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1. A bag m ba Place Kolkata Sandeep Lakhotia Dated 9th November 2012 Company Secretary JiMPRAD INU LURE NERA STH rrp DTA cats 700 itcanvestar relations sre ECO WRA STROC TURE Ay ey STRUC TORE eof the Com achd a Fma Fa tes wouldr TL We dissent to the Resolution _ Vote Against INSTRUCTIONS 1 Pursuant to the provisions of Section 192A of the Companies Act 1956 read with the Companies Passing of the Resolution by Postal Ballot Rules 2011 the assent or dissent of the shareholders in respect of the resolutions as per the Postal Ballot Notice shall be determined through Postal Ballot e Voting 2 The Company is pleased to offer e voting facility to enable the Shareholders to cast their vote electronically instead of despatching Postal Ballot The detailed procedure is enumerated in the Notes to the Postal Ballot Notice 3 A Shareholder desiring to exercise his her vote by postal ballot may complete this form and send it to the Scrutiniser appointed by the Company in the attached prepaid self addressed envelope Postage will be borne and paid by the Company However envelopes containing Postal Ballot if sent through courier or by registered post at the expense of the Shareholder will also be accepted The Shareholders residing outside India should stamp the envelopes appropriately 4 In terms of provisions of Rule 5 b of the Companies Passing2. as may be considered desirable or expedient by the Board in the best interests of the Company and its Members 2 To consider and if thought fit to accord assent dissent to the following resolution as a Special Resolution RESOLVED THAT pursuant to the provisions of Section 149 2A and other applicable provisions if any of the Companies Act 1956 consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company as they deem fit from time to time for commencement of the new business pursuant to Sub clause 42 of Clause I C Other Objects of the Memorandum of Association of the Company RESOLVED FURTHER THAT the Board of Directors of the Company hereinafter referred to as the Board which expression shall deem to include any Committee thereof be and is hereby authorised to do all such acts deeds and things in connection with the commencement of new business including filing of necessary e forms with the Registrar of Companies and such other regulatory authorities as may be necessary and expedient By Order of the Board of Directors For Srei Infrastructure Finance Limited a cg N Place Kolkata Sandeep Lakhotia Dated 9th November 2012 i Company Secretary NOTES 1 Explanatory Statement explaining the reasons for the proposed Special Resolutions pursuant to Section 173 2 read with Section 192A of th Companies Act 1956 is annexed to this Notice 2 The Notice is being sent
3. of the Resolution by Postal Ballot Rules 2011 Dr K R Chandratre Practising Company Secretary pue has been appointed as the Scrutiniser for conducting the Postal Ballot 5 Duly completed Postal Ballot Form should reach the Scrutiniser not later than the close of working hours on Thursday 20th December 2012 All Postal Ballot Forms received after this date will be strictly treated as ifreply from such Shareholder has not been received 6 Voting rights shall be reckoned on paid value of shares registered in the name of Shareholder on the cut off date which is 9th November 2012 7 There shall be one Postal Ballot for each folio irrespective of the number of joint holders A proxy shall not exercise the Postal Ballot A Shareholder need not use all the votes nor does he a to cast all the votes in the same way 8 The Postal Ballot Form should be completed and signed by the Shareholder as per the Specimen Signature registered with the Company Depository Participant In case of joint holding this form should be completed and signed by the first named Shareholder and in bis her absence by the next named Shareholder In case of corporate Shareholders the form should be signed by an authorised signatory whose signature is already registered with the Company and a Board resolution duly certified be attached to the Ballot Paper 9 Incomplete unsigned or incorrect Postal Ballot Forms will be rejected The Scrutiniser s decision on th
4. to all the Members of the Company whose names appear in the Register of Members Record of Depositories as of 9th November 2012 3 Members are requested to carefully read the instructions printed on the backside of the Postal Ballot Form before exercising their vote 4 The Company has appointed Dr K R Chandratre Practising Company Secretary Pune as the Scrutiniser for conducting the Postal Ballot exercise in a fair and transparent manner 5 Please read carefully the instructions printed in the Postal Ballot Form and either vote electronically through www evotingindia com detailed instruction in this regard is mentioned hereunder OR return the Postal Ballot Form no other form or photocopy is permitted duly completed in the attached self addressed postage pre paid envelope so as to reach the Scrutiniser at the Registered Office of the Company by not later than the close of working hours on Thursday 20th December 2012 Electronic vote or Postal Ballot Forms received after this time and date will be strictly treated as if the reply from the concerned Member has not been received 6 In compliance with provisions of Section 192A of the Act read with the Companies Passing of the Resolution by Postal Ballot Rules 2011 the Company is pleased to offer e voting facility for all the Members of the Company For this purpose the Company has entered into an agreement with NSDL for facilitating e voting to enable the Members to cast their votes el
5. 2 15 61607734 Fax 91 33 22857542 8501 Email corporate srei com Website www srei com w rE SPECIMEN SREI SREI INFRASTRUCTURE FINANCE LIMITED Registered Office Vishwakarma 86C Topsia Road South Kolkata 700 046 Website www srei com Email investor relations srei com POSTAL BALLOT NOTICE Pursuant to Section 192A of the Companies Act 1956 To The Members NOTICE is hereby given that pursuant to Section 192A of the Companies Act 1956 read with the Companies Passing of the Resolution by Postal Ballot Rules 2011 Rules and other applicable provisions if any approval of the Members of the Company is sought by way of Postal Ballot to the following resolutions 1 To consider and if thought fit to accord assent dissent to the following resolution as a Special Resolution RESOLVED THAT pursuant to the provisions of Section 17 and all other applicable provisions if any of the Companies Act 1956 hereinafter referred to as the Act including any statutory modification or re enactment thereof for the time being in force read with Section 192A of the Act and Companies Passing of the Resolution by Postal Ballot Rules 2011 as amended relevant provisions of Listing Agreement the Articles of Association of the Company and subject to necessary approvals as may be required if any in this regard from appropriate authorities and subject to such terms and conditions as may be imposed by th
6. SRE SIFL SECT EC I2 13 406 November 20 2012 The Secretary The Calcutta Stock Exchange Limited 7 Lyons Range Kolkata 700 001 Fax 033 2210 4500 4491 2230 3020 Dear Sir Sub Postal Ballot Notice and Form Please ngte that the Company has on November 19 2012 completed the despatch of Postal Ballot Notice and Form pursuant to Section 192A of the Companies Act 1956 in felation to the Special Resolution seeking Shareholders approval to amend the Objects Clause of the Memorandum of Association of the Company to enable the Company to set up the White Label ATMs and to commence the business thereof The result of the Postal Ballot will be declared on Friday December 21 2012 A specimen copy of the Postal Ballot Notice along with the Postal Ballot Form circulated to Shareholders of the Company is enclosed herewith for your record Thanking y you Yours sincerely For Srei Infrastructure Finance Limited as b Lier Company Secretary Encl as above ce The Secretary 1 Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Fax 022 2272 2037 2039 2041 2 National Stock Exchange of India Limited Exchange Plaza Sth Floor Plot no C 1 G Block Bandra Kurla Complex Bandra E Mumbai 400 051 Fax 022 2659 8237 38 2659 8347 48 Srei infrastructure Finance Limited Registered Office Vishwakarma 86C Topsia Road South Kolkata 700 046 Fel 91 33 2285011
7. ating White Label ATMs Section 17 of the Companies Act 1956 stipulates that the Objects Clause of the MOA can be altered by a Special Resolution passed by the Members of the Company Section 192A of the Companies Act 1956 read with Companies Passing of the Resolution by Postal Ballot Rules 2011 provides that the consent of the Members of the Company for this purpose shall be obtained by means of Postal Ballot Accordingly it is proposed to seek the Members approval by way of Postal Ballot for the amendment to the Object Clause of the Memorandum of Association by inserting new Sub clause 42 after the existing Sub clause 41 under Clause HI C Other Objects Pursuant to Section 149 2A of the Companies Act 1956 approval of the Members is necessary by way of Special Resolution before commencement of any new business Accordingly approval of the Members is sought for commencement and carrying out of the new business and activity of establishing White Label ATM Networks as mentioned in Sub clause 42 under Clause III C Other Objects of the MOA The Board therefore recommends the Resolutions as set out in Item Nos 1 and 2 of the Notice to be passed as Special Resolutions by the Members None of the Directors of the Company are in any way concerned or interested in the proposed Special Resolutions except to the extent of securities of the Company held by them By Order of the Board of Directors For Srei Infrastructure Finance Limited
8. e validity of a Postal Ballot shall be final and binding 10 Shareholders are requested not to send any other paper along with the Postal Ballot Form in the enclosed self addressed reply envelope as all such envelopes will be sent to the Scrutiniser and any extraneous paper found in such envelope would be destroyed by the Scrutiniser 11 The result of voting by Postal Ballot shall be announced by the Chairman or in his absence by any person so authorised by the Chairman on Friday the 21st December 2012 at 3 00 p m at the Registered Office of the Company at Vishwakarma 86C Topsia Road South Kolkata 700 046 and the resolutions will be taken as passed effectively on the date of announcement of the result The result of the Postal Ballot will also be posted on the website of the Company www srei com and also in the newspaper s for information of the Shareholders 12 Shareholders may if they so desire address any query in relation to the aforesaid Resolutions to Mr Sandeep Lakhotia Company Secretary at the Registered Office of the Company
9. ectronically instead of despatching Postal Ballot Form i The instructions for Shareholders for e voting are as under a Incase of Shareholders receiving e mail from NSDL i Open e mail and open PDF file viz Srei Info e Voting pdf 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 ii Launch internet browser by typing the following URL https www evoting nsdl com 10 il iii Click on Shareholder Login iv Put user ID 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 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 of Srei Infrastructure Finance 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 Shareholders i e other than indi
10. em the Object Clause of the Memorandum of Association of the Company be and is hereby amended by inserting new Sub clause 42 after the existing Sub clause 41 under Clause III C Other Objects of the Memorandum of Association 42 To establish and carry on the business of White Label ATM networks in terms of Payment and Settlement Systems Act 2007 independently or in association with other services providers as a joint venture or otherwise RESOLVED FURTHER THAT Mr Hemant Kanoria Chairman amp Managing Director and Mr Sandeep Lakhotia Company Secretary of the Company be and are hereby severally authorised to accept such terms and conditions alterations suggestions stipulations amendments or modification as may be required or suggested by the Registrar of Companies Reserve Bank of India or any other Statutory Authorities in this regard RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution the Board of Directors of the Company hereinafter referred to as the Board which expression shall deem to include any Committee thereof be and is hereby authorised to do all such acts deeds matters and things as may be deemed necessary and settle any or all questions matters arising with respect to the above matter and to execute all such deeds documents agreements and writings as may be necessary for the purpose of giving effect to this resolution take such further incidental and ancillary steps in this regard
11. ng shall prevail and voting done through Physical Ballot will be treated as invalid The Scrutiniser shall submit his report to the Chairman of the Company or in his absence to any other designated Director of the Company after completion of scrutiny of e voting and Postal Ballot Forms received The result of voting by Postal Ballot shall be announced by the Chairman or in his absence by any person so authorised by the Chairman on Friday the 21st December 2012 at 3 00 p m at the Registered Office of the Company at Vishwakarma 86C Topsia Road South Kolkata 700 046 and will be communicated to the BSE Limited National Stock Exchange of India Limited and The Calcutta Stock Exchange Limited where the Equity shares of the Company are listed The date of announcement of the result of the Postal Ballot shall be taken to be the date of passing of the resolutions if the result of the Postal Ballot indicates that the requisite majority of the Members had assented to the Resolutions All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection at the Registered Office of the Company during office hours on all working days except Saturdays between 11 00 a m to 2 00 p m up to the date of declaration of the result of Postal Ballot Explanatory Statement and reasons for the proposed Resolutions pursuant to Section 173 2 read with Section 192A of the Companies Act 1956 Item N
12. os 1 and 2 In terms of existing rules regulations only banks are permitted by the Reserve Bank of India RBD to set up Automated Teller Machines ATMs as extended delivery channels In spite of the banks pioneering efforts in setting up ATMs across the Country the penetration of ATMs into tier II and tier II cities in the Country has been on the lower side over the years Keeping in view this fact the RBI vide its circular no DPSS CO PD No 2298 02 10 002 2011 2012 dated 20th June 2012 has permitted non banking entities to set up ATMs known as White Label ATMs after obtaining authorisation from the RBI under the Payment and Settlement Systems PSS Act 2007 The Company is a Holistic Infrastructure Institution playing a significant role in nation building for over two decades both in urban and rural India The Company s business includes Infrastructure Project Finance Advisory and Development Infrastructure Equipment Finance Venture Capital Capital Market and Insurance Broking The Board of Directors of the Company is of the opinion that setting up White Label ATMs across the Country either independently or in association with other service providers as a joint venture or otherwise would help the Company increase its visibility and products basket in the long run One of the eligibility criteria for setting up of White Label ATMs is that the Memorandum of Association MOA of the applicant entity must cover the proposed activity of oper
13. viduals 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 Scrutiniser through e mail at investor relations srei com with a copy marked to evoting nsdl co in b In case of Shareholders receiving Postal Ballot Form by Post 06 Initial passwords is provided as below at the bottom of the Postal Ballot Form EVEN o RD Password _ leetronic Voting Event Number E A EES is Gi Please follow all steps from S1 No ii to Sl No xii above to cast vote c 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 d If you 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 Kindly note that the Members can opt only one mode of voting i e either by Physical Ballot or e voting If you are opting for e voting then do not vote by Physical Ballot also and vice versa However in case Members cast their vote by e voting and Physical Ballot then voting done by e voti
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