981 POSTAL BALLOT NOTICE To The Members NOTICE PURSUANT TO SECTION 110 OF THE COMPANIES ACT 2013 Notice is hereby given pursuant to Section 110 of the Companies Act 2013 read with the Companies Management and Administration Rules 2014 including any statutory modification or re enactment thereof for the time being in force for altering the Main Object Clause of the Memorandum of Association MOA of the Company and the Board of Directors of the Company proposes the same for seeking the approval of members Resolution to be passed through Postal Ballot To consider and if thought fit to pass with or without modifications the following resolution as a Special Resolution RESOLVED THAT pursuant to the provisions of Section 13 and other applicable provisions if any of the Companies Act 2013 including any statutory modifications or re enactment thereof for the time being in force and the Rules framed thereunder as amended from time to time and subject to the approval of the Registrar of Companies Maharashtra Mumbai ROC and the Securities amp Exchange Board of India and or
4. Once you have voted on the resolution you will not be allowed to modify your vote 3 e xil Institutional members 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 ies who are authorized to vote to the Scrutinizer through e mail ppvapi13 yahoo com with a copy marked to evoting nsdl co in In case of Members receiving Postal Ballot Form by Post and desiring to cast e vote i Initial password is provided at the bottom of the Postal Ballot Form ii Please follow all steps from SI No ii to SI No xii of a above to cast vote In case of any queries you may refer to the Frequently Asked Questions FAQs for Members and e voting user manual for Members available at the Downloads section of www evoting nsdl com OR Members may send an email to investor relations ilfsindia com or call on 022 2499 4600 If you are already registered with NSDL for e voting then 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 Voting through Physical Postal Ballot Form _ Members are requested to carefully read the instructions printed in the Postal Ballot Form and return the duly completed form with the Assen
5. VEN User Id Password PIN E Voting Event Number 10 11 12 13 Instructions Amember desiring to exercise his her vote by postal ballot should complete this Postal Ballot form and send it to the Scrutinizer in the enclosed self addressed envelope Postage will be borne and paid by the Company However envelopes containing postal ballots if sent by courier registered post at the expenses of the registered member will also be accepted The self addressed envelope bears the name and address of the Scrutinizer appointed by the Board of Directors of the Company The Postal Ballot form should be completed and signed by the member as per the specimen signature registered with Registrar amp Share Transfer Agents Depository Participants In case of joint holding this form should be completed and signed by the first named member and in his her absence by the next named member However where the form is sent separately by the first named member and the joint holders the vote of the first named member would be valid 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 relevant Board Resolution Authorisation with specimen signature s of Authorised Signatory ies Amember may sign the form through an Attorney specifically appointed for this purpose in which case an attested true copy of the Power of Attorney should be attached to the Po
6. e vote is casted by member the member shall not be allowed to change it subsequently You are requested to carefully read the e Voting instructions as below before casting your vote on e Voting site httos www evoting nsdl com a In case of Members receiving e mail from NSDL i Open e mail and open PDF file viz IIML Info e Voting pdf with your Client ID or Folio Number as Password The said PDF file contains your User ID and Password for e voting Please note that the password Is an initial password ii Launch internet browser by typing the following URL https www evoting nsdl com iii Click on Member Login iv Putuser D and password as initial password noted in step i above Click Login v Password change menu appears Change the password with new password of your choice with minimum 8 digits characters or combination thereof Note your new password It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential vi Home page of e Voting opens Click on e Voting Active Voting Cycles vii Select EVEN E Voting Event Number of IL amp FS Investment Managers Limited viii Now you are ready for e Voting as Cast Vote page opens ix Cast your vote by selecting appropriate option and click on Submit and also Confirm when prompted x Upon confirmation the message Vote cast successfully will be displayed xi
7. io Number as Password The said PDF file contains your User ID and Password for e voting Please note that the password is an initial password ii Launch internet browser by typing the following URL https www evoting nsdl com iii Click on Member Login iv Putuser D and password as initial password noted in step i above Click Login v Password change menu appears Change the password with new password of your choice with minimum 8 digits characters or combination thereof Note your new password It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential vi Home page of e Voting opens Click on e Voting Active Voting Cycles vii Select EVEN E Voting Event Number of IL amp FS Investment Managers Limited viii Now you are ready for e Voting as Cast Vote page opens ix Cast your vote by selecting appropriate option and click on Submit and also Confirm when prompted x Upon confirmation the message Vote cast successfully will be displayed xi Once you have voted on the resolution you will not be allowed to modify your vote xii Institutional members 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 ies who are authorized to vote to the Scrutinizer th
8. llot Dear Sir Enclosed herewith are six copies of the Notice issued pursuant to Section 110 of the Companies Act 2013 and the Companies Management and Administration Rules 2014 for your records which the Company has despatched along with the Postal Ballot forms to the shareholders in connection with the approval of the members for altering the Main Object Clause of the Memorandum of Association MOA of the Company Kindly acknowledge receipt of the same Thanking you Yours sincerely ee Sanjay Mitra Company Secretary Encl as above
9. nsideration of members The Board of Directors at its meeting held on August 11 2015 has appointed Mr Jagdish Patel of Jagdish Patel amp Co Practicing Company Secretaries as Scrutinizer for conducting the voting through the Postal Ballot process in a fair and transparent manner Members can also download the Notice and Postal Ballot Form from the link www evoting nsdl com or www ilimlindia com or seek a duplicate Postal Ballot Form from M s Link Intime India Private Limited Registrar amp Transfer Agents C 13 Pannalal Silk Mills Compound LBS Marg Bhandup West Mumbai 400 078 Voting Options 1 E Voting Facility In compliance with Clause 35B of the Listing Agreement and Section 110 of the Companies Act 2013 read withthe Companies Management and Administration Rules 2014 the Company is pleased to provide an option to the members holding shares in demat form and in physical form to vote on the postal ballot by way of electronic voting e voting to enable members to cast their vote electronically The Company has appointed National Securities Depository Limited NSDL to provide e voting facility to its members Members having shares in demat form and in physical form may vote either by way of Postal Ballot Form or by way of e voting The voting period starts on Tuesday September 15 2015 at 9 a m and ends on Wednesday October 14 2015 at 5 30 p m The e voting module shall be disabled by NSDL for voting thereafter Once th
10. of any other statutory or regulatory authority as may be necessary Clause III Objects Clause of the Memorandum of Association of the Company be and is hereby altered by inserting the following sub clause 1A under Part A of Clause Ill after the existing sub clause 1 1A To set up incorporate establish acquire Company ies Body Corporate Special Purpose Vehicles SPVs with the object of carrying on business related to asset management mutual fund Alternate Investment Funds Venture Capital Funds any other fund s stock broking wealth management and to act as settlor soonsor co sponsor asset manager trustee s stock brokers in or outside India RESOLVED FURTHER THAT all the Directors of the Company and the company secretary be and are hereby severally authorized to do all such acts deeds and things and to sign all such documents papers and writings as may be necessary to give effect to the resolution Registered Office By Order of the Board of Directors The IL amp FS Financial Centre SANJAY MITRA Plot No C 22 G Block Company Secretary Bandra Kurla Complex Bandra East Mumbai 400 051 Place Mumbai Dated August 27 2015 NOTES I II Ill IV The relative Explanatory Statement pursuant to Section 102 and Section 110 of the Companies Act 2013 and rules made thereunder stating out material facts pertaining to the above Resolution is annexed hereto along with a Postal Ballot Form for co
11. rough e mail jppvapi1 3 yahoo com with a copy marked to evoting nsdl co in b Incase ofMembers receiving Postal Ballot Form by Post and desiring to cast e vote i Initial password is provided at the bottom of the Postal Ballot Form ii Please follow all steps from SI No ii to SI No xii of a above to cast vote c Incase of any queries you may refer to the Frequently Asked Questions FAQs for Members and e voting user manual for Members available at the Downloads section of www evoting nsdl com OR Members may send an email to investor relations ilfsindia com or call on 022 2499 4600 d Ifyou are already registered with NSDL for e voting then you can use your existing user ID and password for casting your vote e 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 IL amp FS Investment Managers Limited ASILSFS Private Equity IL amp FS Investment Managers Limited The IL amp FS Financial Centre T 91 22 2653 3333 Plot C 22 G Block F 91 22 2653 3056 Bandra Kurla Complex W wwwaiimlindia com Bandra East Mumbai 400 051 September 14 2015 sat Corporate Identification No L65999MH1986PLC 147981 The Manager The Listing Department National Stock Exchange Limited Exchange Plaza 5 Floor Plot No C 1 G Block Bandra Kurla Complex Bandra E Mumbai 400 051 NSE Symbol IVC ISIN INE050B01023 Re Postal Ba
12. stal Ballot form The votes should be cast either in favour of or against by putting the tick V mark in the column provided for assent or dissent Postal Ballot form bearing V in both the columns will render the form invalid Incomplete unsigned or incorrectly filled Postal Ballot forms will be rejected The duly completed Postal Ballot form should reach the Scrutinizer not later than the close of working hours on October 14 2015 Postal Ballot forms received after this date will be strictly treated as if the reply from the member has not been received Voting Rights shall be reckoned on the paid up value of shares registered in the name of member as on date of dispatch of the notice The right of voting by Postal Ballot shall not be exercised by Proxy Members may request for a duplicate Postal Ballot Form if so required or can download the same from the Company website and the same duly completed form should reach the scrutinizer not later than the date and time specified above Members are requested not to send any other paper along with Postal Ballot form in the enclosed self addressed envelope If any extraneous papers are found the same will be destroyed by the Scrutinizer The Scrutinizer s decision on the validity of a Postal Ballot form will be final and binding Instructions for E Voting a Incase ofMembers receiving e mail from NSDL i Open e mail and open PDF file viz IIML Info e Voting pdf with your Client ID or Fol
13. t For or Dissent Against in the attached self addressed envelope so as to reach the Scrutinizer on or before October 14 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 self addressed envelope attached to this notice bears the address to which the duly completed Postal Ballot form is to be sent Please note that in case the member has exercised the vote in physical as well as electronic mode the vote by electronic mode only will be considered The Scrutinizer shall within a period not exceeding seven days submit his report to the Company and the result of the Postal Ballot will be announced by displaying the same along with the Scrutinizer s report on the Company website www iimlindia com The date of declaration of postal ballot results will be taken to be the date of passing the Resolutions EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013 The Company proposes to foray into Mutual Fund business which is in the line with the normal activities of the Company i e to undertake fiduciary activities and managing third party fund The Company s existing Object clause authorises the Company to undertake fiduciary activities and hold investment in the share capital of other companies The acquisition of shares would require the approval of the Securities and Exchange Board of India SEBI in the past has insisted that every Sponsor of a
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