TGB BANQUETS AND HOTELS LIMITED
Contents
1. behalf of the Company to do all such acts deeds and things to execute all such documents instruments in writing as may be required in its absolute discretion pursuant to the above Resolution Item No 2 Creation of Charges on the Company s Properties To consider and if thought fit to pass with or without modification s the following resolution as a Special Resolution RESOLVED THAT in supersession of resolution no 7 passed vide 12th Annual General Meeting held on September 30 2011 and pursuant to Section 180 1 a and other applicable provisions if any of the Companies Act 2013 including any Amendment thereto or re enactment thereof the consent of members 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 any Committee thereof to create such charges mortgages and hypothecations or in addition to the existing charges mortgages and hypothecations created by the Company in such form and manner and with such ranking and at such time and on such terms as the Board may determine on all or any of the movable and or immovable properties of the Company both present and future and or whole or any part of undertaking s of the Company together with power to take over the substantial assets of the company in certain events in favour of lenders agent s trustee s for securing the borrowings of the Company availed to be availed by way of2. www evoting nsdl com 2 1 il Iv v vi vil iii Click on Shareholder Login iv Put user ID and password as initial password PIN noted in step i above Click Login v Password change menu appears Change the password PIN with new password of your choice 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 of TGB Banquets And Hotels 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 amp Corporate Shareholders 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 to rssharma42 yahoo co in with a copy marked to evoting nsdl co in B In case a Member receives physical copy of the Notice of Postal Ballot for members whose email IDs are not registered with the Depository Part
3. TGB THE GRAND BHAGWATI HOTELS BANQUETS CONVENTIONS CLUB TGB BANQUETS AND HOTELS LIMITED Formerly Known as Bhagwati Banquets and Hotels Limited CIN L55100GJ1999PLC036830 Registered Office The Grand Bhagwati Plot No 380 S G Road Bodakdev Anmedabdad 380054 Ph 079 26841000 Fax 079 26840915 E mail cs tgbhotels com Website www tgbhotels com POSTAL BALLOT NOTICE PURSUANT TO SECTION 110 OF THE COMPANIES ACT 2013 Date July 21 2014 To The Member s Sub Passing of Resolution s by Postal Ballot Notice is hereby given pursuant to Section 110 of the Companies Act 2013 read with rule 22 of the Companies Management and Administration Rules 2014 as amended from time to time that TGB Banquets And Hotels Limited hereinafter referred to as Company proposes to its members to pass the Resolutions as set out below by means of Postal Ballot The Explanatory Statement pursuant to Section 102 2 of the Companies Act 2013 setting out the material facts and the reasons for the Resolutions is also appended herewith and is being sent to you along with a Postal Ballot Form The Company has appointed Mr R S Sharma Practicing Company Secretary as Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner You are requested to read the instructions carefully printed on the Postal Ballot Form and return the Postal Ballot Form duly completed in the enclosed self addressed pre paid
4. envelope so as to reach the Scrutinizer on or before the close of working hours 6 00pm on Wednesday September 3 2014 Postal Ballot Forms received after this date will be considered as invalid e Voting Option The Company is also offering e Voting facility to the Shareholders of the Company Hence the Shareholders are requested to consider and if thought fit to give ASSENT DISSENT to the proposed resolution as a Special Resolution through e Voting facility For this purpose the Company has entered into an agreement with NSDL for facilitating e Voting to enable the Shareholders to cast their votes electronically instead of dispatching Postal Ballot Form Please read and follow the instructions carefully on e Voting printed in this Notice The Scrutinizer will submit his report to the Managing Director Whole time Director of the Company upon completion of scrutiny of Postal Ballots and voting through e Voting platform in a fair and transparent manner and the results will be announced on Saturday September 6 2014 at the Corporate Office of the Company The result of the Postal ballot will also be displayed at the notice board at Registered Office of the company and posted on the Company s website besides communicating the same to the National Stock Exchange of India Limited and Bombay Stock Exchange Limited The result of the Postal Ballot shall also be announced through newspaper advertisement The Board of Directors of the Company in its
5. ial facts are annexed herewith 2 The Company has appointed Mr R S Sharma Practicing Company Secretary to act as the Scrutinizer to conduct the e Voting and physical Postal Ballot process in a fair and transparent manner 3 The Notice is being sent to all the Members whose names appear in the Register of Members list of the Beneficial Owner as received from National Securities Depository Limited NSDL Central Depository Services Limited CDSL as on Friday the July 25 2014 4 In compliance with provisions of Section 108 of the Companies Act 2013 read with rule 20 of the Companies Management and Administration Rules 2014 the Company is pleased to provide its members the facility to exercise their right to vote by electronic means as an alternate mechanism For this purpose the Company has entered into agreement with the National Securities Depository Limited NSDL for facilitating e Voting in order to enable the Members to cast their votes electronically instead of dispatching postal ballot form Please note that e Voting is optional l The instructions for e Voting are as under A In case of Members receiving email from NSDL for members whose email IDs registered with the Depository Participant i Open email and open PDF file The said PDF file contains your user ID and password PIN for e voting Please note that the password is an initial password ii Launch internet browser by typing the following URL https
6. icipants s or requesting physical copy i Initial password is provided as below in the Postal ballot form EVEN E Voting Event Number USER ID PASSWORD PIN ii Please follow all steps from Sr No ii to Sr No xii above to cast vote 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 Downloads section of www evoting nsdl com If you are already registered with NSDL for e voting then you can use your existing user ID and password PIN 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 commences on August 5 2014 9 00 am and ends on September 3 2014 6 00 pm During this period members of the Company holding shares either in physical form or in dematerialized form as on the cut off date of July 25 2014 may cast their vote electronically in the manner and process set out herein above The e voting module shall be disabled by NSDL for voting thereafter Once the vote on a resolution is cast by the member the shareholder shall not be allowed to change it subsequently Further the Members who have cast their vote electronically shall not vote by way postal ballot form The voting rights of members shall be in proportion to their shares of the paid up equity share capita
7. l of the Company as on the cut off date of July 25 2014 The Scrutinizer shall within a period not exceeding two 2 working days from the conclusion of the e voting period unblock the votes in the presence of at least two 2 witnesses not in the employment of the Company and make a Scrutinizer s Report of the votes cast in favour or against if any forthwith to the Managing Director Whole time Director of the Company Shareholders who have registered their e mail IDs with their Depository Participants are being sent Notice of Postal Ballot by e mail and Shareholders who have not registered their e mail id will receive Notice of Postal Ballot along with Postal Ballot Form Kindly note that the Shareholders can opt only one mode of voting i e either by Physical Ballot or e voting If members are opting for e voting then do not vote by Physical Ballot also and vice versa However in case Shareholders cast their vote by Physical Ballot and e voting then voting done through valid Physical Ballot shall prevail and voting done by e voting will be treated as invalid 3 7 Shareholders exercising their vote by physical Postal Ballot are requested to carefully read the instructions printed in the Postal Ballot Form and return the Form duly completed and signed in the enclosed self addressed business reply envelope to the Scrutinizer so as to reach the Scrutinizer on or before the close of working hours on September 3 2014 6 00 pm Plea
8. loan s in foreign currency and or rupee currency from time to time subject to the limits approved under Section 180 1 c of the Companies Act 2013 together with interest at respective agreed rates compound additional interest commitment charges premium on pre payment or on redemption cost charges expenses and all other moneys payable by the company to the lenders in terms of the loan agreement s consortium agreements letter of sanction memorandum of terms and conditions as contained in any other document entered in to to be entered into between the Company and the lenders agent s trustees in respect of the said loans borrowings and containing such specific terms and conditions and covenants in respect of enforcement of security as may be stipulated in that behalf and agreed to between the Board and the lender s agent s trustee s RESOLVED FURTHER THAT the Board be and is hereby authorised on behalf of the Company to do all such acts deeds and things to execute all such documents instruments in writing as may be required in its absolute discretion pursuant to the above Resolution By order of the Board of Directors For TGB Banquets and Hotels Limited Sd Place Ahmedabad Kalpesh Kumar Mehta Date 21 07 2014 Company Secretary Notes 1 The Explanatory Statement for the proposed Special Resolutions under Item No 1 amp 2 pursuant to Section 102 2 read with Section 110 of the Companies Act 2013 setting out mater
9. meeting held on July 5 2014 have approved the following resolution for approval of the Shareholders of the Company Item No 1 Borrowing Powers of the Board To consider and if thought fit to pass with or without modification s the following resolution as a Special Resolution RESOLVED THAT in supersession of resolution no 6 passed vide 12th Annual General Meeting held on September 30 2011 and pursuant to Section 180 1 c and all other applicable provisions if any of the Companies Act 2013 including any Amendment thereto or re enactment thereof the consent of Members 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 any Committee thereof for borrowing from time to time any sum or sums of monies which together with the monies already borrowed by the Company apart from temporary loans obtained or to be obtained from the Company s bankers in the ordinary course of business may exceed at any time the aggregate of the paid up capital of the Company and its free reserves that is to say reserves not set apart for any specific purpose provided that the total amount so borrowed by the Board shall not exceed at any time Rs 250 crores Rupees Two Hundred Fifty Crores only or the aggregate of the paid up capital and free reserves of the Company whichever is higher 1 RESOLVED FURTHER THAT the Board be and is hereby authorised on
10. ng and postal ballot form shall be aggregated and declared by the Managing Director Whole time Director The Results declared along with the Scrutinizer s Report shall be placed on the Company s website www tgbhotels com and on the website of NSDL within two 2 days of passing of the resolutions and communicated to the Stock Exchanges EXPLANATORY STATEMENT AND REASONS FOR THE PROPOSED RESOLUTIONS ACCOMPANYING THE NOTICE DATED JULY 21 2014 PURSUANT TO SECTION 102 2 READ WITH SECTION 110 OF THE COMPANIES ACT 2013 The members had vide their 12th Annual General Meeting held on September 30 2011 passed ordinary resolutions for Nos 6 amp 7 accorded their consent to the Board of Directors of the Company to borrow upto Rs 250 crores for the purpose of meeting the capital expenditure and additional working capital requirements and any other corporate purposes as also for the creation of charges on Company s Properties as required under Section 293 1 d and 293 1 a respectively of the Companies Act 1956 On Implementation of the Companies Act 2013 Section 180 1 c and Section 180 1 a of the Act were made effective from September 12 2013 which provide for approval by the Shareholders by way of Special Resolutions as against Ordinary Resolutions under the Companies Act 1956 The Ministry of Corporate Affairs has vide General Circular No 04 2014 dated March 25 2014 clarified that pursuant to the said Sections of the Act companies
11. se note that all postal ballot forms received after September 3 2014 6 00 pm will be strictly treated as if the reply from the member has not been received 8 Shareholders who have received Postal Ballot Notice by e mail and who wish to vote through Physical Postal Ballot Form can download Postal Ballot Form sent along with the email or download from the link www evoting nsdl com or from the Investors page on the website of the Company www tgbhotels com and fill in the details and send the same to the Scrutinizer 9 In case shares are jointly held the postal ballot form should be completed and signed as per the specimen signature registered with the company by the first named Member and in his her absence by the next named Member 10 In case of shares held by companies trusts societies etc the duly completed Postal Ballot Form should be accompanied by a certified copy of the Board Resolution Authority letter together with attested specimen signature s of the duly authorized signatory ies giving requisite authority to the person voting on the Postal Ballot Form 11 A tick v mark should be placed in the relevant box signifying assent dissent for the resolution as the case may be before mailing the Postal Ballot Form 12 The vote in this Postal Ballot cannot be exercised through proxy 13 The Scrutinizer s decision on the validity or otherwise of the Postal Ballot e voting will be final 14 The Results of e voti
12. would be required to pass a fresh Resolution by September 11 2014 As such it is necessary to obtain fresh approval of the Members by means of Special Resolutions to enable the Board of Directors of the Company to a borrow moneys apart from temporary loans obtained from the Company s Bankers in the ordinary course of business in excess of the aggregate of paid up share capital and free reserves of the Company and b create charge mortgage hypothecation on the Company s assets both present and future in favour of the lenders agent s trustee s to secure the repayment of moneys borrowed by the Company including temporary loans obtained from the Company s Bankers in the ordinary course of business Whilst no increase in the said limits is currently being proposed the Members approval is being sought pursuant to Section 180 of the Act by way of Special Resolutions The above proposals as set out in the Resolutions at Item Nos 1 and 2 of the Notice are in the interest of the Company and your Directors commend the same for approval by the Members None of the Directors Key Managerial Personnel of the Company or their respective relatives is in any way concerned or interested in the said Resolutions By order of the Board of Directors For TGB Banquets and Hotels Limited Sd Place Ahmedabad Kalpesh Kumar Mehta Date 21 07 2014 Company Secretary 4
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