Athena Global Technologies Limited

CIN: L74140TG1992PLC014182

Regd Office: 3[rd] Floor, Western Wing, Ncc House Survey No-64, Madhapur Hyderabad- 500082. website: athenagt.com; Tel No: 040-2311 9633; E-mail: [email protected]

POSTAL BALLOT NOTICE

[Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014]

Dear Member,

Notice is hereby given pursuant to Section 110 of the Companies Act, 2013 (the “Act”) read with the Companies (Management and Administration) Rules, 2014 (including any statutory modification or re enactment thereof for the time being in force), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘Listing Regulations’) to the members of ATHENA GLOBAL TECHNOLOGIES LIMITED (“the Company”) and other applicable laws and regulations, that the resolutions appended below, in relation to:

SPECIAL BUSINESS:

1. AUTHORISATION TO THE BOARD OF DIRECTORS TO BORROW IN EXCESS OF THE PAID UP SHARE CAPITAL AND FREE RESERVES AS PER SECTION 180(1)(C) OF THE COMPANIES ACT, 2013:

To consider and if thought fit, to pass, with or without modification(s), the following resolution as a SPECIAL RESOLUTION:

“RESOLVED THAT pursuant to section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, the consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company (“the Board”) to borrow, from time to time, any sum or sums of money which together with the moneys already borrowed by the Company (apart from temporary loans obtained from the Company’s Bankers in the ordinary course of business) may exceed 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 of moneys so borrowed shall not, at any time exceed the limit of Rs.100 Crore (Rupees One Hundred Crores Only).

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds and things, to execute all such documents, instruments and writings as may be required and to delegate all or any of its powers herein conferred to a Committee constituted by the Board with power to the said Committee to sub-delegate its powers to any of its members.”

RESOLVED FURTHER THAT all such transaction(s) entered by the Company till date be and is hereby approved and ratified.

2. INVESTMENTS, LOANS, GUARANTEES AND SECURITY IN EXCESS OF LIMITS SPECIFIED UNDER SECTION 186 OF COMPANIES ACT, 2013.:

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 186 of the Companies Act, 2013 and any other applicable provisions of the Companies Act, 2013 and rules made there under (including any statutory modification thereof for the time being in force and as may be enacted from time to time), subject to such approvals, consents, sanctions and permissions, as may be necessary, and the Articles of Association of the Company and all other provisions of applicable laws, consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company to give loans and / or give any guarantee or provide security in connection with a loan to any company and / or acquire by way of subscription, purchase or otherwise, the securities of any company(ies) upto an aggregate amount not exceeding Rs 100 Crores notwithstanding that the aggregate of the loans or guarantees or securities so far given or to be given and/ or securities so far acquired or to be acquired by the Company may collectively exceed the limits prescribed under Section 186 of the Companies Act, 2013.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of the Company be and is hereby authorised to take from time to time all decisions and such steps as may be necessary for giving loans, guarantees or providing securities or for making such investments and to execute such documents, deeds, writings, papers and/or agreements as may be required and do all such acts, deeds, matters and things, as it may in its absolute discretion, deem fit, necessary or appropriate.

3. LOANS TO COMPANIES IN WHICH DIRECTORS ARE INTERESTED :

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 185 of the Companies Act, 2013 (‘Act’) and any other applicable provisions of the Act & Rules made there under read with the Companies (Amendment) Act, 2017 (including any statutory modification thereof for the time being in force and as may be enacted from time to time) and subject to such approvals, consents, sanctions and permissions, as may be necessary, provisions of other applicable laws, the Articles of Association of the Company, consent of the members of the Company be and is here by accorded to the Board of Directors of the Company (herein after referred to as the “Board”, which term shall include any Committee constituted by the Board or any person(s) authorized by the Board to exercise the powers conferred on the Board by this Resolution), to advance any loan including any loan represented by book debt, or give any guarantee or provide any security in connection with any loans / debentures / bonds etc. to entities which are a subsidiary or associate or joint venture of the Company, in whom any of the Director of the Company is interested upto an aggregate amount not exceeding Rs.100 crores (Rupees one hundred Crores Only) or in other currency for an equivalent amount.

“RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorised to take from time to time all decisions and such steps as may be necessary for giving loans, guarantees or providing securities and to execute such documents, deeds, writings, papers and/or agreements as may be required and do all such acts, deeds, matters and things, as it may in its absolute discretion, deem fit, necessary or appropriate.”

RESOLVED FURTHER THAT all such transaction(s) entered by the Company with its subsidiaries be and is hereby approved and ratified.

4. AUTHORISATION TO THE BOARD OF DIRECTORS OF THE COMPANY TO BORROW MONEYS BY WAY OF CREATING CHARGE ON THE ASSETS OF THE COMPANY:

To consider and if thought fit to pass with or without modification(s), the following resolution as SPECIAL RESOLUTION:

“RESOLVED THAT subject to the provisions of Section 180(1)(a) and all other applicable provisions, if any, of the Companies Act, 2013, the consent of the company be and is hereby accorded to the Board of Directors of the company to mortgage / to create charge in such form and manner with such ranking and at such time and on such terms and conditions as the Board may determine, on any of the movable or immovable properties of the company, both present and future and / or the whole or any part of the undertakings of the company together with the power to take over the management of the business and concern of the company in sustained events of defaults, in favour of any Bank / Financial Institution, or any lender(s), trustee(s) for securing the borrowings of the company to be availed by way of loans / Working Capital limits / Bank Guarantee or any other form and other debt instruments issued by the company from time to time not exceeding limits as approved under Section 180(1)(c), together with the interest at the respective agreed rates and in case of default all other applicable charges payable by the company, as specified in the trust deeds / agreement, etc or any other document entered into between the company and the lender(s) and containing such terms and conditions and comments in respect of enforcement of security as may be stipulated in that behalf and agreed between the Board of Directors/Committee thereof and the lenders or their trustees.

For and on behalf of the Board Athena Global Technologies Limited

Sd/- M Satyendra Chairman and Managing Director DIN: 01843557

Place: Hyderabad Date: 11.02.2019

NOTES:

The explanatory statement pursuant to Section 102 of the Companies Act,2013 and Rule 22 of the Companies (Management and Administration) Rules, 2014, (“Rules”) setting out all material facts in respect of the business specified in this notice and the reasons there to is annexed hereto. The Special Resolutions mentioned herein shall be declared as passed if the number of votes cast in its favour is not less than three times the number of votes cast against the said Special Resolution.
A copy of this notice together with Postal Ballot Form has been placed on the website of the Company www.athenagt.com and shall remain on the website until the last date for receipt of the postal ballots from the shareholders.
The postal ballot form for voting by shareholders is enclosed. Kindly note that the members can opt for only one mode of voting, i.e. either by physical postal ballot or by e-voting. If you are opting for e-voting, then do not vote by physical postal ballot and vice versa. In case members cast their vote by both physical postal ballot and e- voting, it may be noted that vote cast by them bye-voting shall prevail and votes cast through physical postal ballot will be treated as invalid.
In accordance with Rule 22(3) of the Rules, after the postal ballot is dispatched, an advertisement will be published in at least one English language and one vernacular language newspaper circulating in State of Telangana.
The Notice and the Postal Ballot Form, outlining the detailed procedures, will be mailed to such Shareholders whose names appear on the register of members of the Company/Depositories, or who are beneficial owners of Equity Shares as per the records of Depositories, on the cut-off date i.e. 15[th] February, 2019 and who have their email IDs registered with the Company/Depositories and for all remaining Shareholders who do not have their email IDs registered with the Company/ Depositories, the Notice along with Postal Ballot Form will be sent physically.
However, on receipt of a request to the Registrar a copy of Notice and Postal Ballot form in physical format from such Shareholder to whom Notice and Postal Ballot Form were e-mailed, the same shall be sent physically.
The Board of Directors have, at their meeting held on 11.02.2019, appointed Mr. Jineshwar kumar Sankhala, Company Secretary in Practice (CP No. 18365) as the scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.
Members are requested to read carefully the instructions printed on the postal ballot form and either: (a) return the form duly completed in the attached self-addressed envelope; or (b) vote by electronic means in the manner set out herein, in each case, so as to ensure that votes reach the scrutinizer on or before 5.00p.m. (17.00 hours IST) on the 24[th] day of March, 2019 (Sunday) (“Last Date”). The Voting period will commence on 23[rd] February, 2019 (Saturday), at 9 a.m. (9.00 hours IST).
The scrutinizer will submit his report to the Chairman/ any of the Director(s) of the Company as soon as possible after the last date of receipt of all postal ballots but not later than 48 hours thereof. Upon completion of the scrutiny of the postal ballot

votes, the result of the postal ballot will be announced on or before 26[th] March, 2019 at the registered office of the Company and by placing it, along with the scrutinizer’s report, on the website of the Company at www.athenagt.com and will also be communicated to the stock exchange where the equity shares of the Company are listed. The Special Resolutions, if approved, will be taken as passed effectively on the date of declaration of result.

Non Individual Shareholders and custodians should submit a scanned copy of the Board Resolution and/or Power of Attorney (POA), along with postal ballot form (for physical voting) and in case of e-voting Board Resolution and/or Power of Attorney (POA) shall be uploaded in PDF format in the system, for the scrutinizer to verify the same.
In accordance with Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Rule 20 and Rule 22 of the Rules, the Company is pleased to offer an e-voting facility to shareholders, and business connected with this postal ballot may be transacted by the shareholders through such e-voting system. Notice of this meeting has been sent to all shareholders who have registered their email ids with the Company or the Registrar and Transfer Agent/Depository Participants. Necessary arrangements have been made by the Company with Central Depository Services (India) Limited (‘CDSL’) to facilitate e-voting as an alternate to the dispatch of postal ballot forms. E-voting is optional and members shall have the option to vote either through e-voting or through submission of the postal ballot form. Kindly note that the members can opt for only one mode of voting i.e., either by physical ballot ore-voting. Shareholders who wish to vote through a ballot form may also down load the ballot form from the link www.athenagt.com or seek a duplicate form from RTA of the Company, fill in the details and send the same to the scrutinizer.
The instructions for shareholders voting electronically are as under:
(i) The voting period will commence on 23[rd] February, 2019 (Saturday) at 9 a.m. (9.00 hours IST) and will end on the 24[th] day of March, 2019 (Sunday) at 5.00 p.m. (17:00 hours IST). During this period members of the company, holding shares either in physical form or in dematerialized form, as on the cut-off date, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
(ii) The cut-off date for e-voting facility is 15[th] February, 2019 and members whose names appear on the register of members/list of beneficial owners shall been titled to avail the service.
(iii) The members should log on to the e-voting website www.evotingindia.com
(iv) Click on “Shareholders / Members” tab.
(v) Now Enter your User ID
- a. For CDSL: 16 digits beneficiary ID,
- b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
- c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(vi) Next enter the Image Verification as displayed and Click on Login.
(vii) 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.
(viii) If you are a first-time user follow the steps given below:

(viii) 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) • 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. • In case 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.
Dividend Bank Details or Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v).

(ix) After entering these details appropriately, click on “SUBMIT” tab.
(x) Members holding shares in physical form will then directly reach 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.
(xi) For Members holding shares in physical form, the details can be used only for e- voting on the resolutions contained in this Notice.
(xii) Click on the EVSN for the relevant Company i.e.., Athena Global Technologies Limited on which you choose to vote.
(xiii) 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.
(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xv) 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.
(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xvii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
(xviii) If a demat account holder has forgotten the login password, then Enter the User ID and the image verification code and click on Forgot Password & entering the details as prompted by the system.
(xix) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Please follow the instructions as prompted by the mobile app while voting on your mobile.

(xx) Note for Non – Individual Shareholders and Custodians

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian a re required to log on to www.evotingindia.com and register themselves as Corporates.
A scanned copy of the Registration Form bearing the stamp and sign of t h e entity should be emailed to [email protected].
After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
The list of accounts linked in the login should be mailed to helpdesk.evoting @cdslindia.com and on approval of the accounts they would be able to cast their vote.
A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
(xxi) 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.com, under help section or write an email to [email protected].

For and on behalf of the Board Athena Global Technologies Limited

Sd/- M Satyendra Chairman and Managing Director DIN: 01843557

Place: Hyderabad Date: 11.02.2019

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT,2013

Item Nos. 1 & 4

Section 180 (1) (c) of the Companies Act, 2013 provides that the Board of Directors cannot, except with the consent of the Company in a general meeting by means of a special resolution, borrow moneys which together with the moneys already borrowed by the Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business), in excess of 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.

In terms of provisions of the Companies Act, 2013, approval of the Members is sought by way of a special resolution for an amount not exceeding the borrowing limit of Rs.100 Crores.

The proposed borrowings of the Company, if necessary, be secured by way of charge / mortgage / hypothecation on the Company’s assets in favour of the security holders or any other lender(s). As the documents to be executed between the security holders / trustees for the holders of the said securities and the Company may contain the power to take over the management of the Company in certain events, it is necessary to pass a special resolution under section 180 (1) (a) of the Companies Act, 2013 for creation of charges / mortgages / hypothecations for an amount not exceeding the borrowing limit of Rs.100 Crore. Hence the approval of the Members is sought by way of a special resolution for the aforesaid limits. The Resolutions proposed under item nos. 1 and 4 are in the interest of the Company and the Board recommends the Resolutions for acceptance by the Members.

None of the Directors, Key Managerial Personnel of your Company or relatives of Directors/ Key Managerial Personnel is, in any way, deemed to be concerned or interested financial or otherwise in the said resolution except to the extent of their shareholding in the Company.

Item Nos. 2:

As per the provisions of Section 186 of the Companies Act, 2013, the Board of Directors of a Company can make any loan, investment or give guarantee or provide any security beyond the prescribed ceiling of

i) Sixty per cent of the aggregate of the paid-up capital and free reserves and securities premium account

ii) Hundred per cent of its free reserves and securities premium account, whichever is more,

As per the financial structure of the Company, the amount for which the company intend to make loans to any person or other bodies corporate; give any guarantee or provide security in

connection with a loan to any other body corporate or person; and acquire by way of subscription, purchase or otherwise securities of anybody is exceeds the limits allowed under Board Power. As per the provisions of Companies Act, 2013, where if the Company wants to give any loan or give guarantee or provide security in connection with loan taken by any other body corporate or to acquire by way of subscription, purchase or otherwise, the securities beyond the said limits, special resolution is required to be passed by the members of the Company authorising Board to make such investments, provide security and give guarantee. As a measure of achieving greater financial flexibility and to enable optimal financing structure, this permission is sought pursuant to the provisions of Section 186 of the Companies Act, 2013 to give powers to the Board of Directors or any duly constituted committee thereof, for making further investment, providing loans or give guarantee or provide security in connection with loans to companies for an amount not exceeding 100 crore.

The investment(s), loan(s), guarantee(s) and security (ies), as the case may be, will be made in accordance with the applicable provisions of the Companies Act,2013 and relevant rules made there under. These investments are proposed to be made out of own/ surplus funds/ internal accruals and or any other sources including borrowings, if necessary, to achieve long term strategic and business objectives. The Board accordingly recommends the members of the Company to pass the Special resolution.

Item No. 3:

The Company is expected to render support to its group companies for their business requirements, from time to time. Pursuant to the provisions of Section 185 of Companies Act,2013, the Company with the approval of members by way of special resolution, would be in a position to provide financial assistance by way of loan to other entities or give guarantee or provide security in respect of loans taken by such entities, for their principal business activities. The members may note that Board of Directors would carefully evaluate proposals and provide such loan, guarantee or security proposals through deployment of funds out of internal resources / accruals and/or any other appropriate sources, from time to time, only for principal business activities of the other entities. The Company’ s subsidiary(ies) explore various options to raise funds through loan/issuance of debentures/bonds etc. which may be backed by corporate guarantee of the Company. The proceeds raised by the subsidiary(ies) of the Company would be utilized for their principal business activities.

In terms of the amended Section 185 of the Act, a company may advance any loan including any loan represented by a bookdebt, or give any guarantee or provide any security inconnection with any loan taken by any person in whom any of the Director of the Company is interested subjct to the condition that approval of the shareholders of the Company is obtained by way of Special Resolution. In view of the above, the Board at its meeting held on 11[th] February, 2019, decided to seek approval of the shareholders pursuant to the amended provisions of Section

185 of the Act to advance any loan including any loan represented by book debt, or give guarantee or provide any security in connection with any loans /debentures etc. raised by any subsidiary company(ies) /body corporate or private companies/other group entities in whom any of the Director of the Company is interested upto an aggregate amount not exceeding Rs.100 Crores or in other currency for an equivalent amount. This will also enable the Company to provide the requisite corporate guarantee or security in relation to raising of loans/debentures etc. by the said subsidiary(ies)/body corporates, as and when it is raised

In view of this, the Board of Directors recommends resolution as set out in item no.3 for approval of the members of the Company by way of a Special Resolution.

Except for the Director(s) who are interested in the said subsidiary(ies) / Associates / Group Companies /entities, None of the Directors, Key Managerial Personnel of the Company and their relatives are, in anyway, concerned or interested, financially or otherwise, in the said resolution.

For and on behalf of the Board Athena Global Technologies Limited

Sd/-

M Satyendra Chairman and Managing Director DIN: 01843557

Place: Hyderabad Date: 11.02.2019