Emkay Global Financial Services Ltd — Proxy Solicitation & Information Statement 2019

Jan 19, 2019

Emkay Your success is our succes

Date: 19.01.2019

Bombay Stock Exchange Limited	National Stock Exchange of India Limited
Listing Department	Exchange Plaza,
P. J. Towers, Dalal Street	Bandra Kurla Complex,
Mumbai-400001	Bandra (East), Mumbai -400051

Dear Sir,

Sub: Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015-Notice of Postal Ballot to the Shareholders of the Company.

In compliance with Regulation 30 read with Schedule III Part A (A) (12) of the Security Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith copy of the Notice of the Postal Ballot dated 09.01.2019 along with Postal Ballot form and instructions sent to shareholders of the Company for getting their approval by Special Resolution for Grant of Stock options to identified employees of the Company in excess of 1% of issued Equity capital under Employees Stock Option Plan-2018 through the process of Postal Ballot.

Kindly take the same on your record.

Administrative Office: Paragon Centre, C-06, Ground Floor, Pandurang Budhkar Marg, Opp. Century Mills, Worli, Mumbai - 400 013. Tel: +91 22 6629 9299 Fax: +91 22 6629 9199 Registered Office: The Ruby, 7th Floor, Senapati Bapat Marg, Dadar (West), Mumbai - 400 028. Tel: +91 22 6612 1212 Fax:+91 22 6612 1299 www.emkayglobal.com CIN - L67120MH1995PLC084899

Emkay

EMKAY GLOBAL FINANCIAL SERVICES LIMITED

CIN No. L67120MH1995PLC084899

Registered Office: The Ruby, 7th Floor, Senapati Bapat Marg, Dadar (West), Mumbai-400028 Website: www.emkayglobal.com T: 022-66121212 Fax:022-66121299 Email: grievance@emkayglobal.com

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(s),

NOTICE IS HEREBY GIVEN that pursuant to the provisions of Section 110 read with Section 108 of the Companies Act, 2013 ("the Act") read with Rule 22 of the Companies (Management and Administration Rules), 2014 (including any statutory modification(s) or reenactment thereof for the time being in force), and any other applicable laws and regulations, the resolutions appended below are proposed to be passed by the Members as Special Resolutions by way of Postal Ballot / electronic voting (e-voting). The proposed resolutions along with the statement setting out the material facts thereto are given hereunder. A Postal Ballot Form is also annexed hereto for your consideration.

The Board of Directors of the Company has appointed Mr. P. N. Parikh (Membership No. FCS 327) or failing him Mr. Mitesh Dhabliwala (Membership No. FCS 8331) of M/s Parikh & Associates, Practising Company Secretaries to act as Scrutinizer for conducting the Postal Ballot (physical & e-voting) process in a fair and transparent manner.

The Members are requested to read carefully the instructions printed in this Notice and on the Postal Ballot Form (annexed hereto) and follow the same for voting. Members opting to vote through physical mode i.e. dispatching the Postal Ballot Form duly signed by post, are requested to read carefully the instructions printed on the Form enclosed herewith and return the same duly completed by recording their assent (for) or dissent (against) and signing at the designated place in the Form and return the same in original in the enclosed self addressed, postage pre-paid business reply envelope, so as to reach the Scrutinizer on or before close of the business hours i.e. 5.00 p.m. on Monday, 18th February, 2019 being the last date for receipt of Postal Ballot Forms. Please note that any Postal Ballot Form(s) received thereafter will be treated as not having been received.

Electronic Voting (e-voting) : In compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management & Administration) Rules, 2014, as amended from time to time ("the Act") and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations), the Company is pleased to provide an e-voting facility as an alternate option to its members, which would enable them to cast their votes electronically, instead of dispatching physical Postal Ballot Form. Please read and follow the instructions on e-voting enumerated in the Notes. For this purpose, the Company has engaged the services of Central Depository Services (India) Ltd ("CDSL") to provide e-voting facility to the members of the Company. Detailed instructions to use the facility are given separately.

Members desiring to opt for e-voting as per facilities arranged by the Company are requested to read the notes to the notice and instructions overleaf the Form. Reference to Postal Ballot wherever appearing in the notice shall include votes cast through e-voting. Upon completion of the scrutiny of the postal ballot Forms and votes cast through remote e-voting, the Scrutinizer will submit his report to the Chairman/ Managing Director of the Company.

ITEM NO.1

GRANT OF STOCK OPTIONS TO MR. BHAVESH SANGHAVI, CEO-WEALTH MANAGEMENT IN EXCESS OF 1% OF ISSUED EQUITY CAPITAL UNDER EMPLOYEE STOCK OPTION PLAN-2018

To consider and if thought fit, to pass the following resolution as a Special Resolution

"RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and all other applicable provisions, if any, of the Companies Act, 2013 read with the Rules framed thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Memorandum and Articles of Association of the Company, Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 as amended from time to time (hereinafter referred to as "SEBI SBEB Regulations") and subject to such other approvals, permissions and sanctions as may be necessary and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions, which may be accepted by the Board of Directors of the Company (hereinafter referred to as the "Board" which term shall be deemed to include any Committee, including the Nomination, Remuneration and Compensation Committee which the Board has constituted to exercise its powers, including the powers, conferred by this resolution), approval and consent of the Shareholders of the Company ("Shareholders") be and is hereby accorded to create, offer and grant 4,92,380 employee stock options equal to 2% of the issued equity share capital of the company to Mr.Bhavesh Sanghavi, CEO -Wealth Management being eligible permanent employee of the Company, in one or more tranches under the Employees' Stock Option Plan-2018 (hereinafter referred to as "ESOP-2018" or "the Scheme"), exercisable into not more than 4,92,380 (Four Lakh Ninety Two Thousand Three Hundred Eighty) fully paid-up equity shares in aggregate (including 2,46,000 stock options already granted) of face value of Rs.10/- (Rupees Ten) each at such price or prices, in one or more tranches and on such terms and conditions, as may be determined by the Board in accordance with the provisions of the Scheme, SEBI SBEB Regulations and in due compliance with other applicable laws and regulations.

RESOLVED FURTHER THAT the Company do grant during the FY 2018-19, the remaining 2,46,380 employee stock options exceeding 1% of the issued equity capital of the company to Mr.Bhavesh Sanghavi being eligible permanent employee of the Company, in one or more tranches under the Employees' Stock Option Plan-2018 in addition to the 2,46,000 stock options granted earlier during the FY 2018-19

RESOLVED FURTHER THAT the exercise price for the remaining 2,46,380 stock options proposed to be granted to Mr. Bhavesh Sanghavi be considered at Rs.108.20 per option being the closing price on a recognized Stock Exchange on which higher trading volume were transacted on the date immediately prior to the date of the Nomination, Remuneration and Compensation Committee meeting having considered the proposal.

RESOLVED FURTHER THAT the Board be and is hereby authorized to determine at its own discretion classification of the number of stock options so approved into fixed and performance linked options and decide the vesting and exercise period for the options granted under each of the category and to do all such acts, deeds, matters and things, as they may consider necessary, expedient or desirable to give effect to this resolution".

ITEM NO.2

GRANT OF STOCK OPTIONS TO MR. SUVEER CHAINANI, CEO-INSTITUTIONAL CLIENTS GROUP IN EXCESS OF 1% OF ISSUED EQUITY CAPITAL UNDER EMPLOYEES STOCK OPTION PLAN-2018

To consider and if thought fit, to pass the following resolution as a Special Resolution

"RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and all other applicable provisions, if any, of the Companies Act, 2013 read with the Rules framed thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Memorandum and Articles of Association of the Company, Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 as amended from time to time (hereinafter referred to as "SEBI SBEB Regulations") and subject to such other approvals, permissions and sanctions as may be necessary and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions, which may be accepted by the Board of Directors of the Company (hereinafter referred to as the "Board" which term shall be deemed to include any Committee, including the Nomination, Remuneration and Compensation Committee which the Board has constituted to exercise its powers, including the powers, conferred by this resolution), approval and consent of the Shareholders of the Company ("Shareholders") be and is hereby accorded to create, offer and grant 9,23,000 employee stock options which are exceeding 2% of the issued equity share capital of the company to Mr. Suveer Chainani, CEO-Institutional Clients Group being eligible permanent employee of the Company, in one or more tranches under the Employees' Stock Option Plan-2018 (hereinafter referred to as "ESOP-2018" or "the Scheme"), exercisable into not more than 9,23,000 (Nine Lakh Twenty Three Thousand) fully paid-up equity shares in aggregate (including 2,46,000 stock options already granted) of face value of Rs. 10/- (Rupees Ten) each at such price or prices, in one or more tranches and on such terms and conditions, as may be determined by the Board in accordance with the provisions of the Scheme, SEBI SBEB Regulations and in due compliance with other applicable laws and regulations.

RESOLVED FURTHER THAT the Company do grant, during the FY 2018-19, 6,77,000 employee stock options exceeding 1% of the issued equity capital of the company, to Mr.Suveer Chainani being eligible permanent employee of the Company, in one or more tranches under the Employees' Stock Option Plan-2018 in addition to the 2,46,000 stock options gr

RESOLVED FURTHER THAT the exercise price for the remaining 6,77,000 stock options proposed to be granted to Mr. Suveer Chainani be considered at Rs. 108.20 per option being the closing price on a recognized Stock Exchange on which higher trading volume were transacted on the date immediately prior to the date of the Nomination, Remuneration and Compensation Committee meeting having considered the proposal.

RESOLVED FURTHER THAT the Board be and is hereby authorized to determine at its own discretion classification of the number of stock options so approved into fixed and performance linked options and decide the vesting and exercise period for the options granted under each of the category and to do all such acts, deeds, matters and things, as they may consider necessary, expedient or desirable to give effect to this resolution".

By Order of the Board of Directors For Emkay Global Financial Services Limited

B. M. Raul Company Secretary & Compliance Officer

Registered Office: The Ruby, 7th Floor, Senapati Bapat Marg Dadar (West), Mumbai - 400028

Date: 9th January, 2019 Place: Mumbai

Encl: 1) Postal Ballot Form 2) Prepaid Envelope

Notes for members' Attention:

• The Statement setting out the material facts pursuant to Section 102 of the Companies Act, 2013 ('The Act"), for the proposed $1.$ special resolutions is annexed hereto and forms part of this Notice.
• The Postal Ballot Notice is being sent to the members whose names appear on the Register of Members/List of Beneficial Owners $2.$ as received from the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as on the close of business hours on Friday, 11th January, 2019. Accordingly, the members whose names appear on the Register of Members / List of Beneficial Owners (received from NSDL and CDSL) as on the close of business hours on Friday, 11" January,

2019 will be considered for the purpose of voting. A person who is not a member on the aforesaid date should treat this notice for information purpose only.

• In accordance with Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) 3. Regulations, 2015, as amended from time to time, ("SEBI LODR Regulations") Sections 108 and 110 of the Companies Act, 2013, read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time. Electronic copy of the Notice of the Postal Ballot of the Company interalia indicating the process and manner of remote e-voting is being sent to all the members whose email IDs are registered with the Company /Depository Participants(s) (in case of shares held in demat form) or with the Company's Registrar and Share Transfer Agent (in case of shares held in physical form) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email ID, physical copies of the Notice of the Postal Ballot of the Company inter alia indicating the process and manner of evoting is being sent by the permitted mode. Members, who have not registered their email address so far, are requested to register their email IDs for receiving all communications including Annual Report, Notices, etc., from the Company electronically.
• Members may also note that the Notice of the Postal Ballot will also be available on the Company's website i.e. $4.$ www.emkayglobal.com
• Kindly note that members can opt for only one mode of voting i.e. either by physical postal ballot or e-voting. If the members opt for 5. e-voting, then they should not vote by physical postal ballot and vice versa. However, in case members cast their votes both by physical postal ballot and e-voting, then voting done through e-voting shall prevail and voting done by physical postal ballot will be treated as invalid.
• The Board of Directors by a Resolution passed by circulation on 9th January, 2019 has appointed Mr. P.N. Parikh (Membership 6. No. FCS 327), or failing him Mr. Mitesh Dhabliwala (Membership No. FCS 8331), of M/s Parikh & Associates, Practising Company Secretaries, Mumbai to act as the Scrutinizer for conducting the Postal Ballot /E-voting process in a fair and transparent manner.
• All documents referred to in this Postal Ballot Notice and Statement setting out material facts are open for inspection to the 7. members at the Registered Office of the Company between 10:00 a.m. to 5:00 p.m. on all working days (except Saturday(s), Sunday(s) and Public Holiday(s)) from the date of dispatch of the Notice till Monday, 18th February, 2019.
• The duly completed Postal Ballot Form should reach the Scrutinizer not later than 5:00 p.m. on Monday, 18th February, 2019 to be 8. eligible for being considered, failing which it will be treated as if no reply has been received from the member.
• For any queries in relation to voting through Postal Ballot or e-voting, members may contact Registrar and Transfer Agent (RTA) 9. i.e. M/s. Link Intime India Private Limited, C 101, 247 Park, L B S Marg, Vikhroli (West), Mumbai-400 083 (Email: helpdesk@linkintime.co.in).
• Resolutions passed by the members through Postal Ballot /e-voting are deemed to have been passed as if it has been passed at a 10. General Meeting of the Members.
• The Resolutions, if passed by requisite majority, shall be deemed to have been passed on the last date specified by the Company 11. for receipt of duly completed Postal Ballot forms/e-voting i.e. Monday, 18th February, 2019.

Voting Through Postal Ballot Form

• Members desiring to exercise their votes by physical ballot are requested to carefully read the instructions printed on the Postal I. Ballot form and return the Form duly completed and signed, in the enclosed self- addressed business reply envelope to the Scrutinizer, so that it reaches the Scrutinizer not later than close of working hours (i.e. 5.00 p.m.) on Monday, 18th February, 2019 failing which, it will be strictly considered that no reply has been received from the member. The postage on self-addressed envelope will be borne by the Company. However, envelopes containing Postal Ballot Form(s), if sent by courier or registered / speed post at the expense of the members will also be accepted.
• In case a member is desirous of obtaining duplicate postal ballot form, he or she may request for the same to the Company/Link ii. Intime India Private Limited (Registrar and Share Transfer Agent). The Company/Registrar and Share Transfer Agent of the Company shall forward the same to such members.
• A member cannot exercise his/her vote by proxy on postal ballot. iii.
• In case of joint-holding, the Postal Ballot Form must be completed and signed (as per the specimen signature registered with the iv. Company) by the first named member and in his/her absence, by the next named member.
• Unsigned, incomplete, improperly or incorrectly ticked Postal Ballot Forms shall be rejected. V.

Voting Through Electronic means

The Company has provided 'remote e-voting' facility through Central Depository Services (India) Limited (CDSL) as an alternative to voting through physical postal ballot, for all the members of the company to enable them to cast their votes electronically, on the resolutions mentioned in the notice of the Postal Ballot (the Postal Ballot Notice).

The Company has appointed Mr. P.N. Parikh (Membership No. FCS 327), or failing him Mr. Mitesh Dhabliwala (Membership No. FCS 8331), of M/s Parikh & Associates, Practising Company Secretaries, Mumbai as the Scrutinizer for conducting the remote e-voting process in a fair and transparent manner. E-voting is optional. In terms of requirements of the Companies Act, 2013 and the relevant Rules, the Company has fixed Friday, 11th January, 2019 as the 'Cut-off Date'. The remote e-voting /e-voting rights of the shareholders/beneficial owners shall be reckoned on the equity shares held by them as on the Cut

• The instructions for shareholder e-voting electronically are as under: A.
  • The voting period begins on Sunday, 20th January, 2019 at 9.30 a.m. and ends on Monday, 18th February, 2019 at 5.00 $(i)$ p.m. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Friday, 11" January, 2019, may cast their votes electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
  • The shareholders should log on to the e-voting website : www.evotingindia.com $(ii)$
  • Click on Shareholders / Members $(iii)$
  • Now Enter your User ID $(iv)$
    • For CDSL: 16 digits beneficiary ID, a.
    • For NSDL: 8 Character DP ID followed by 8 Digits Client ID, b.
    • Members holding shares in Physical Form should enter Folio Number registered with the Company. C.
  • Next enter the Image Verification as displayed and Click on Login. $(v)$
  • If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any $(vi)$ company, then your existing password is to be used.
  • If you are a first time user follow the steps given below: $(vii)$

	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 are٠requested to use the sequence number which is printed on Postal Ballot / Attendance Slipindicated in the PAN field.
Dividend BankDetails ORDate of Birth	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demataccount or in the company records in order to login.
(DOB)	If both the details are not recorded with the depository or company, please enter the member id /٠folio number in the Dividend Bank details field as mentioned in instruction (iv).

• After entering these details appropriately, click on "SUBMIT" tab. $(viii)$

• Members holding shares in physical form will then directly reach the Company selection screen. However, members $(ix)$ 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 the company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this $(x)$ Notice.

• Click on the EVSN for Emkay Global Financial Services Limited on which you choose to vote. $(xi)$

• On the voting page, you will see "RESOLUTIONS DESCRIPTION" and against the same the option 'YES/NO" for voting. $(xii)$ Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details. $(xiii)$

• After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you $(xiv)$ wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.

• Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote. $(xv)$

• You can also take a print of the votes cast by clicking on {Click hereto print option on the Voting page.} $(xvi)$

• If a demat account holder has forgotten the changed login password then Enter the User ID and the image verification $(xvii)$ code and click on Forgot Password & enter the details as prompted by the system.

• (xviii) Shareholders can also cast their votes using CDSL's mobile app m-voting available for android based mobiles. The m-voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.

• Note for Non- Individual Shareholders and Custodians $(xix)$

  • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporate.
  • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com
  • After receiving the login details a Compliance User should be created using the admin login and password. The ä 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 mailedto 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.

• In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e- $(xx)$ voting manual available at www.evotingindia.com under help section or write an email to helpdesk.evoting@cdslindia.com

• The voting rights of members shall be in proportion to their shareholding in the paid up equity share capital of the Company as on $12.$ the cut-off date of Friday, 11th January, 2019.

• Any person, who acquires shares of the Company and becomes member of the Company after dispatch of the notice and holdingshares as on the cut-off date i.e. Friday, 11th January, 2019, may obtain the login ID and passwor 13. helpdesk.evoting@cdslindia.com.

• A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the 14. depositories as on the cut-off date shall only be entitled to avail the facility of remote e-voting as well as voting through physical Postal Ballot.

• The Scrutinizer shall after the conclusion of voting unblock the votes cast through remote e-voting in the presence of at least two 15. witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the voting process, a consolidated scrutinizer's report of the total votes cast in favour or against, if any, to the Chairman/Managing Director of the Company, who shall countersign the same and declare the result of the voting on Tuesday, 19th February, 2019 at the registered office of the Company.

• The result declared along with the report of the scrutinizer will be displayed on the notice board of the Company and shall be 16. placed on the website of the Company at www.emkayglobal.com and also on the website of CDSL. The result shall also be communicated to BSE Ltd. and National Stock Exchange of India Ltd.

ANNEXURE TO THE NOTICE

Statement setting out material facts on the Resolutions mentioned under Item No. 1 and Item No.2 pursuant to Section 102 of the Companies Act, 2013 (hereinafter referred to as the "Act")

Item No.1 & 2

The Company has introduced Employees Stock Option Scheme-2018 ("ESOP-2018") for the benefit of eligible permanent employees of the Company, its Directors, employees/directors of the company and present and future Indian/foreign subsidiary companies, and such other persons as may be permitted from time to time, under prevailing laws, rules and regulations and/or amendments thereto from time to time.

As per Regulation 6(3) (d) of SEBI (Share Based Employees Benefits) Regulations, 2014, approval of shareholders by way of separate Special resolution is required to be obtained for grant of stock options to identified employees during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant of options. Further, as per proviso to clause 7.2 of the ESOP-2018 Scheme, approval of the shareholders is required to be obtained by way of separate resolution for grant of options to one eligible employee exceeding 2% of the issued equity share capital in aggregate and also for grant of options exceeding 1% of the issued equity share capital in a financial year.

Accordingly, pursuant to clause 7.2 of the ESOP-2018 scheme and Regulation 6(3)(d) of the SEBI (Share Based Employee Benefits) Regulations, 2014, the Company can issue stock options under the said scheme exceeding 1% of the issued capital of the company (excluding outstanding warrants and conversions, if any) to any one eligible employee in a financial year and further equal to or exceeding 2% of the issued share capital of the Company at the time of grant of the stock options provided the Company has taken approval of the shareholders by way of separate special resolution.

The Company intends to grant to Mr. Bhavesh Sanghavi eligible permanent employee of the Company, 4,92,380 stock options (including 2.46.000 stock options already granted during the financial year) and Mr. Suveer Chainani being eligible permanent employees of the Company 9,23,000 stock options (including 2,46,000 stock options already granted during the financial year) (partly fixed and partly performance linked) as an encouragement to contribute their best to the performance and profitability of the Company and to meet the revenue targets over the next 3 years as per business plan. The resolution under item no. 1 and Item no.2 are being proposed seeking approval of shareholders by special resolution accordingly, to grant options to Mr. Bhavesh Sanghavi, CEO - Wealth Management and Mr. Suveer Chainani, CEO-Institutional Client Group in excess of 1% of the issued capital of the company and to the extent of the issued equity share capital of the Company as stated against their name in the attached resolutions at item No1 and Item No.2 respectively in any one financial year in one or more tranches as may be decided by the Board.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, may be deemed to be concerned or interested, financially or otherwise, in the resolutions set out at Item No. 1 and Item No.2 of the Postal Ballot Notice.

The Board of Directors recommends the Special Resolutions as set out at Item No. 1 and Item No.2 of the Notice for approval of the Members.

By Order of the Board of Directors For Emkay Global Financial Services Limited

Registered Office: The Ruby, 7th Floor, Senapati Bapat Marg Dadar (West), Mumbai - 400028

B. M. Raul Company Secretary & Compliance Officer

Date: 9th January, 2019 Place: Mumbai

Emkay

Your success is our success EMKAY GLOBAL FINANCIAL SERVICES LIMITED

CIN NO: L67120MH1995PLC084899

Registered Office: The Ruby, 7th Floor, Senapati Bapat Marg, Dadar (West), Mumbai - 400 028. Tel. No. 022-66121212; Fax No. 022-66121299

Website: www.emkayglobal.com; Email: grievance@emkayglobal.com

POSTAL BALLOT FORM $Sr.No.$

Name & Registered Address of the sole/firstnamed member
Name(s) of the joint holder(s) (if any)
Registered Folio No. / DP ID/Client ID
Number of Shares held

I / We hereby exercise my / our vote in respect of the Resolution(s) to be passed through Postal Ballot for the business stated in the Postal Ballot Notice dated January 9, 2019 of the Company by sending my / our assent or dissent to the said Resolution(s) by placing the tick mark $(\sqrt{\ } )$ in the appropriate box below:

ItemNo.	Description	No. ofSharesfor whichVotes cast	I/We assentto theResolution(For)	I/We dissentto theResolution(Against)
	1 Approval by Special Resolution for Grant of Stock optionsto Mr.Bhavesh Sanghavi, CEO-Wealth Management inexcess of 1% of issued Equity capital under EmployeesStock Option Plan-2018
	2 Approval by Special Resolution for Grant of Stock optionsto Mr. Suveer Chainani, CEO-Institutional Clients Group inexcess of 1% of issued Equity capital under EmployeesStock Option Plan-2018

Place:

Date:

(Signature of the Member)

Electronic Voting Particulars

The e-voting facility is available at the link https://www.evoting.cdsl.com. The electronic e-voting particulars are set out as follows:

EVSN(Electronic Voting Sequence Number)	User ID	* Default PAN/Password
190116002

* Only those Members who have not updated their PAN with the Company / Depository Participant shall use "Default PAN" in the field PAN.

Note: Please read the instructions printed overleaf and in the notes to the Postal Ballot Notice carefully before exercising your vote.

$(P, T, 0.)$

Instructions

• A Member desiring to exercise vote by Postal Ballot may complete this Postal Ballot Form and send it to the $1.$ Scrutinizer in the attached self-addressed postage prepaid business reply envelope bearing the address of the Scrutinizer. However, envelopes containing Postal Ballots, if sent by courier at the expense of the registered Member/s will also be accepted.
• This form should be completed and signed by the Member. In case of joint holding, this form should be $2.$ completed and signed (as per the specimen signature(s) registered with the Company) by the first named Member and in his absence, by the next named Member.
• Unsigned/Incomplete Postal Ballot Forms will be rejected. $3.$
• Postal Ballot Form shall also be rejected for any of the following reasons: $\overline{4}$ .
  • a. A form other than one issued by the Company has been used;
  • It has not been signed by the Member; b.
  • Signature on the postal ballot form doesn't match with the specimen signature registered with the Company C.
  • It is not possible to determine without any doubt the assent or dissent of the Member; $d$ .
  • Neither assent nor dissent is mentioned; e.
  • Any competent authority has given directions in writing to the Company to freeze the Voting Rights of the f. Member:
  • The envelope containing the postal ballot form is received after the last date prescribed; q.
  • The postal ballot form, signed in a representative capacity, is not accompanied by a certified copy of the h. relevant specific authority;
  • It is received from a Member who is in arrears of payment of calls; i.
  • It is defaced or mutilated in such a way that its identity as a genuine form can not be established; j.
  • Member has made any amendment to the Resolutions or imposed any condition while exercising his vote. k.
• The vote may be accorded by recording the assent in column 'FOR' or dissent in Column 'AGAINST' by placing 5. $a$ tick $(V)$ mark in the appropriate column.
• Duly completed Postal Ballot Form(s) should reach the Scrutinizer not later than 5.00 p.m. on Monday. 6. 18th February, 2019, Postal Ballot Form(s) received after this date will be strictly treated as if the reply from the Member has not been received.
• In case of shares held by companies, trusts, societies etc. the duly completed Postal Ballot Form should be 7. accompanied by a certified true copy of the Board Resolution / Resolution of the relevant specific authority.
• Members are requested not to send any other paper along with the Postal Ballot Form in the enclosed postage 8. pre-paid self-addressed envelope.
• Voting rights shall be reckoned on the paid-up value of shares registered in the name of the Member/s as on 9. 11th January, 2019.
• The Scrutinizer's decision on the validity of the Postal Ballot Form shall be final. $10.$
• The result of the voting on the resolutions will be declared at the Registered Office of the Company on Tuesday, 11. 19th February, 2019. The Resolution, if passed by requisite majority, shall be deemed to have been passed on the last date specified by the company for receipt of duly completed postal ballot forms / e-voting i.e. 18th February, 2019.
• The Company is also offering e-voting facility as an alternate mode of voting to all the Members to enable them $12.$ to cast their votes electronically instead of dispatching Postal Ballot Form. The detailed procedure is enumerated in the Notes to the Postal Ballot Notice. However, in case a shareholder has voted both in physical as well as e-voting, then voting done through e-voting shall prevail over physical ballot and physical ballot will be treated as invalid.

EMKAY GLOBAL FINANCIAL SERVICES LIMITED