notice object clause
Contents
1. Phase Il Chandigarh Website www emeraldfin com POSTAL BALLOT FORM Name s of the shareholder s Including joint holders if any Registered address of the sole First named shareholder Registered Folio Number DPID Client ID No Applicable to the shareholders holding shares In D materialized form Number of share held I we exercise my our vote in respect of the following resolutions to be padded through Postal Ballot for the businesses stated in the Postal Ballot Notice dated April 9 2015 of the Company by sending my our assent dissent to the said resolution by placing the tick mark at the appropriate boxed below Sr Description No of I we I We No shares assent to dissent to for which the the vote cast resolution resolution 1 Special Resolution To delete the object clause no 7 of the company Place Date Signatures of the Shareholder s In compliance with provisions of Section 110 of the Companies Act 2013 read with the companies Management and Administration Rule 2014 the Company is pleased to offer e voting facility as an alternate for its members to enable them to cast their votes electronically instead of dispatching Postal Ballot Form E voting is optional The instructions for Members for e voting are as under A In case of Members receiving e mail from CDSL i ii iii iv v vi vii viii ix x Open e mail and open2. been appointed as Scrutinizer for conducting the postal ballot e voting process in accordance with the Act and the Rules made hereunder and ina fair and transparent manner 4 As per Section 110 of the Act read with Rule 22 of the Companies Management and Administration Rules 2014 Notice of the Postal Ballot may be served on the members through electronic means Members who have registered their e mail IDs with the depositories or with the Company are being sent this Notice of Postal Ballot by e mail and the members who have not registered their e mail IDs will receive Notice of Postal Ballot along with the Postal Ballot Form by courier 5 The Postal Ballot Notice is being sent to all the shareholders whose names appear on the Register of Members list of Beneficial Owners as received from National Securities Depository Limited NSDL Central Depository Service India Limited CDSL as at close of business hours on 31 March 2015 6 A Postal Ballot Form and a postage prepaid self addressed business reply envelope are attached to this Notice The self addressed envelope bears the address to which duly completed Postal Ballot Form is to be sent 7 In compliance with the provisions of Section 110 of the Act read with Rule 22 of the Companies Management and Administration Rules 2014 and Clause 35 B of the Listing Agreement entered into by the Company with the Stock Exchange the Company has also extended e voting facility as an alternate for it
3. Digits Client ID c Members holding shares in Physical Form should enter Folio Number registered with the Company vii viii xii xiii xiv xv xvi Next enter the Image Verification as displayed and Click on Login If you are holding shares in demat form and had logged on to www evotingindia com and voted on an earlier voting of any company then your existing password is to be used If you are a first time user follow the steps given below For Members holding shares in Demat Form and Physical Form PAN Enter your 10 digit alpha numeric PAN issued by Income Tax Department Applicable for both demat shareholders as well as physical shareholders e Members who have not updated their PAN with the Company Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field e Incase the sequence number is less than 8 digits enter the applicable number of 0 s before the number after the first two characters of the name in CAPITAL letters Eg If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN Field DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd mm yyyy format Dividend Enter the Dividend Bank Details as recorded in your demat account or in the Bank company records for the said demat account or folio Details e P
4. EMERALD LEASING FINANCE amp INVESTMENT COMPANY LIMITED CIN No L65993DL1983PLC016993 Registered Office M 63 Third Floor Lajpat Nagar New Delhi 110024 Corporate Office SCO 7 Industrial Area Phase II Chandigarh 160002 Phone 01724603859 Website www emeraldfin com POSTAL BALLOT NOTICE Pursuant to Section 110 of the Companies Act 2013 read with the companies Management and Administration Rule 2014 To The Members NOTICE is hereby given pursuant to the provisions of Section 110 of the Companies Act 2013 Act read with Rule 22 of the Companies Management and Administration Rules 2014 including any statutory modification s or re enactment thereof for the time being in force Clause 35 B of the Equity Listing Agreement and other applicable laws and regulations to the shareholders of Emerald Leasing Finance amp Investment Company Limited that is proposed to transact the following businesses by the shareholders of the Company by passing the resolution through Postal Ballot or E Voting RESOLUTION NO 1 ALTERATION IN OBJECT CLAUSE TO CONSIDER AND IF THOUGHT FIT TO PASS WITH OR WITHOUT MODIFICATION S THE FOLLOWING RESOLUTION AS A SPECIAL RESOLUTION RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions of the Companies Act 2013 and the rules issued there under including any statutory modification s or re enactment thereof for the time being in force Object cl
5. PDF file viz Emerald Leasing Finance amp Investment Limited with your Client ID or Folio No as password The said PDF file contains your user ID and password for e voting Please note that the password is an initial password Launch internet browser by typing the following URL https www evotingindia com Click on Shareholder Login Put user ID and password as initial password noted in step i above Click Login Password change menu appears change the password with new password of your choice with minimum 8 digits characters or combination thereof Note new password It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential Home page of e voting opens Click on e voting Active Voting Cycles Select EVSN of Emerald Leasing Finance amp Investment Limited Now you are ready for e voting as Cast Vote page opens Cast your vote by selecting appropriate option and click on Submit and also Confirm when prompted Institutional 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 kanwalcs gmail com in with a copy marked to helpdesk evoting cdslindia com B In case of M
6. ause of the Memorandum of Association of the Company be and is hereby altered by new set of object clause as enclosed RESOLVED FURTHER THAT for the purpose of giving effect to this resolution Mr Sanjay Aggarwal Managing Director of the company be and is hereby authorized to do all such acts deeds matters and things as may be necessary for obtaining such approvals in relation to the above and to execute all such documents instruments and writings as may be required in this connection and to delegate all or any of its powers herein conferred to any other person By Order of the Board for Emerald Leasing Finance amp Investment Company Ltd Place Chandigarh Sanjay Aggarwal Date April 9 2015 Managing Director NOTES 1 An explanatory statement pursuant to Section 102 of the Act setting out material facts and reasons for the proposed resolutions are appended herein below 2 Pursuant to the provisions of Section 110 of the Act read with the Companies Management and Administration Rules 2014 a company is mandatorily required to in case of certain prescribed items of special business and has an option to in case of other items of special business seek the approval of the shareholders through Postal Ballot instead of getting it passed at a General Meeting Accordingly your approval is sought for the resolutions contained in this Notice through Postal Ballot 3 Mr Kanwaljit Singh Practicing Company Secretary FCS No 5901 has
7. embers receiving Postal Ballot Form by post 1 1 Initial password is provided as below at the bottom of the Postal Ballot Form EVEN USER ID PASSWORD PIN E VOTING EVENT NUMBER Please follow all steps from SI Mp ii to SI No x above to cast vote C In case of any queries you may refer the Frequently Asked questions FAQs for Members and e voting user manual for Members available at the downloads section of www evotingindia com D If you are already registered with CDSL 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
8. izer to verify the same In case of members receiving the physical copy Vi VII Please follow all steps from sl no i to sl no xvi above to cast vote The voting period begins on 16 April 2015 9 00 am and ends on 15th May 2015 5 00 am During this period shareholders of the Company holding shares either in physical form or in dematerialized form as on the cut off date 8 April 2015 may cast their vote electronically The e voting module shall be disabled by CDSL for voting thereafter In case you have any queries or issues regarding e voting you may refer the Frequently Asked Questions FAQs and e voting manual available at www evotingindia co in under help section or write an email to helodesk evoting cdslindia com 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 Once the vote on a resolution is cast by the shareholder the shareholder shall not be allowed to change it subsequently 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 the 8 April 2015 Mr Kanwaljit Singh Thanewal Practicing Company Secretary Membership No F 5901 has been appointed as the Scrutinizer to scrutinize the e voting process in a fair and transparent manner The Scrutinizer shall within a period not exceeding three 3 working da
9. lared at the Corporate Office of the Company EMERALD LEASING FINANCE amp INVESTMENT COMPANY LIMITED Corporate Office SCO 7 Industrial Area Phase II Chandigarh UT 160002 at 5 00 PM IST on 17 May 2015 The shareholders who wish to be present at the time of declaration of the results may do so at the said venue The result will also be posted on the website of the Company www emeraldfin com and intimated to the Stock Exchange on which the shares of the Company are listed The result of the Postal Ballot shall be published in the newspapers The date of declaration of postal ballot result will be taken as the date of passing the resolutions The Notice of Postal Ballot is also to be placed on the website of the Company www emeraldfin com Voting through Electronic means In compliance with provisions of Section 108 of the Companies Act 2013 and clause 35 B of Listing agreement the Company is pleased to provide members facility to exercise their right to vote for altering the object clause by electronic means and the business may be transacted through e Voting Services provided by Central Depository Securities Limited CDSL The instructions for members for voting electronically are as under In case of members receiving e mail i ii ii Log on to the e voting website www evotingindia com Click on Shareholders tab Now Enter your User ID a For CDSL 16 digits beneficiary ID b For NSDL 8 Character DP ID followed by 8
10. lease enter the DOB or Dividend Bank Details in order to login If the details are not recorded with the depository or company please enter the member id folio number in the Dividend Bank details field After entering these details appropriately click on SUBMIT tab Members holding shares in physical form will then reach directly the Company selection screen However members holding shares in demat form will now reach Password Creation menu wherein they are required to mandatorily enter their login password in the new password field Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote provided that company opts for e voting through CDSL platform It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential For Members holding shares in physical form the details can be used only for e voting on the resolutions contained in this Notice Click on the EVSN for Emerald Leasing Finance amp Investment Company Limited which is 150401003 On the voting page you will see RESOLUTION DESCRIPTION and against the same the option YES NO for voting Select the option YES or NO as desired The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution Click on the RESOLUTIONS FILE LINK if you wish t
11. o view the entire Resolution details 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 You can also take out print of the voting done by you by clicking on Click here to print option on the Voting page If Demat account holder has forgotten the changed password then Enter the User ID and the image verification code and click on Forgot Password amp enter the details as prompted by the system Institutional shareholders i e other than Individuals HUF NRI etc are required to log on to https www evotingindia co in and register themselves as Corporates They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity to helpdesk evoting cdslindia com After receiving the login details they have to create a user who would be able to link the account s which they wish to vote on The list of accounts should be mailed to helpdesk evoting cdslindia com and on approval of the accounts they would be able to cast their vote They should upload a scanned copy of the Board Resolution and Power of Attorney POA which they have issued in favour of the Custodian if any in PDF format in the system for the scrutin
12. on of existing sub clause 7 of the Main Object clause Therefore the main object of the company is required to be altered by deleting the above sub clause 7 Since the existing Memorandum of the company is based on the provisions of erstwhile Companies Act 1956 hence in order to make it in consonance with the new Companies Act 2013 the company is adopting new set of incidental object and deleting all other After due consideration the Board of Directors at its meeting held on 9 April 2015 suggested to alter object clause in the Memorandum of Association of the By virtue of Section 110 of the Companies Act 2013 read with Rule 22 of the Companies Management and Administration Rules 2014 approval of members by way of special resolution under postal ballot is a prerequisite to amend the objects clause of the Company and thus your approval is sought for the same Pursuant to clause 35 B of Listing agreement the option of electronic voting is also being provided to shareholders None of the Directors Key Managerial Personnel of Company and their relatives are in any way deemed to be concerned or interested financially or otherwise in the Special resolution as set out above The Board recommends the resolution 4 EMERALD LEASING FINANCE amp INVESTMENT COMPANY LIMITED CIN No L65993DL1983PLC016993 Registered Office M 63 Third Floor Lajpat Nagar New Delhi 110024 Phone 011 64645385 Corporate Office SCO 7 Industrial Area
13. s shareholders to enable them to cast their votes electronically instead of dispatching Postal Ballot Form 10 11 12 The Shareholder who do not received the Postal Ballot Form may apply to the Company at Regd office or write to EMERALD LEASING FINANCE amp INVESTMENT COMPANY LIMITED Corporate Office SCO 7 Industrial Area Phase II Chandigarh UT 160002 for receiving the duplicate thereof The members desiring to exercise their vote by Postal Ballot are requested to carefully read the instructions and record their assent Tick or dissent Tick to the items so listed by returning the same duly completed and signed in the attached postage pre aid self addressed envelope Postal Ballot Form s if sent by courier or registered speed post at the expense of the Shareholder 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 on or before the closing of working hours of 15 May 2015 to be eligible for being considered failing which it will be strictly treated as if no reply has been received from the Shareholder s Unsigned Postal Ballot Form s will be rejected The scrutinizer will submit his final report to the Chairman as soon as possible after the last date of receipt for Postal Ballot Forms but not later than the close of working hours of 17 May 2015 The results of the voting by Post Ballot will be dec
14. ys 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 The Results shall be declared on or after the AGM of the Company The Results declared alongwith the Scrutinizer s Report shall be placed on the Company s website www emeraldfin com and on the website of CDSL within two 2 days of passing of the resolutions at the AGM of the Company and communicated to the Bombay Stock Exchange Limited where the shares of the Company are listed EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013 Item No 1 The Company is presently engaged in the business of Direct Selling Agents DSA Direct marketing agents DMA and facilitator for various banks financial institutions Non Banking Financial Companies and other lenders for selling distributing of financial products bonds shares Loans credit cards saving schemes or any other financial products or services In the current market scenario the company is contemplating to diversify its activities by entering into business of Non Banking Finance Companies for which permission of Reserve Bank of India is required The company has already filed an application with The Reserve Bank of India in this regard The Reserve Bank of India has sought some modification in the main object clause of the company by deleti
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