HT Media Limited
Contents
1. setting out the material facts and reasons therefor is annexed hereto alongwith a Postal Ballot Form the Form for consideration of the members For voting in physical mode Please read carefully the instructions printed on this Notice record your assent for dissent against on the Special Resolutions and return the same in original duly completed in the enclosed self addressed postage pre paid Business Reply Inland Letter if posted in India so as to reach the Scrutinizer latest by Tuesday the 9 September 2014 1730 Hours Any Postal Ballot Form received beyond the said date and time will not be valid For voting in electronic mode Please read carefully the instructions printed on this Notice The voting for recording assent for dissent against on the Special Resolutions will begin from 0930 hours Server time on Monday the 11 August 2014 till 1730 hours Server time on Tuesday the 9 September 2014 Thereafter the e voting module shall be disabled by Karvy for voting The Board of Directors has appointed Shri N C Khanna Company Secretary in Practice CP No 5143 as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner The Scrutinizer will submit his report addressed to the Chairperson or Company Secretary after completion of the scrutiny of the Postal Ballot forms e voting and the results of Postal Ballot will be announced on Friday the 12 September 2014 at 1700 hours at the Registe2. to all the Members of the Company M s Karvy Computershare Private Limited Company s Registrar and Share Transfer Agent R amp TA will be facilitating e voting to enable the Members to cast their votes electronically instead of dispatching Postal Ballot Form wherever e mail ID is registered E voting is optional Members holding shares in physical form can also cast their vote through e voting facility as outlined below 5 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 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 6 Inthe event the Special Resolutions are assented to by the requisite majority of Members by means of Postal Ballot the date of declaration of Postal Ballot result shall be deemed to be the date of passing of the said resolution 7 PROCEDURE AND INSTRUCTIONS FOR E VOTING a The procedure and instructions for e voting are as follows i Open your web browser during the voting period and navigate to https evoting karvy com ii Enter the login credentials i e user id amp password mentioned on the Postal Ballot Form Your Folio DP Client ID will be your User ID User ID For Members holding shares in Demat Form a Wit
3. 1800 345 4001 E mail investor hindustantimes com Fax 91 40 2342 0814 Tel 91 11 6656 1608 Fax 91 11 6656 1445
4. Ballot Form in the enclosed self addressed postage pre paid Business Reply Inland Letter Any extraneous paper found in such envelope would not be considered and will be destroyed by the Scrutinizer The consent must be accorded by recording the assent in the Column FOR and dissent in the Column AGAINST by placing a tick Y mark in the appropriate column A Member need not cast all the votes in the same way There will be only one Postal Ballot Form for every folio irrespective of the number of joint member s The Scrutinizer s decision on the validity of a Postal Ballot will be final and binding As an alternate the Company is pleased to offer e voting facility for all the Members to enable them to cast their votes electronically instead of dispatching Postal Ballot Form E voting is optional In case Members are interested to vote through e voting they may please follow the instruction mentioned in the Postal Ballot Notice to cast vote in electronic mode please refer S No 7 of the Notes to the Notice Contact details Registrar and Share Transfer Agent Compliance Officer M s Karvy Computershare Pvt Ltd Shri Dinesh Mittal Unit HT Media Limited Group General Counsel amp Company Secretary Plot No 17 24 Vittalrao Nagar HT Media Limited Madhapur Hyderabad 500 081 Hindustan Times House E mail id einward ris karvy com 18 20 Kasturba Gandhi Marg New Delhi 110 001 Tel 91 40 4465 5000 Toll Free No
5. F Format of Board Resolution Authority Letter etc together with attested specimen signature s of the duly Authorized Representative s to the Scrutinizer through e mail investor hindustantimes com with copy to evoting karvy com They may upload the same in the e voting module in their login The file scanned image of the Board Resolution should be in the naming format Corporate Name_ Event No xiii Members can cast their vote online from 0930 hours Server time on Monday the 11 August 2014 till 1730 hours Server time on Tuesday the 9 September 2014 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 https evoting karvy com or contact M s Karvy Computershare Private Limited at Telephone No 040 4465 5000 Toll Free No 1800 345 4001 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 Members who have registered their e mail IDs for receipt of documents in electronic mode under the Green Initiative of Ministry of Corporate Affairs are being sent Postal Ballot Notice by e mail and to others are sent by post along with Postal Ballot Form Members who have received Postal Ballot Notice by e mail and who wish to vote through Physical Postal Ballot Form can download Postal Ballot Form from the link https evoting karvy com T
6. HT Media Limited CIN L22121DL2002PLC117874 Registered Office Hindustan Times House 18 20 Kasturba Gandhi Marg New Delhi 110 001 Ph 91 6656 1608 Fax 91 6656 1445 E mail corporatedept hindustantimes com website www htmedia in Notice pursuant to Section 110 of the Companies Act 2013 Dear Member Notice is hereby given pursuant to Section 110 and other applicable provisions of the Companies Act 2013 the Act read together with the Companies Management and Administration Rules 2014 including any statutory modification or re enactment thereof for the time being in force that the resolutions appended below are proposed to be passed as Special Resolutions by way of Postal Ballot e Voting In terms of clause a and c of sub section 1 of Section 180 of the Act members approval by way of Special Resolution is required to sell lease or otherwise dispose of the whole or substantially the whole of the undertaking of the Company and to borrow money where the monies to be borrowed together with the monies already borrowed by the Company will exceed aggregate of paid up share capital and free reserves respectively Accordingly the members are requested to pass the proposed Special Resolutions through Postal Ballot either electronically or through physical ballot The Statement u s 102 of the Companies Act 2013 and Rule 22 of the Companies Management and Administration Rules 2014 pertaining to the said Special Resolutions
7. as clarified that the resolution passed u s 293 of the Companies Act 1956 prior to 12 September 2013 with reference to borrowings subject to the limits prescribed and or creation of security on assets of the Company will be regarded as sufficient compliance of the requirements of Section 180 of the Companies Act 2013 for a period of one year from the date of notification of Section 180 of the Companies Act 2013 With a view to comply with the provisions of Section 180 1 c of the Companies Act 2013 and the above clarification issued by the Government of India the resolution set out at item no 1 of the Notice is proposed for approval of the Members by way of Special Resolution The above proposal is 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 are in any way concerned in the said resolutions Item No 2 As the members may be aware an Ordinary Resolution was passed pursuant to Section 293 1 a of the Companies Act 1956 by way of Postal Ballot the result of which was announced on 11 July 2014 authorizing the Board of Directors inter alia to mortgage hypothecate and or otherwise charge alienate pledge create lien or other encumbrance or dispose of in any manner any or all immovable movable and or tangible intangible properties of the Company and or the whole or substantially the whole of the Com
8. deemed to have given their approval thereto expressly by the authority of this resolution Item No 2 To authorize mortgage hypothecation and or otherwise charge alienate pledge create lien or other encumbrance or dispose of in any manner any or all immovable movable and or tangible intangible properties of the Company in terms of Section 180 1 a of the Companies Act 2013 RESOLVED THAT in supersession of the Ordinary Resolution passed under Section 293 1 a of the Companies Act 1956 by way of Postal Ballot the result of which was announed on 11 July 2008 and pursuant to the provisions of Section 180 1 a and all other applicable provisions if any of the Companies Act 2013 and rules made thereunder including any amendment thereto or re enactment thereof consent of the Company 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 from time to time to mortgage hypothecate and or otherwise charge alienate pledge create lien or other encumbrance or dispose of in any manner any or all immovable movable and or tangible intangible properties of the Company wherever situated both present and future and or the whole or substantially the whole of the Company s any one or more of the undertakings or all the undertakings from time to time in favour of banks financial institutions trustees for debenture holde
9. dia the resolution set out at item no 2 of the Notice is proposed for approval of the Members by way of Special Resolution The above proposal is 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 are in any way concerned in the said resolutions By Order of the Board of Directors For HT Media Limited A Dinesh Mittal Group General Counsel amp Company Secretary Place New Delhi Date 28 July 2014 NOTES 1 The Statement pursuant to Section 102 of the Companies Act 2013 and Rule 22 of the Companies Management and Administration Rules 2014 for the proposed Special Resolutions setting out material facts and reasons therefor is appended to the Notice 2 The Postal Ballot Notice is being sent to all the Members whose names appear in the Register of Members list of Beneficial Owners received from National Securities Depository Limited NSDL Central Depository Services India Limited CDSL as on 25 July 2014 The voting shall be reckoned in proportion to a Member s share of voting rights on the paid up equity share capital of the Company as on 25 July 2014 4 In compliance with the provisions of Sections 108 and 110 and other applicable provisions of the Act read with the Companies Management and Administration Rules 2014 the Company is pleased to offer e voting facility as an option
10. h NSDL 8 Character DP ID followed by 8 Digits Client ID b With CDSL 16 digits beneficiary ID For Members holding shares in Physical Form Event number followed by Folio Number registered with the Company Password Your unique password is printed on the Postal Ballot Form via email forwarded through the electronic notice Captcha Enter the Verification code i e please enter the alphabets and numbers in the exact way as they are displayed for security reasons iii Please contact Company s R amp TA for any further clarifications on Telephone No 040 4465 5000 Toll Free No 1800 345 4001 iv After entering these details appropriately click on LOGIN v Members holding shares in Demat Physical form 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 Kindly note that this password can be used by the Demat account holders for voting on resolution of any other Company in which they are eligible to vote provided that Company opts for e voting through M s Karvy Computershare Private Limited e Voting platform System will prompt you to change your password and update any contact details like mobile no email ID etc on first login You may also enter the Secret Question and Answer
11. irms bodies corporate notwithstanding that the monies to be borrowed together with the monies already borrowed by the Company apart from temporary loans obtained to be obtained from the Company s bankers in the ordinary course of business will or may exceed the aggregate of the paid up share capital of the Company and its free reserves that is to say reserves which are available for distribution as dividend provided however that the total amount s so borrowed by the Board and outstanding at any point of time shall not exceed the sum of Rs 500 Crore Rupees Five Hundred Crore over and above the then aggregate of the paid up capital of the Company and its free reserves that is to say reserves which are available for distribution as dividend and that the Board be and is hereby authorized to finalize the terms and conditions of all such monies to be borrowed from time to time as to interest repayment security or otherwise as it may in its absolute discretion think fit RESOLVED FURTHER THAT for the purpose of giving effect to the foregoing resolution the Board be and is hereby authorized to do all such acts deeds matters and things as it may in its absolute discretion deem necessary proper or desirable and to settle any question difficulty doubt that may arise in respect of borrowing s as aforesaid without being required to seek any further consent or approval of the Members of Company or otherwise to the end and intent that they shall be
12. ntent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution By Order of the Board of Directors For HT Media Limited a Dinesh Mittal Group General Counsel amp Company Secretary Place New Delhi Date 28 July 2014 Statement pursuant to Section 102 of the Companies Act 2013 and Rule 22 of the Companies Management and Administration Rules 2014 Item No 1 As the members may be aware at the Annual General Meeting held on 31 July 2009 an Ordinary Resolution was passed pursuant to Section 293 1 d of the Companies Act 1956 authorizing the Board of Directors inter alia to borrow any sum of money from Banks Financial Institutions etc upto a sum of Rs 500 crores over and above the then aggregate of the paid up capital and free reserves of the Company In terms of the provisions of Section 180 1 c of the Companies Act 2013 which has come into effect from 12 September 2013 only with the consent of the Company by a Special Resolution the Board of Directors shall exercise the power to borrow money where the monies to be borrowed together with the monies already borrowed by the company exceeds aggregate of paid up share capital and free reserves of the company apart from temporary loans obtained from the Company s banker in the ordinary course of business The Ministry of Corporate Affairs Government of India vide General Circular no 04 2014 dated 25 March 2014 h
13. o seek duplicate Postal Ballot Form in case of non receipt of the same please contact our Registrar and Share Transfer Agent M s Karvy Computershare Private Limited Unit HT Media Limited Plot No 17 24 Vittalrao Nagar Madhapur Hyderabad 500 081 We request you to fill in the details and send the same to the Scrutinizer latest by Tuesday the 9 September 2014 1730 Hours PROCEDURE AND INSTRUCTIONS FOR VOTING THROUGH PHYSICAL POSTAL BALLOT FORM The procedure and instructions for voting by physical Postal Ballot Form are as follows a b c d A Member desiring to exercise vote by Postal Ballot may complete the enclosed Postal Ballot Form no other form or photocopy thereof is permitted and send it to the Scrutinizer Shri N C Khanna Company Secretary in Practice in the self addressed bearing the postal address of the Scrutinizer appointed by Board of Directors of the Company postage prepaid Business Reply Inland Letter printed on the backside of the Postal Ballot Form which shall be properly sealed with adhesive or adhesive tape However envelopes containing postal ballot form deposited in person or sent by courier or registered speed post at the expense of member will also be accepted A Member may download a duplicate Postal Ballot Form if so required from https evoting karvy com The Postal Ballot Form should be completed and signed by the Member as per his specimen signature registered with the Company R amp TA or Deposi
14. 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 vi You need to login again with the new credentials vii On successful login system will prompt to select the Event i e HT Media Limited viii 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 then your existing login id and password are to be used ix On the voting page you will see resolution description and against the same the option FOR or AGAINST for voting Enter the number of shares which represents number of votes under FOR or AGAINST or alternatively you may partially enter any number FOR and partially AGAINST but the total number FOR or AGAINST taken together should not exceed your total shareholding x 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 xi Once you CONFIRM your vote on the resolution you will not be allowed to modify your vote subsequently b c xii Corporate Institutional Members i e other than Individuals HUF NRI etc are required to send scanned certified true copy PD
15. pany s any one or more of the undertakings in favour of Banks Financials Institutions etc for securing any term loan or other loans granted or provided to the Company or any transactions connected therewith subject to the limits of borrowing approved by the Members under Section 293 1 d of the Companies Act 1956 In terms of the provisions of Section 180 1 a of the Companies Act 2013 which has come into effect from 12 September 2013 only with the consent of the Company by a Special Resolution the Board of Directors shall exercise the power to sell lease or otherwise dispose of the whole or substantially the whole of the undertaking of the Company or where the Company owns more than one undertaking of the whole or substantially the whole of any of such undertakings The Ministry of Corporate Affairs Government of India vide General Circular no 04 2014 dated 25 March 2014 has clarified that the resolution passed under Section 293 of the Companies Act 1956 prior to 12 September 2013 with reference to borrowings subject to the limits prescribed and or creation of security on assets of the Company will be regarded as sufficient compliance of the requirements of Section 180 of the Companies Act 2013 for a period of one year from the date of notification of Section 180 of the Companies Act 2013 With a view to comply with the provisions of Section 180 1 a of the Companies Act 2013 and the above clarification issued by the Government of In
16. red Office of the Company situated at Hindustan Times House 18 20 Kasturba Gandhi Marg New Delhi 110 001 The results of the Postal Ballot will be informed to the stock exchanges where the Company s shares are listed on the same day and uploaded on Company s website viz www htmedia in and on Karvy s website viz www evoting karvy com Special Resolutions proposed to be passed through Postal Ballot process Item No 1 Approval of borrowing s in excess of aggregate of paid up share capital and free reserves in terms of Section 180 1 c of the Companies Act 2013 RESOLVED THAT in supersession of the Ordinary Resolution passed under Section 293 1 d of the Companies Act 1956 at the Annual General Meeting held on 31 July 2009 the Board of Directors of the Company hereinafter referred to as the Board which term shall be deemed to include any Committee thereof be and is hereby authorized in accordance with the provisions of Section 180 1 c and all other applicable provisions if any of the Companies Act 2013 and rules made thereunder including any amendment thereto or re enactment thereof and the Articles of Association of the Company to borrow any sum or sums of money either in rupees or in such other foreign currencies as may be permitted by law from time to time at its discretion for the purpose of the business of the Company from including without limitation any one or more banks financial institutions and other persons f
17. rs and or any other persons for securing any term loan or other loans or any banking or financial or other facilities or arrangements granted or provided or to be granted or provided by them and securities partly fully non convertible to be issued by the Company or any transaction connected therewith with power to take over the management of the whole of the business and concern of the Company in certain events of defaults by the Company subject to the limits of borrowings approved by the Members under Section 180 1 c of the Companies Act 2013 together with interest compound additional interest commitment fee and other charges premium commission costs charges and expenses and other payments monies payable under any agreement or arrangement entered into or to be entered into with such banks financial institutions trustees for debenture holders and or any other persons on such terms and conditions and at such time or times and in such form and manner as the Board may deem fit in the best interests of the Company RESOLVED FURTHER THAT for purpose of giving effect to the foregoing resolution the Board be and is hereby authorized to do all such acts deeds matters and things as it may in its absolute discretion deem necessary proper or desirable and to settle any question difficulty or doubt that may arise in the said regard without being required to seek any further consent or approval of the Members of Company or otherwise to the end and i
18. tory Participant DP for shares held in physical form and dematerialized form respectively In case shares are jointly held this form should be completed and signed by the first named Member and in his her absence by the next named Member Unsigned Postal Ballot Form will be rejected The exercise of vote by Postal Ballot is not permitted through Proxy Duly completed Postal Ballot Form should reach the Scrutinizer latest by Tuesday the 9 September 2014 1730 Hours Postal Ballot Forms received after the said date and time will be treated as if reply from such member has not been received and shall not be counted for the purposes of passing the resolution The Company shall not be responsible for the loss or delay attributable to the Postal Department or for reasons beyond the control of the Company or the Postal Department 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 Letter together with duly attested specimen signature s of the authorized signatory ies Postal Ballot Form signed by the holder of Power of Attorney for and on behalf of a member must be accompanied by the requisite certified copy of the Power of Attorney If the Power of Attorney is already registered with the Company please quote the Registration No beneath the signature Members are requested not to send any other paper along with the Postal
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