SONATA SOFTWARE LIMITED
Contents
1. FOR and partially in AGAINST but the total number in FOR AGAINST taken together should not exceed your total shareholding If the Member do not want to cast select ABSTAIN After selecting the resolution you have decided to vote on click on SUBMIT A confirmation box will be displayed If you wish to confirm your vote click on OK else to change your vote click on CANCEL and accordingly modify your vote Once you CONFIRM your vote on the Resolution you will not be allowed to modify your vote Corporate institutional Members Corporate Fls foreign institutional investors trust mutual funds banks etc are required to send scan PDF format of the relevant resolution of the Board of Directors together with attested specimen signature of the duly authorized signatory ies who are authorized to vote to the Scrutinizer through e mail praveen prozoneworld com 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 https evoting karvy com or contact Mr Varghese P A of Karvy Computershare Pvt Ltd at 040 44655000 or at 1800 345 4001 toll free In case Members receiving Postal Ballot Form by Post a Initial password is provided at the bottom of the Postal Ballot Form b Please follow all steps from ii to xi as mentioned above to cast vote 2 LLI SONATA SOFTWARE SONATA SOFTWARE2. i i SONATA SOFTWARE SONATA SOFTWARE LIMITED CIN No L72200MH1994PLC082110 Registered Office 208 T V Industrial Estate S K Ahire Marg Worli Mumbai 400 030 Corporate Office 1 4 APS Trust Building Bull Temple Road N R Colony Bangalore 560 019 POSTAL BALLOT FORM Please read the instruction printed overleaf carefully before completing the form Postal Ballot No 1 Name and Registered Address of the sole first named Shareholder 2 Name s of the Joint Shareholder s if any 3 Registered Folio Number DP ID No Client ID No Applicable to investors holding Shares in dematerialized form 4 Number of Share s held I We hereby exercise my our vote s in respect of the Special Resolution to be passed through Postal Ballot for the business stated in the Notice dated July 11 2014 of the Company the Notice by sending my our assent or dissent to the said Resolution by placing the tick mark v at the appropriate column below Sr No Description No of Shares I We assent to I We dissent to the Resolution the Resolution FOR AGAINST Special Resolution under Section 180 1 a of the Companies Act 2013 for creating security interest over the Company s properties assets by way of mortgage lien charge etc Place Date Signature of the Member PLEASE SEND YOUR POSTAL BALLOT IN THE ENVELOPE ENCLOSED HEREWITH NOTE 1 Last date for receipt of Postal Ballot Form by the Scrutinizer
3. FOR and dissent in the column AGAINST by placing a tick mark in the appropriate column Unsigned Postal Ballot Forms will be rejected A Shareholder need not use all the votes nor needs to cast all the votes in the same way Duly completed Postal Ballot Form should reach the Scrutinizer not later than the close of working hours on August 07 2014 All Postal Ballot Forms received after this date will be treated as if reply from such Shareholder has not been received 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 date specified at item No 7 above Shareholders are requested not to send any other paper along with the Postal Ballot Form in the enclosed postage prepaid self addressed envelope Voting rights shall be reckoned on the paid up value of the shares registered in the name of the Shareholders on July 4 2014 The Scrutinizer s decision on the validity of a Postal Ballot Form will be final The result of the Postal Ballot will be announced by way of display at the Company s website for information of members besides communication of results to Stock Exchanges BSE and NSE Any query in relation to the resolution proposed to be passed by Postal Ballot may be addressed to Ms Priya Manoj Jaswani Company Secretary Sonata Software Limited APS Trust Building Bull Temple Road N R Colony Bangalore 560 01
4. RESOLVED THAT pursuant to the provisions of Sec 180 1 a and other relevant provisions if any of the Companies Act 2013 and relevant provisions of the Companies Act 1956 to the extent applicable and in supersession of earlier resolutions passed in this regard authority be and is hereby accorded to the Board of Directors of the Company to create security interest over the present or future properties or assets tangible or intangible movable or immovable current or fixed by way of mortgage charge and or hypothecation lien or pledge or otherwise create encumbrances if any in such form and on such terms and conditions and at such time or times as the Board may deem fit including the whole or substantially the whole of the undertaking s of the Company in favour of Banks financial institutions lending institutions companies institutional investors mutual funds bodies corporate or any other party ies directors shareholders other individuals or persons corporate whether Indian or foreign subject to compliance of other enabling provisions of other enactments as the case may be to the extent the Company is authorized to borrow monies for the purpose of business of the Company at any time or from time to time at its discretion that is to say Rs 300 crores Rupees Three Hundred Crores over and above the paid up share capital and free reserves from time to time and at any point of time whether by way of term loan project loan cash credit
5. 2014 Priya Manoj Jaswani Place Mumbai Company Secretary Page 4
6. LIMITED CIN No L72200MH1994PLC082110 Registered Office 208 T V Industrial Estate S K Ahire Marg Worli Mumbai 400 030 Corporate Office 1 4 APS Trust Building Bull Temple Road N R Colony Bangalore 560 019 POSTAL BALLOT NOTICE Dear Shareholder s Notice is hereby given that pursuant to Section 110 of the Companies Act 2013 read with Rule 22 of the Companies Management and Administration Rules 2014 whereby your Company seeks your consent by passing resolution through Postal Ballot in respect of the Special Business appended below instead of transacting such business in General Meeting of the Company The Explanatory Statement pursuant to Section 102 of the Companies Act 2013 relating to the Special Business is annexed hereto The Company has appointed CS Praveen Kumar D Practising Company Secretary as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner The Postal Ballot Form is enclosed You are requested to carefully read the instructions printed on the Postal Ballot Form and return the same duly completed in the enclosed postage pre paid envelope so as to reach the Scrutinizer not later than the close of working hours i e 18 00 hours on August 07 2014 Ballots received thereafter will be strictly treated as if no reply has been received from the Shareholder Upon completion of the scrutiny of the Postal Ballot Forms the Scrutinizer will submit his report to the Chairman or any
7. free reserves However it will have to secure the borrowings adequately to protect the interest of lenders by way of hypothecation pledge mortgage charge lien or any other form of security interest whatsoever to secure the borrowing amount The approval of the Members is necessary for creation of mortgage lien charge and or hypothecation on the present or future asset of the Company comprising of current or fixed by way of special resolution so as to secure the borrowing amount not exceeding Rs 300 crores over and above the paid up capital and free reserves The approval of Members is therefore now being sought by way of Special Resolution pursuant to Section 180 1 a of the Companies Act 2013 Disclosure of Interest of Directors and others as required under Section 102 1 read with the Proviso to Section 102 2 of the Companies Act 2013 a With respect to the Directors none of the Directors or their relatives are deemed to be concerned or interested financially or otherwise in passing the Resolutions b With respect to Key Managerial Personnel none of the Key Managerial Personnel or their relatives are deemed to be concerned or interested financially or otherwise in passing the Resolutions The Board of Directors recommends the passing of the proposed resolution Registered Office 208 T V Industrial Estate 2nd floor S K Ahire Marg Worli By Order of the Board Mumbai 400 030 for SONATA SOFTWARE LTD Date July 11
8. 07 2014 at 6 00 p m After entering these details appropriately click on LOGIN Members will now reach Password Change menu wherein they are required to mandatorily change their login password in the new password field The new password has to be minimum eight characters consisting of at least one upper case A Z one lower case a z one numeric value 0 9 and a special character System will prompt you to change your password and update any contact details like mobile no email ID etc on 1st login You may also enter the Secret Question 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 You need to login again with the new credentials On successful login system will prompt to select the Event i e Sonata Software Limited If you are holding shares in Demat form and had logged on to https evoting karvy com and casted your vote earlier for any company where the System Provider was Karvy Computershare Private Limited then your existing login id and password given earlier are to be used On the voting page you will see Resolution description and against the same the option FOR AGAINST ABSTAIN for voting Enter the number of shares which represents number of votes under FOR AGAINST ABSTAIN or alternatively you may partially enter any number in
9. 9 India Tel No 91 80 3097 2500 Email investor sonata software com PROCEDURE AND INSTRUCTIONS FOR VOTING Voting through Physical Postal Ballot Form 1 3 E Vo The Members are requested to carefully read the instructions printed in the Postal Ballot Form and return 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 before August 07 2014 to be eligible for being considered failing which it will be strictly treated as if no reply has been received from the Member The Members are requested to exercise their voting rights by using attached Postal Ballot Form only No other form or photocopy of the form is permitted Envelopes containing Postal Ballot Form if deposited in person or sent by courier at the expense of the Members will also be accepted ting Facility Process and Manner for members opting for e voting is as under i ii iii iv vi vii viii ix xi xii xiii Page Open your web browser during the voting period and navigate to https evoting karvy com Enter the login credentials i e user id amp password mentioned on the Postal Ballot Form Enter the Verification code i e please enter the alphabets and numbers in the exact way as they are displayed for security reasons Members can cast their vote online from July 15 2014 at 9 00 a m to August
10. August 07 2014 2 For e voting please refer the instructions under E Voting Facility ELECTRONIC VOTING PARTICULARS FOR POSTAL BALLOT EVEN E Voting Event Number USER ID PASSWORD PIN ELECTRONIC VOTING PARTICULARS FOR AGM EVEN E Voting Event Number USER ID PASSWORD PIN Page 1 10 11 12 13 INSTRUCTIONS A Shareholder desiring to exercise vote by Postal Ballot may complete this Postal Ballot Form and send it to the Scrutinizer in the enclosed postage pre paid self addressed envelope Postage will be borne and paid by the Company Envelopes containing Postal Ballots if sent by courier at the expense of the Shareholder will also be accepted This Form should be completed and signed by the Shareholder as per the specimen signature registered with the Company Depository Participants In case of joint holding this Form should be completed and signed by the first named Shareholder and in his absence by the next named Shareholder Exercise of vote by Postal Ballot is not permitted through proxy 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 Board Resolution Authority Where the form has been signed by a representative of the President of India or of the Governor of a State a certified copy of the nomination should accompany the Postal Ballot Form The consent must be accorded by recording the assent in the Column
11. Director of the Company The result of the Postal Ballot will be announced by way of display at the Company s website on or before August 09 2014 besides communication of results to Stock Exchanges BSE and NSE The date of declaration of the results of the Postal Ballot shall be the date on which the resolution would be deemed to have been passed by the Shareholders if approved by requisite majority The results of the Postal Ballot will also be noted at the next Annual General Meeting of your Company The Company is also offering e voting facility as an alternative for all the shareholders to enable them to cast their vote electronically instead of dispatching the Postal Ballot Form Kindly note that e voting is optional i e Shareholders have option to vote either through e voting or through the Postal Ballot Form If a Shareholder has opted for e voting then he she should not vote by Postal Ballot also and vice versa However in case Shareholders cast their vote both via physical ballot and e voting then voting through physical ballot shall prevail and voting done by e voting shall be treated as invalid The detailed procedure is provided in the instructions for Postal Ballot Form SPECIAL BUSINESS 1 APPROVAL FOR CREATING SECURITY INTEREST OVER THE COMPANY S PROPERTIES ASSETS BY WAY OF MORTGAGE LIEN CHARGE ETC To consider and if thought fit to pass with or without modifications the following Resolution as a Special Resolution
12. advances loans foreign currency loans bill discounting issuance of debentures bonds or otherwise fund based or non fund based together with the interest thereon at agreed rates compound interest additional interest liquidated damages commitment charges costs charges expenses and any fee or monies payable in connection therewith RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board of Directors or any Committee consisting of one or more directors which may be constituted for this purpose be and is hereby authorized to do all such acts deeds matters and things as it may in its absolute discretion consider necessary proper or desirable to execute any documents in connection therewith and to settle any question difficulty or doubt that may arise while implementing this resolution Registered Office 208 T V Industrial Estate 2nd floor S K Ahire Marg Worli By Order of the Board Mumbai 400 030 for SONATA SOFTWARE LTD Date July 11 2014 Priya Manoj Jaswani Place Mumbai Company Secretary Page 3 ANNEXURE TO THE NOTICE EXPLANATORY STATEMENT TO THE AGENDA NO 1 OF SPECIAL BUSINESS PROPOSED IN THE NOTICE Pursuant to Section 102 1 of the Companies Act 2013 In order to provide finance required for the diversified business activities of the Company the Board of Directors of the Company with the consent of shareholders can borrow money in excess of the aggregate of the paid up capital and
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