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Easy Trip Planners Limited — Proxy Solicitation & Information Statement 2022
Oct 11, 2022
59372_rns_2022-10-11_f654e5b2-76e1-4066-8d35-9b488178d6f5.pdf
Proxy Solicitation & Information Statement
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October 11, 2022
| BSE Ltd. P J Towers, Dalal Street, Fort Mumbai – 400001 Scrip Code: 543272 |
National Stock Exchange of India Limited (NSE). Exchange Plaza, Bandra Kurla Complex, Bandra East, Mumbai – 400051 Symbol: EASEMYTRIP |
|---|---|
Subject: Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Postal Ballot Notice
Dear Sir / Madam,
Pursuant to the provisions of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, copy of the Postal Ballot Notice dated October 10, 2022 along with explanatory statement, seeking approval of Members of the Company by way of Ordinary Resolution for bonus issue, sub-division of equity shares and increase in authorized share capital and MOA alteration are attached.
In compliance with the General Circulars Nos. 14/2020, 17/2020, 22/2020, 33/2020 and 39/2020 dated April 8, 2020, April 13, 2020, June 15, 2020, September 28,2020 and December 31, 2020 and June 23, 2021 respectively issued by the Ministry of Corporate Affairs ("the MCA Circulars"), the Postal Ballot Notice have been sent electronically to all the shareholders who have registered their email addresses with the Company/Registrar and Share Transfer Agent/Depository/Depository Participants and whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, October 07, 2022. The physical copy of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope are not being sent to the shareholders for this Postal Ballot and shareholders have been requested to communicate their assent or dissent through the remote e-voting system only provided by Registrar and Share Transfer Agent.
Remote e-voting period shall commence on Wednesday, October 12, 2022 (09:00 A.M. IST) and end on Thursday, November 10, 2022 (05.00 P.M. IST) (both days inclusive). The results of the remote e- voting shall be announced not later than by 05.00 P.M. (IST) on Monday, November 14, 2022 and the same will be communicated to the Stock Exchanges along with the Scrutinizer's report within the prescribed time.
Request you to kindly take the same on record.
Thanking you,
For Easy Trip Planners Limited
PRIYANK Digitally signed by PRIYANKA TIWARI A TIWARI Date: 2022.10.11 19:07:36 +05'30'
Priyanka Tiwari Company Secretary and Chief Compliance Officer Membership No.: A50412
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EASY TRIP PLANNERS LIMITED
Registered Office: 223, FIE, Patparganj Industrial Area, Delhi-110092
E-mail id: EASY TRIP PLANNER [email protected], website: S LIMITED www.easemytrip.com Registered Office: 223, FIE, Patparganj Industrial Area, Delhi-110092 CIN No. L63090DL2008PLC179041 E-mail id: [email protected], website: www.easemytrip.com
CIN No. L63090DL2008PLC179041
POSTAL BALLOT NOTICE
(Notice pursuant to Section 110 of the Companies Act, 2013, read with Rule 22 of Companies (Management & Administration) Rules, 2014, each as amended and applicable circulars issued by the Ministry of Corporate Affairs, Government of India)
Dear Members,
otice is hereby given that the resolutions N set out below are proposed to be passed by the Members of Easy Trip Planners Limited (“the Company”) by means of Postal Ballot through remote e-voting only pursuant to the provisions of Sections 108 and 110 and all other applicable provisions of the Companies Act, 2013 (“the Act”) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) (including any statutory modification(s) or reenactment(s) thereof, for the time being in force) and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs, inter-alia, for conducting Postal Ballot through e-voting vide General Circulars Nos. 14/2020, 17/2020, 22/2020, 33/2020, 39/2020, 10/2021, 20/2021 and 02/2022 dated April 8, 2020, April 13, 2020, June 15, 2020, September 28, 2020, December 31, 2020, June 23, 2021, December 08, 2021 and May 05, 2022 respectively (“MCA Circulars”), Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), Secretarial Standard - 2 issued by the Institute of Company Secretaries of India and other applicable laws and regulations, if any. The explanatory statement pursuant to Section 102(1) of the Act setting out all material facts relating to the resolution mentioned in this Postal Ballot Notice is attached.
In view of the current circumstances prevailing due to COVID-19 pandemic and in furtherance to the MCA Circulars and pursuant to Section 110 of the Act and the Rules made thereunder, the Company will send this Postal Ballot Notice
(“Notice”) along with explanatory statement and remote e-voting instructions are being sent only through electronic mode to all those Members whose e-mail address are registered with the Company/Registrar and Share Transfer Agent (“RTA”) or Depository/Depository Participants and whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on 07[th ] October, 2022. In compliance with the requirements of the MCA Circulars, physical copy of Postal Ballot Notice along with Postal Ballot Forms and prepaid business envelope will not be sent to the shareholders for this Postal Ballot and shareholders are required to communicate their assent or dissent through the remote e- voting system only.
The Board of Directors of the Company have appointed Mrs. Manisha Gupta (CP No. 6808), Proprietor of M/s. Manisha Gupta & Associates, Practicing Company Secretaries, New Delhi, as Scrutinizer for conducting the Postal Ballot through remote e-voting process in a fair and transparent manner and she has communicated her willingness to be appointed and will be available for the said purpose.
In compliance with the provisions of Sections 108 and 110 of the Act read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI LODR Regulations and the MCA Circulars, the Company has provided remote electronic voting (“remote e-voting”) facility
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EASY TRIP PLANNERS LIMITED
Registered Office: 223, FIE, Patparganj Industrial Area, Delhi-110092 E-mail id: [email protected], website: www.easemytrip.com CIN No. L63090DL2008PLC179041
only for this postal ballot process. The Company has engaged the services of M/s. KFin Technologies Limited (“KFIN or KFintech”), to provide remote e-voting facility to the Members of the Company. Please refer the instructions for remote e-voting given after the proposed resolution for the process and manner in which remote e-voting is to be carried out.
Remote e-voting period shall commence on 12[th] October, 2022 (9:00 A.M. IST) and end on 10[th] November, 2022 (5.00 P.M. IST) (both days inclusive). Members are requested to carefully read the instructions while expressing their assent or dissent and cast vote via remote e- voting by not later than the close of working hours at 5.00 P.M. (IST) on 10[th] November, 2022
Upon completion of remote e-voting, the Scrutinizer will submit her report to the Chairman of the Company or any other person authorized by him in writing, who shall countersign the same. The Results of postal ballot will be announced not later than by 5.00 P.M. (IST) on 14[th] November, 2022 at the Corporate Office of the Company. The said result along with the Scrutinizer’s report would be displayed at the Registered and Corporate Office of the Company, communicated to National Stock Exchange of India Limited and BSE Limited where the shares of the Company are presently listed. Additionally, the Results will also be uploaded on the Company’s website viz. www.easemytrip.com and on website of NSDL viz. https://www.evoting.nsdl.com.
SPECIAL BUSINESSES:
Item No. 1 – Sub-division of equity shares of the Company:
To consider and, if thought fit, to pass the following Resolution as Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 61(1)(d), and all other applicable provisions of the Companies Act, 2013 Companies (Share Capital and Debentures) Rules, 2014, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [including any statutory modification(s) or reenactment(s) thereof, for the time being in force], relevant provisions of the Articles of Association of the Company and subject to such permissions, sanctions and approvals as may be required in this respect, approval of the Members of the Company be and is hereby accorded for sub-division of each existing equity share of face value of Rs. 2/- (Rupees Two only) into Two (2) equity shares of face value of Rs. 1/- (Rupee One only) fully paid- up, on such date as may be fixed by the Board of Directors (hereinafter referred to as ‘the Board’, which expression shall be deemed to include a Committee of Directors duly constituted or to be constituted by the Board) for this purpose (‘record date’).
RESOLVED FURTHER THAT upon sub-division of the equity shares, the share certificates in respect of the existing equity shares of face value of Rs. 2/- held in physical form shall be deemed to have been automatically cancelled and be of no effect from the record date and thereon the Company may without requiring
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EASY TRIP PLANNERS LIMITED
Registered Office: 223, FIE, Patparganj Industrial Area, Delhi-110092
E-mail id: [email protected], website: www.easemytrip.com CIN No. L63090DL2008PLC179041
the surrender of the existing share certificates credit the new Equity Shares or issue new Equity Share Certificates, as the case may be, in accordance with the applicable provisions of the SEBI Regulations within the period prescribed AND THAT in case of equity shares are held in dematerialised form, the new Equity Shares shall be credited to the beneficiary accounts of the Members with their respective depository participants, in lieu of the existing credits representing the equity shares of the Company before sub-division.
RESOLVED FURTHER THAT the sub-divided shares shall be subject to the terms and conditions contained in Memorandum of Association and Articles of Association of the Company.
RESOLVED FURTHER THAT the Board be and is hereby authorised to make appropriate adjustments due to sub-division of shares, to the stock options which have been granted under its Employee Stock Option Scheme, Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 or Securities and Exchange Board of India (Share Based Employee Benefits And Sweat Equity) Regulations, 2021, as amended from time to time, such that the exercise price for all outstanding stock options (vested but not exercised and unvested stock options), the number thereof and the number of stock options available for future grant(s) as on the record date shall be proportionately adjusted.
RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolution, the Board be and is hereby authorised to give such
directions, as they may in their absolute discretion deem necessary, proper or desirable, to apply for requisite approvals, sanctions of the statutory or regulatory authorities, as may be required, to sign, execute necessary applications, papers, documents, undertakings and other declarations for submission with stock exchanges, Registrar of Companies, Registrar & Share Transfer Agents, depositories and/or any other regulatory or statutory authorities, to appoint legal representatives, advocates, attorneys, including to settle any questions, doubts or difficulties that may arise in this respect without requiring to obtain any further approval of the Members of the Company to the end and intent that they shall be deemed to have given their approval thereto and for matters connected therewith or incidental thereto expressly by the authority of this resolution.”
Item No. 2 – Issue of Bonus Shares
To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:
“ RESOLVED THAT in accordance with the provisions of Section 63 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Share Capital and Debentures) Rules, 2014, relevant provisions of Memorandum of Association and Articles of Association of the Company, the Securities and Exchange Board of India (‘SEBI’) (Issue of Capital and Disclosure Requirements) Regulations, 2018, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, [including any statutory modification(s) or re-
3
EASY TRIP PLANNERS LIMITED
Registered Office: 223, FIE, Patparganj Industrial Area, Delhi-110092
E-mail id: [email protected], website: www.easemytrip.com CIN No. L63090DL2008PLC179041
enactment(s) thereof, for the time being in force] and other applicable regulations, rules and guidelines issued by SEBI and the Reserve Bank of India (‘RBI’) from time to time, and subject to such approvals, consents, permissions, conditions and sanctions as may be necessary from appropriate authorities, approval of the Members be and is hereby accorded for capitalization of such sum standing to the credit of the securities premium and/or free reserves of the Company, as may be considered necessary by the Board of Directors (hereinafter referred to as ‘the Board’, which expression shall be deemed to include a Committee of Directors and senior management officers of the Company duly constituted by the Board), for the purpose of issuance of fully paid-up bonus equity shares ) (‘bonus shares’) to the Members of the Company in the proportion of 3 (Three) bonus share for every 1 (One) equity share (nominal value of equity share shall be adjusted post subdivision) held as on such date as may be fixed by the Board for this purpose (‘record date’) AND THAT the new bonus equity shares so issued and allotted shall, for all purposes, be treated as an increase in the paid-up capital of the Company held by each such Member.
Demat accounts of the shareholders who hold the existing equity shares in electronic form, and for others who do not have valid Demat account, the new Equity Shares or issue new Equity Share Certificates, as the case may be, in accordance with the applicable provisions of the SEBI Regulations within the period prescribed.
RESOLVED FURTHER THAT the Board be and is hereby authorized to make appropriate adjustments due to issue of Bonus shares, to the stock options which have been granted to under its Employee Stock Option Scheme, Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 or Securities and Exchange Board of India (Share Based Employee Benefits And Sweat Equity) Regulations, 2021, as amended from time to time, such that the exercise price for all outstanding stock options (vested but not exercised and unvested stock options), the number thereof and the number of stock options available for future grant(s) as on the record date shall be proportionately adjusted.
Item No. 3 – Increase in Authorized share capital of the Company
RESOLVED FURTHER THAT the bonus shares so allotted shall rank pari passu in all respects with the fully paid-up equity shares of the Company as on the record date and the same shall be subject to the terms and conditions contained in Memorandum of Association and Articles of Association of the Company.
RESOLVED FURTHER THAT the New Equity Shares will be credited in electronic form to the
To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:
RESOLVED THAT pursuant to the provisions of Sections 13, 61, 64 and other applicable provisions, if any, of the Companies Act, 2013, as amended, and the rules and regulations made thereunder, the consent and approval of the Company be and is hereby accorded to increase the authorised share capital of the Company from the existing ₹ 75,00,00,000/- (Rupees Seventy
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EASY TRIP PLANNERS LIMITED
Registered Office: 223, FIE, Patparganj Industrial Area, Delhi-110092
E-mail id: [email protected], website: www.easemytrip.com CIN No. L63090DL2008PLC179041
Five Crores only) divided into 37,50,00,000 (Thirty Seven Crores and Fifty Lakhs) Equity Shares of ₹ 2/- (Rupees Two only) each to ₹ 200,00,00,000/(Rupees Two Hundred Crores only) divided into 100,00,00,000 (One Hundred Crores only) Equity Shares of ₹ 2/- (Rupees Two only) each.
RESOLVED FURTHER THAT pursuant to the provisions of Section 13 and all other applicable provisions of the Companies Act, 2013 and the relevant rules framed thereunder, the Capital Clause (Clause V) of the Memorandum of Association of the Company is substituted with the following Clause V.
The Authorized Share Capital of the Company is Rs. 200,00,00,000/- (Rupees Two Hundred Crores) divided into 100,00,00,000 (Hundred Crores) equity shares of Rs. 02/- (Rs Two only) each.
RESOLVED FURTHER THAT, Mr. Nishant Pitti and Mr. Prashant Pitti, Directors or Ms. Priyanka Tiwari, Company Secretary of the Company be and are hereby severally authorised to make application, file forms, etc. and to do all such acts, deeds and things as may be required or deemed expedient to implement this resolution.
RESOLVED FURTHER THAT any of the Directors and/or the Company Secretary of the Company is authorised to certify the true copy of the aforesaid resolutions and the same may be forwarded to any concerned authorities for necessary action.
Item No. 4: Alteration of capital clause of Memorandum of Association of the Company
To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 13, 61 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including statutory modification (s) or enactment (s) thereof, for the time being in force), subject to such approvals as may be necessary, consent of the Members of the Company be and is hereby accorded to alter and substitute the existing clause V of the Memorandum of Association of the Company with the following new Clause V:
V. The Authorised Share Capital of the Company is Rs. 200,00,00,000 (Rupees Two Hundred crore) divided into 200,00,00,000 equity shares of Rs. 1/- each.
RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolution, the Board be and is hereby authorised to give such directions, as may in their absolute direction deem necessary, proper or desirable, to apply for requisite approvals, sanctions of the statutory or regulatory authorities, as may be required, to sign, execute necessary applications, papers, documents, undertakings and other declarations for submission with stock exchanges, Registrar of Companies, Registrar &Share Transfer Agents, depositories and/or any other regulatory or statutory authorities, to appoint legal representatives, advocates, attorneys, including to settle any questions, doubts or difficulties that may arise in this respect without requiring to obtain any further approval of Members of the Company to the end and intent that they shall be
5
EASY TRIP PLANNERS LIMITED
Registered Office: 223, FIE, Patparganj Industrial Area, Delhi-110092
E-mail id: [email protected], website: www.easemytrip.com CIN No. L63090DL2008PLC179041
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deemed to have given their approval thereto and or matters connected therewith or incidental thereto expressly by the authority of this resolution.
By order of the Board For Easy Trip Planners Limited
Priyanka Tiwari Company Secretary and Chief Compliance Officer Membership No. A50412
Date: 10[th] October, 2022 Place: Delhi
NOTES FOR MEMBER’S ATTENTION:
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Explanatory statement pursuant to Section 102(1) of the Companies Act, 2013 (“the Act”) setting out all material facts relating to the proposed resolution is annexed hereto.
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Members may note that this Notice will also be available on Company’s website(www.easemytrip.com), Stock Exchanges’ website (www.bseindia.com and www.nseindia.com) and on the website of Service Provider i.e. KFIN (https://evoting.kfintech.com) in compliance with the relevant Circulars.
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In view of the prevailing COVID-19 pandemic and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs for inter-alia conducting postal ballot through e-
voting vide General Circulars Nos. 14/2020, 17/2020, 22/2020, 33/2020, 39/2020, 10/2021, 20/2021 and 3/2022 dated April 8, 2020, April 13, 2020, June 15, 2020, September 28, 2020 and December 31, 2020, June 23, 2021, December 08, 2021 and May 05, 2022 respectively (“MCA Circulars”), Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”) and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India (“SS-2”), this Postal Ballot Notice (“Notice”) along with explanatory statement and remote e-voting instructions are being sent only through electronic mode to all those Members whose e-mail address are registered with the Company/Registrar and Share Transfer Agent (“RTA”) or Depository/Depository Participants and whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on 07[th] October, 2022.
Voting rights of Members shall be in proportion to the equity shares held by them in the paid-up equity share capital of the Company as on 07[th] October, 2022 (“Cut-off date”). A person, whose name is recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date shall only be entitled to cast their vote through remote e-voting.
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EASY TRIP PLANNERS LIMITED
Registered Office: 223, FIE, Patparganj Industrial Area, Delhi-110092
E-mail id: [email protected], website: www.easemytrip.com CIN No. L63090DL2008PLC179041
A person who is not a Member as on Cut-off date will not be entitled to vote and should treat this Notice for information purposes only.
In compliance with the requirement of MCA Circulars, physical copy of this Notice along with postal ballot forms and pre-paid business envelope will not be sent to the shareholders for this postal ballot and accordingly, the shareholders are required to communicate their assent or dissent through remote e-voting system only.
To comply with the provisions of Sections 108 and 110 of the Act read with Rules 20 and 22 of Companies (Management and Administration) Rules, 2014, Regulation 44 of the SEBI LODR Regulations, SS-2 and MCA Circulars, the Members are provided with the facility to cast their vote electronically through remote e-voting services provided by M/s. KFin Technologies Limited (“KFIN or KFintech”), Registrar and Share Transfer Agent (RTA). Instructions for remote e- voting are provided in the Notice.
- Remote e-voting period shall commence on 12[th] October, 2022 (9:00 A.M. IST) and end on 10[th] November, 2022 (5.00 P.M. IST) (both days inclusive). During this period, Members of the Company holding shares either in physical or dematerialized form as on the Cut-off date, i.e. 07[th] October, 2022 (including those Members who may not
have received this Notice due to nonregistration of their e-mail address with the Company or the Depositories / Depository Participants), may cast their vote electronically, in respect of the resolution as set out in this Notice only through the remote e-voting. The remote e-voting module shall be disabled by M/s. KFin Technologies Limited (“KFIN or KFintech”), Registrar and Share Transfer Agent (RTA) for voting thereafter.
Members holding shares in (Physical/Demat) whose email IDs are not registered and in Consequence Postal Ballot Notice and E-voting instructions cannot be serviced, may temporarily get their email address and mobile number provided with KFintech, by accessing the link:https://ris.kfintech.com/clientservi ces/mobilereg/mobileemailreg.aspx
Members are requested to follow the process as guided to capture the email address and mobile number for sending the soft copy of the notice and e-voting instructions along with the User ID and Password. In case of any queries, member may write to [email protected].
Alternatively, member may send an e- mail request at the email id: [email protected] along with scanned signed copy of the request letter providing the email address, mobile number, self-attested PAN copy
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EASY TRIP PLANNERS LIMITED
Registered Office: 223, FIE, Patparganj Industrial Area, Delhi-110092 E-mail id: [email protected], website: www.easemytrip.com CIN No. L63090DL2008PLC179041
and Client Master copy in case of electronic folio and copy of share certificate in case of physical folio for sending the Notice of Postal Ballot and the e-voting instructions. Please note that in case the shares are held in electronic form/demat mode, the above facility is only for temporary registration of email address for receipt of the Notice of Postal Ballot and the e-Voting instructions along with the USER ID and Password. Members holding shares in electronic/Demat form will have to register their email address with their DPs permanently.
Results of Postal Ballot will be announced not later than 2 working days from the conclusion of the e-voting i.e. 14[th] November, 2022 at the Corporate Office of the Company. The results declared along with the Scrutinizer’s Report would be displayed at the Registered and Corporate Office of the Company, communicated to National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”) where the shares of the Company are presently listed. Additionally, the results will also be displayed on the Company’s website viz. www.easemytrip.com and on website of KFIN tech viz. https://evoting.kfintech.com
- The resolution, if passed by requisite majority, shall be deemed to have been passed on the last date of remote e- voting i.e. 10[th] November, 2022.
6. Instructions for remote e-voting are as below:
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(i) Remote e-voting period shall commence on 12[th] October, 2022 (9:00 A.M. IST) and end on 10[th] November, 2022 (5.00 P.M. IST) (both days inclusive). During this period, Members of the Company holding shares either in physical or dematerialized form as on the Cutoff date, i.e. 07[th] , October, 2022 (including those Members who may not have received this Notice due to non-registration of their e-mail address with the Company or the Depositories / Depository Participants), may cast their vote electronically, in respect of the resolution as set out in this Notice only through the remote e-voting. The remote e-voting module shall be disabled by KFIN tech for voting thereafter.
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(ii) During the remote e-voting period, Members can login at KFIN tech e- voting platform any number of times till they have voted on the resolution. Once the vote on resolution is cast by a Member, whether partially or otherwise, Member shall not be allowed to change it subsequently or cast the vote again.
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(iii) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/24 2 dated December 9, 2020 on e- Voting facility provided by Listed
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Registered Office: 223, FIE, Patparganj Industrial Area, Delhi-110092
EASY TRIP PLANNERS LIMITED
E-mail id: [email protected], website: www.easemytrip.com CIN No. L63090DL2008PLC179041
Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-voting facility.
The procedure to login and access remote e- voting, as devised by the Depositories / DP(s), is given below:
| Type of Sharehol ders |
Login Method |
|---|---|
| Individua l Sharehol ders holding securitie s in Demat mode with NSDL |
1. Members who have already registered and opted for IDeAS facility to follow below steps: (i) Visit URL: https://eservices.nsdl.com (ii) Click on the “Beneficial Owner” icon under “Login” under ‘IDeAS’ section. (iii)On the new page, enter existing User ID and Password. Post successful authentication, click on “Access to e-Voting” (iv) Click on the company name or e-Voting Service Provider and you will be redirected to e-Voting service provider website for casting the vote during the remote e-Voting period. 2.For those Members who have not registered for the IDeAS e- |
Services facility of NSDL (i) To register click on link: https://eservices.nsdl.com (ii) Select “Register Online for IDeAS” or click at https://eservices.nsdl.com/Secur eWeb/IdeasDirectReg.jsp (iii) Proceed with completing the required fields. (iv) Follow steps given in points 1. 3. First-time users can visit the e- Voting website directly and follow the process below: (i) Open URL: https://www.evoting.nsdl.com/ (ii) Click on the icon “Login” which is available under ‘Shareholder/Member’ section. (iii) A new screen will open. Enter User ID ((that is, 16-character demat account number held with NSDL, starting with IN), Login Type, that is, through typing Password (in case you are registered on NSDL’s e-voting platform)/ through the generation of OTP (in case your mobile/e-mail address is registered in your demat account) and Verification Code as shown on the screen. (iv) Post successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page (v) you will requested to select the name of the company and the
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Registered Office: 223, FIE, Patparganj Industrial Area, Delhi-110092
EASY TRIP PLANNERS LIMITED
E-mail id: [email protected], website: www.easemytrip.com CIN No. L63090DL2008PLC179041
| e-Voting Service Provider name, i.e. KFintech (vi) On successful selection, you will be redirected to KFintech e- Voting page for casting your vote during the remote e-Voting period. |
point 1 3. For directly accessing the e- Voting module of CDSL by the Members: (i) Go to URL: www.cdslindia.com (ii) Click on the icon “E-Voting” (iii) Provide demat Account Number and PAN No. (iv) System will authenticate user by sending OTP on registered Mobile & Email as recorded in the demat Account. (v) On successful authentication, you will enter the e-voting module of CDSL. (vi) Click on the company name or select e-Voting service provider “KFin” and you will be re-directed to the e-Voting page of KFin to cast your vote without any further authentication. |
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|---|---|---|---|---|
| Individua l Sharehol ders holding securitie s in demat mode with CDSL |
1. Members who have already registered and opted for Easi / Easiest facility of CDSL to follow below steps: (i)Go to URL: https://web.cdslindia.com/myea si/home/login ; or URL: www.cdslindia.com (ii) Go to Login and select New System Myeasi / Login to My Easi option under Quick Login (iii) Login with your registered user id and password for accessing Easi / Easiest. (iv) The user will see the e-Voting Menu. (v) Click on Company name or e- Voting service provider i.e. KFintech name to cast your vote during the remote e-Voting period. 2. For those Members who have not registered for the Easi/Easiest facility of CDSL (i) Option to register is available at https://web.cdslindia.com/myea si/Registration/EasiRegistration (ii) Proceed with completing the required fields. (iii)Follow the stepsgiven in |
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| Individua l Sharehol ders (holding securitie s in demat mode) login through their Deposito ry Participa nts |
Individual Shareholder login through their demat accounts / Website of Depository Participant. Individual Shareholder can also login using the login credentials of his/her demat account through his/her Depository. Participant registered with NSDL/CDSL for e-Voting facility. Once logged-in, he/she will be able to see e-Voting option. Click on e- Voting option and he/she will be redirected to NSDL/CDSL Depository site (as may be applicable) after successful |
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Registered Office: 223, FIE, Patparganj Industrial Area, Delhi-110092
EASY TRIP PLANNERS LIMITED
E-mail id: [email protected], website: www.easemytrip.com CIN No. L63090DL2008PLC179041
authentication wherein he/she can see e-Voting feature.
Click on the company name or e- Voting service provider name i.e. Kfintech and then it will be redirected to e-Voting service provider website of KFintech for casting his/her vote during the remote e-Voting period without any further authentication.
Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot user ID and Forgot Password option available at respective websites.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL are as under:
Members whose email IDs are registered with the Company/ Depository Participants (s), will receive an email from RTA i.e. KFintech which will include details of E-Voting Event Number (EVEN - 7044), USER ID and password.
Members are requested to use these credentials at below mentioned URL. They will have to follow the following process:
Launch internet browser by typing the URL:https://evoting.kfintech.com/
Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number) 7044, followed by folio number. In case of Demat account, User ID will be your DP ID and ClientID. However, if you are already registered with KFintech for e-voting, you can use your existing User ID and password for casting the vote.
| Login type |
Helpdesk details |
|---|---|
| Securities held with NSDL |
Please contact NSDL helpdesk by sending a request at [email protected] call at toll free no.: 1800 1020 990 or 1800 22 44 30 |
| Securities held with CDSL |
Please contact CDSL helpdesk by sending a request at [email protected] m or contact at 022-23058738 or 022-23058542-43 |
Login method for e-Voting: Applicable only for Members holding shares in physical form and for Non-Individual Members (holding shares either in physical or demat):
After entering these details appropriately, click on “LOGIN”.
You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.,). The system will prompt you to change your password and update your contact details like mobile number, email ID etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you
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EASY TRIP PLANNERS LIMITED
Registered Office: 223, FIE, Patparganj Industrial Area, Delhi-110092
E-mail id: [email protected], website: www.easemytrip.com CIN No. L63090DL2008PLC179041
take utmost care to keep your password confidential.
Once the password is changed, you need to login again with the new credentials.
On successful login, the system will prompt you to select the “EVENT” i.e. “EASY TRIP PLANNERS LIMITED- 7044”and click on “Submit”
On the voting page, enter the number of shares (which represents the number of votes) as on the Record Date under “FOR/AGAINST” or alternatively, you may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/AGAINST” taken together shall not exceed your total shareholding as mentioned herein above. You may also choose the option ABSTAIN. If the Member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.
Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/demat accounts.
Voting has to be done for each item of the notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as abstained.
You may then cast your vote by selecting an appropriate option and click on “Submit”.
A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once you have voted on the resolution (s), you will not be
allowed to modify your vote. During the voting period, Members can login any number of times till they have voted on the Resolution(s).
Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/Authority Letter etc., authorizing its representative on its behalf and to cast its vote through remote e- voting together with attested specimen signature(s)of the duly authorised representative(s), to the Scrutinizer at email id [email protected] a copy marked to [email protected]. The scanned image of the above-mentioned documents should be in the naming format “Corporate Name Even No7044”
Members who have not registered their email address and in consequence the Notice of Postal Ballot and e-voting instructions cannot be serviced, may temporarily get their email address and mobile number provided with KFintech, by accessing the link:https://ris.kfintech.com/clientservices/mo bilereg/mobileemailreg.aspx Members are requested to follow the process as guided to capture the email address and mobile number for sending the soft copy of the notice and e- voting instructions along with the User ID and Password. In case of any queries, member may write to [email protected]
Alternatively, member may send an e-mail request at the email id [email protected] along with scanned copy of the signed copy of the request letter providing the email address, mobile number,
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EASY TRIP PLANNERS LIMITED
Registered Office: 223, FIE, Patparganj Industrial Area, Delhi-110092
E-mail id: [email protected], website: www.easemytrip.com CIN No. L63090DL2008PLC179041
self-attested PAN copy and Client Master copy in case of electronic folio and copy of share certificate in case of physical folio for sending the Notice of Postal Ballot and the e-voting instructions.
Contact details of RTA
Mr. Umesh Pandey, Manager KFin Technologies Limited Selenium Tower B, Plot 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad - 500 032, Telangana Email ids: [email protected]; [email protected] Website: https://www.kfintech.com; Toll free number: 1- 800-309-4001
ANNEXURE TO THE NOTICE
STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013
Item no. 1, 2 3 & 4
The Company is in its 14[th] year of operations. Keeping with the spirit of inclusion and in order to reward the shareholders, the Board of Directors, at its meeting held on 10[th] October, 2022, approved and recommended for consideration of Members the following:
-
issue of 3 (three) bonus equity shares for every 1 (one) fully paid-up equity share by capitalising such sums out of capital redemption reserve/securities premium account and/or any other permitted reserves/surplus of the Company, as may be considered appropriate.
-
To accommodate the sub-division and further issue of shares on account of Bonus, it is necessary to alter the capital clause of the Memorandum of Association of the Company, as mentioned in the item No.3 of the Notice. Pursuant to provisions of Sections 13, 61 and 63 of the Companies Act, 2013, Articles of Association of the Company and any other applicable statutory and regulatory requirements, the Members may by way of an ordinary resolution approve sub-division of equity shares, alteration of capital clause of Memorandum of Association, and capitalization of free reserves for the purpose of issue of bonus shares.
The Record Date for the aforesaid sub-division of equity shares and issue of bonus shares shall be fixed by the Board (including any Committee thereof) after the approval of the Members is obtained.
- sub-division of one equity share of face value of Rs. 2/- (Rupees two only) into two equity shares of the face value of Rs. 1/- (Rupee One only) (item no. 1 of the Notice)
Further the aforesaid sub-division and bonus issue would, inter alia, require fair and reasonable adjustment to the stock options that have been vested and yet to be exercised or stock options to be granted and also to the
13
EASY TRIP PLANNERS LIMITED
Registered Office: 223, FIE, Patparganj Industrial Area, Delhi-110092
E-mail id: [email protected], website: www.easemytrip.com
CIN No. L63090DL2008PLC179041
exercise price of such options, under the Easy Trip Planners Limited Employee Stock Option Scheme (ESOP) as on the Record Date. The ESOP provide for making a fair and reasonable adjustment to the outstanding stock options as mentioned above.
By order of the Board For Easy Trip Planners Limited
Pursuant to proviso to Regulation 295 of SEBI ICDR (Issue of Capital and Disclosure Requirements) Regulations, 2018 the bonus issue shall be implemented within two months from the date of the meeting of Board of Directors wherein the decision to announce the bonus issue was taken subject to shareholders’ approval.
Priyanka Tiwari
Company Secretary and Chief Compliance Officer Membership No. A50412
Date: 10[th] October 2022 Place: Delhi
Accordingly, the Company will take the requisite steps for implementing the aforesaid corporate actions on or before 8[th] December, 2022.
The Board of Directors recommends passing of all the Ordinary Resolutions set out in the Notice.
None of the Directors, key managerial personnel of the Company and their relatives are, concerned or interested, in this resolution, except to the extent of their respective shareholding, if any, in the Company. Promoter and Promoter group are deemed to be interested to the extent of their respective shareholding, if any, in the Company.
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