Geojit Financial Services Limited — Proxy Solicitation & Information Statement 2018

Oct 16, 2018

GEOJIT PEOPLE YOU PROSPER WITH

16th October,�2018

To, To, The Manager, The Manager, Listing Department, Listing Department, National Stock Exchange of India Limited, Bombay Stock Exchange Limited, 'Exchange Plaza', C-1, Block - G, Phiroze Jeejeebhoy Towers, Bandra-Kurla Complex, Dalal Street, Bandra {E), Mumbai - 400 051 Mumbai - 400 001. Ph.No.022-26598100 Ph. No.022 22721233 Scrip Code : GEOJITFSL- EQ Scrip Code: 532285

Dear Sir/Madam,

Sub : Postal Ballot Notice

Please find enclosed copy of the Postal Ballot Notice for seeking approval from the shareholders of the Company for alteration of Objects Clause in the Memorandum of Association of the Company.

Kindly take this on your records.

Thanking you,

For Geojit Financial Services Limited

,,," ~ Liju K Johnson Company Secretary

•

-

Geojit Financial Services Ltd. (formerly known as Geojit BNP Paribas Financial Services Ltd.), Registered Office: 34/659-P, Civil Line Road, Padivattom. Kochi-682024, Kerala, India. Phone: +91 484-2901000, Website· www.geojit.com. For investor queries: customercar~'ä)geojitcom, For grievances: grievances@geojit.com, For compliance officer. compliance@geojit.com. Corporate Identity Number. L67120KL1994PLC008403, SEBI Regn Nos. Research Entity INH200000345, Investment Adviser INA200002817, Portfolio Manager INP000003203, Stock Broker INZ000104737, Depository Participant IN-DP-325-2017, ARN Regn.Nos:0098, IRDA Corporate Agent (Composite) No: CA0226. .. ~

GEOJIT FINANCIAL SERVICES LIMITED

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(Formerly known as Geojit BNP Paribas Financial Services Limited) (CIN: L67120KL1994PLC008403) Registered Office: 34/659-P, Civil Line Road, Padivattom, Kochi - 682024 E mail : mailus@geojit.com, Website : www.geojit.com Phone : 0484-2901000, Fax : 0484-2979695

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 pursuant to the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the Companies (Management and Administration) Rules, 2014 (“the Rules”) (including any statutory modification thereto or re-enactment made thereof for the time being in force), for seeking your consent, to pass the proposed resolution mentioned below through Postal Ballot/E-Voting. The explanatory statement pertaining to the said resolution setting out the material facts and the reasons thereof is annexed hereto along with a ‘Postal Ballot Form’ for your consideration.

The Board had appointed Mr. Chenayappillil John George, Managing Director (DIN 00003132) and Mr. Liju K Johnson, Company Secretary (ICSI membership No: ACS 21438), of the Company as the person responsible for the entire Postal Ballot process.

The Board of Directors of the Company has appointed Mr. Satheesh Kumar N, Practicing Company Secretary, (ICSI membership No: ACS 16543 and Certificate of Practice No: 6607), as the Scrutinizer for conducting the said Postal Ballot /E-Voting process in a fair and transparent manner.

Members desiring to vote through Postal Ballot Form (i.e. Physical Ballot), are requested to carefully read the instructions printed on the form enclosed herewith and return it, duly completed and signed along with your assent or dissent in the attached self-addressed postage pre-paid business reply envelope, so as to reach the Scrutinizer on or before the close of working hours i.e. 5:00 p.m. on Wednesday, 14th November, 2018. Please note that any Postal Ballot Form(s) received after the prescribed period will be treated as not having been received.

The Company has engaged M/s. National Securities Depository Limited to provide e-voting facility. The e-voting facility is available from Tuesday, 16th October, 2018 (9:00 a.m. IST onwards) till Wednesday, 14th November, 2018 (up to 5:00 pm IST). The E-Voting module will be disabled by NSDL for voting thereafter and any postal ballot form(s) received after the said date will be treated as if reply from the Member has not been received.

Members desiring to vote through electronic voting (“e-voting”), as per the facilities arranged by the company with National Securities Depository Limited (NSDL), are requested to read the instructions in the Notes under section “Voting through Electronic Means”. References to postal ballot in this Postal Ballot Notice include votes received electronically.

The Members may note that e-voting is optional and if a shareholder votes through e-voting facility as well as sends his vote through the Postal Ballot Form, the votes cast through e-voting shall only be considered by the Scrutinizer and voting done by Postal Ballot will be treated as invalid.

The Scrutinizer, after completion of scrutiny, will submit his report to the Chairman or any Director of the Company, as may be authorized by the Chairman in this regard. The result of the Postal Ballot will be announced by the Chairman or any Director of the Company so authorized by the Chairman, along with the Scrutinizer’s Report, on or before Friday, 16th

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GEOJIT FINANCIAL SERVICES LIMITED

November, 2018 by or before 05:00 pm IST through the website of the Company viz; www.geojit.com. The results will also be communicated to the Stock Exchanges on which the equity shares of the Company is listed. If the proposed resolution is assented by requisite majority, it shall be deemed to have been duly passed on Wednesday, 14th November, 2018 (up to 5:00 pm IST) i.e. the last day for receipt of duly completed Postal Ballot Forms and E-Voting.

The resolution for the purpose as stated herein below are proposed to be passed by Postal Ballot:

SPECIAL BUSINESS :

Item No. 1 Alteration of Objects Clause in the Memorandum of Association of the Company

To consider and, if thought fit, to pass, the following resolution as a SPECIAL RESOLUTION:

“RESOLVED THAT, pursuant to the provisions of Section 13 and other applicable provisions if any, of the Companies Act, 2013 and the Rules framed thereunder, including any statutory modification thereto or reenactment made thereof for the time being in force, and subject to the approval of the Registrar of Companies, Kerala and Lakshadweep,(“ROC”) and/or of any other concerned statutory or regulatory authority, as may be necessary, the Clause III (Objects Clause) of the Memorandum of Association of the Company, be and is hereby altered :

• (i) by inserting the following sub-clause under Part-A of Clause III, after the existing sub-clause 7:

”8. To undertake and carry on the business and activities as an Asset Management Company and/or to sponsor the set up of a mutual fund, asset management company, trustee company, alternative investment fund or any other pooled investment vehicles.”

(ii) by substituting the existing sub clause 3 under Part - B of Clause III with the following clause:

Subject to the applicable provisions of Companies Act 2013, to acquire or amalgamate with any other Company, whose objects include objects similar to those of this company, whether by sale or purchase (For fully or partly paid up shares or otherwise) of the undertaking, subject to liabilities of this or any such other company as aforesaid, with or without winding up or sale or purchase (fully or partly paid up shares or otherwise) of all the shares or stocks of this or any such other company as aforesaid, owned by partnership or in any other manner.

(iii) by substituting the existing sub clause 17 under Part - B of Clause III with the following clause:

Subject to the applicable provisions of Companies Act 2013, to borrow or raise money or to receive money on deposit at interest or otherwise in such manner as the company in particular decide.

• (iv) by substituting the existing sub clause 18 under Part - B of Clause III with the following clause:

Subject to the applicable provisions of Companies Act 2013, to sell, mortgage, assign or lease and in any other manner deal with or dispose of the undertaking or property of the company or any part thereof, whether moveable or immovable for such consideration as the company may think fit and in particular for shares, debentures and other securities of any other company having objects altogether or in part similar to those of this company.

• (v) by substituting the existing sub clause 21 under Part - B of Clause III with the following clause:

To create any Depreciation Fund, reserve fund, Insurance fund or any other special Fund, excepting funds for political purpose whether for depreciation or for repairing, improving, extend or maintaining any of the property of the company or for any other purpose conducive to the interests of the company.

• (vi) by inserting the following sub-clause under Part-B of Clause III, after the existing sub-clause 21:

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GEOJIT FINANCIAL SERVICES LIMITED

1. To carry on the business as Proprietors and publishers of newspapers, journals, magazines, books and other literary works and undertaking relating to main objects of the Company.

2. (vii) by removing Part C of Clause III of Memorandum of Association which is “Other Objects for which the Company is established are”

“RESOLVED FURTHER THAT the Managing Director of the Company and the Company Secretary, be and are hereby severally authorized to file, sign, verify and execute all such e-forms, papers or documents, as may be required and do all such acts, deeds, matters and things as may be necessary and incidental for giving effect to this Resolution, including agreeing to any change to the aforesaid clauses in the Memorandum of Association of the Company, as may be required by the ROC and/or any statutory/regulatory authority.”

By Order of the Board of Directors

Liju K Johnson Company Secretary Membership No. A21438

GEOJIT FINANCIAL SERVICES LIMITED Registered Office: 11[th] Floor, 34/659-P, Civil Line Road, Padivattom, Kochi – 682024, Kerala, India Corporate Identity Number (CIN): L67120KL1994PLC008403 Email : mailus@geojit.com, Website : www.geojit.com Phone : 0484-2901000, Fax : 0484-2979695

Kochi, 25th September 2018

IMPORTANT NOTES:

1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, setting out material facts and reasons for the proposed resolution is annexed hereto.

2. The Postal Ballot Notice is being sent to all the members, whose name appears in the Register of Members/ Statement of Beneficial Owners maintained by the Depositories ie; National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as on the close of business hours on Friday, 28th September, 2018 i.e; the “cut-off date”. A person, who is not a Member as on the cut-off date, should treat this Postal Ballot Notice for information purposes only.

3. The Postal Ballot Notice is being sent by email to those members who have registered their email addresses with their Depository Participants (in case of shares held in demat form) or with the company’s Registrar and Transfer Agent (in case shares held in physical form). For members whose email ids are not registered, physical copies of Postal Ballot Notice along with Ballot Form are being sent by permitted mode along with the postage prepaid self addressed Business Reply Envelope. The Postal Ballot Notice is also available on the website of the Company at www.geojit.com.

4. Voting rights shall be reckoned on the paid up value of shares registered in the name of the members as on Friday, 28th September, 2018 i.e; the cut-off date.

5. In accordance with Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure

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GEOJIT FINANCIAL SERVICES LIMITED

Requirements) Regulations 2015, (‘SEBI LODR Regulations’) and Section 108 and 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended form time to time, the Company is offering e-voting facility to all its members as an alternate mode to exercise their right to vote. For this purpose, the company has entered into an agreement with NSDL for facilitating e-voting to enable the members to cast their votes electronically. Please note that e-voting is optional.

1. 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 e-voting, then they should not vote by physical postal ballot and vice-versa. However, in case members cast their vote 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.

2. The Board of Directors has appointed Mr. Satheesh Kumar N (Membership No. 16543), Practicing Company Secretary, Kochi, to act as the Scrutinizer for conducting the Postal Ballot/E-voting process in a fair and transparent manner.

3. All documents referred to in this Postal Ballot Notice and Explanatory Statement setting out material facts are open for inspection to the 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 National Holiday(s) till Wednesday, 14th November, 2018 .

4. The duly completed Postal Ballot Form should reach the Scrutinizer not later than 5 p.m. on Wednesday, 14th November, 2018 to be eligible for being considered, failing which it will be treated as if no reply has been received from the member.

5. Upon completion of the scrutiny of ballot forms and e-voting, the Scrutinizer will submit his report to the Chairman / Director of the Company. The results of the Postal Ballot will be declared on or before Friday, 16th November, 2018 by or before 05:00 pm IST. The results along with the Scrutinizers report will be displayed on the website of the Company www.geojit.com and shall be communicated to the Stock Exchanges ie; the National Stock Exchange of India Limited (‘NSE’) and BSE Limited (‘BSE’).

6. For any queries in relation to voting through Postal Ballot or e-voting, members may contact Registrar and Transfer Agent (RTA) i.e; M/s. S.K.D.C. Consultants Limited, Kanapathy Towers, 3[rd] Floor, 1391/A-1, Sathy Road, Ganapathy, Coimbatore, Tamil Nadu- 641006 (Email: info@skdc-consultants.com, Ph : 0422-4958995.)

7. Resolutions passed by the members through Postal Ballot are deemed to have been passed as if they have been passed at a General Meeting of the Members.

13. Voting Through Electronic means

1. In compliance with the Regulation 44 of SEBI LODR Regulations, 2015, provisions of Section 108, 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, as amended, the Company is pleased to offer e-voting facility as an alternate to the postal ballot to all the shareholders of the Company.

2. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating e-voting.

3. The e-voting period commences on Tuesday, 16th October, 2018 (9:00 am IST) and ends on Wednesday, 14th November, 2018 (5:00 pm IST). During this period members of the Company, holding shares either in physical form or in demat form, as on the cut - off date of Friday, 28th September, 2018 , may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1 : Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/

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GEOJIT FINANCIAL SERVICES LIMITED

Step 2 : Cast your vote electronically on NSDL e-Voting system.

Details on Step 1 is mentioned below:

How to Log-into NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https:// www.evoting.nsdl.com/either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholders’ section.

3. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

Your User ID details are given below :
Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL. b) For Members who hold shares in demat account with CDSL. c) For Members holding shares in Physical Form.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**. 16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12** EVEN Number followed by Folio Number registered with the company. For example if folio number is 001 and EVEN is 101456 then user ID is 101456001**

1. Your password details are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

5. i. If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

6. ii. If your email ID is not registered, your ‘initial password’ is communicated to you on your postal address.

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1. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

2. a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

3. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

4. a) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address.

5. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

6. Now, you will have to click on “Login” button.

7. After you click on the “Login” button, Home page of e-Voting will open.

Details on Step 2 is given below:

How to cast your vote electronically on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.

2. After click on Active Voting Cycles, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.

3. Select “EVEN” of company for which you wish to cast your vote.

4. Now you are ready for e-Voting as the Voting page opens.

5. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

6. Upon confirmation, the message “Vote cast successfully” will be displayed.

7. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

8. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to sathveeka001@gmail.com with a copy marked to evoting@nsdl.co.in.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request at evoting@nsdl.co.in

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GEOJIT FINANCIAL SERVICES LIMITED

14. Voting Through Physical Postal Ballot Form

1. Members are requested to carefully read the instructions printed in the Postal Ballot Notice and Postal Ballot Form. Members are requested to complete the enclosed Postal Ballot Form with assent (for) or dissent (against) and send it to the Scrutinizer in the enclosed self-addressed pre-paid postage Business Reply Envelope. Postage charges will be borne and paid by the Company. However, in case a member sends the Postal Ballot Form by courier or registered post or delivers it in person at his expense, such Postal Ballot Forms will also be accepted.

2. The Postal Ballot Form, duly completed and signed by the Member(s) should be returned in the enclosed self- addressed pre-paid postage Business Reply Envelope directly to the Scrutinizer at Mr. Satheesh Kumar N, Practicing Company Secretary, having its office at, Krishna Apartments, Bldg. No. 55/1682, 2nd Floor, M G Road, Ravipuram, Kochi-682016, so as to reach the Scrutinizer before 05.00 pm on Wednesday, 14th November, 2018 .

3. Any Postal Ballot Form received after the said date shall be treated as if the reply from the Member(s) has not been received. No other form or photocopy of the Postal Ballot Form will be permitted / accepted.

4. In case the shares are held by companies, trusts, societies etc., the duly completed Ballot Form should be accompanied by a certified true copy of the relevant Board Resolution/Authorization.

5. Any query in relation to the resolution proposed to be passed by Postal Ballot may be sent to: www.companysecretary.com or write to the Company Secretary at the Registered Office of the Company.

6. Unsigned, incomplete, tick marked at both “for” and “against”, improperly or incorrectly tick marked Ballot Forms will be rejected. A Ballot Form will also be rejected if it is received in torn, defaced or mutilated condition. The scrutinizer’s decision on the validity of a Postal Ballot Form will be final and binding

By Order of the Board of Directors

Liju K Johnson Company Secretary Membership No. A21438

GEOJIT FINANCIAL SERVICES LIMITED Registered Office: 11[th] Floor, 34/659-P, Civil Line Road, Padivattom, Kochi – 682024, Kerala, India Corporate Identity Number (CIN): L67120KL1994PLC008403 Email : mailus@geojit.com, Website : www.geojit.com Phone : 0484-2901000, Fax : 0484-2979695

Kochi, 25th September 2018

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

Item No.1

The Board of Directors of the Company is of the view that considering the opportunities available in the Asset Management and Mutual Funds, the Company should enter into these businesses which can offer significant growth potential to the Company. To enable the Company to sponsor Asset Management Company, it is proposed to amend the Main Objects under the Objects Clause of the Memorandum of Association of the Company, by insertion of sub-clause 8 after the existing sub-clause III (A) 7 as stated in the Resolution in the annexed notice. In addition to the amendments in the 'Main Objects' other alterations pursuant to the Companies Act, 2013 in the Memorandum of Association under the heading Part B - "The Objects incidental or ancillary to the attainment of the Main Objects" is also proposed. The Board of Directors also suggest to add an enabling clause in the Part B for printing and publishing investment advisory related journals.

For complying with the provisions of Companies Act, 2013 it is required to remove “Other Objects” provided in the Part C of Clause III under the heading Other Objects of Memorandum of Association of the Company.

The above amendment would be subject to the approval of the Registrar of Companies, Kerala and/or any other Statutory or Regulatory Authority, as may be necessary.

A copy of the Memorandum of Association of the Company together with the proposed alterations is available for inspection by the Members of the Company at its Registered Office during between 10.00 a.m. to 5.00 p.m. on all working days up to the last date of receipt of postal ballot form by the Scrutinizer.

The Directors recommends the passing of the Resolution as set out at Item No. 1 of the accompanying Notice for the approval of the Members of the Company.

None of the Directors of the Company or the Key Managerial Persons of the Company or their respective relatives, are concerned or interested, financially or otherwise in the resolution as set out at Item No. 1 of the accompanying Postal Ballot Notice.

By Order of the Board of Directors

Liju K Johnson Company Secretary Membership No. A21438

GEOJIT FINANCIAL SERVICES LIMITED Registered Office: 11[th] Floor, 34/659-P, Civil Line Road, Padivattom, Kochi – 682024, Kerala, India Corporate Identity Number (CIN): L67120KL1994PLC008403 Email : mailus@geojit.com, Website : www.geojit.com Phone : 0484-2901000, Fax : 0484-2979695

Kochi, 25th September 2018

GEOJIT FINANCIAL SERVICES LIMITED

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GEOJIT FINANCIAL SERVICES LIMITED

(Formerly known as Geojit BNP Paribas Financial Services Limited) (CIN: L67120KL1994PLC008403) Registered Office: 34/659-P, Civil Line Road, Padivattom, Kochi - 682024 E mail : mailus@geojit.com, Website : www.geojit.com Phone : 0484-2901000, Fax : 0484-2979695

POSTAL BALLOT FORM

Sr. No :

• 1 Name(s) of Shareholder(s) : (in block letters) (including joint holders, if any)

• 2 Registered address of the sole / first : named shareholder

• 3 Registered Folio No. (for those holding : physical shares) DP ID No. and Client ID No. (for those holding shares in dematerialised form)

• 4 Number of shares held :

I/We hereby exercise my/our vote in respect of the resolutions to be passed through Postal Ballot for the business stated in the Notice of the Company by sending my/our assent or dissent to the said resolutions by placing the tick ( 3 ) mark at the appropriate box below:

(Tick ( 3 ) in both boxes will render the ballot invalid)

(Tick(	(Tick(	3)in both boxes will render the ballot invalid)
Sr. No.		Description			No. of Shares	FOR I/We assent to the resolution (3)	AGAINST I/We assent to the resolution (3)
1.		Approval for alteration of Objects Clause in the Memorandum of Association of the Company
Place : Date : (Signature of the Member) The Company is pleased to offer all its Members, e-voting facility as an alternative mode for casting their votes electronically, instead of sending the postal ballot forms to the Scrutinizer. However, e-voting is optional. ELECTRONIC VOTING PARTICULARS EVEN (e-voting event number) User ID Password The e-voting facility will be available during the following voting period:
	Commencement of E-Voting			End of E-Voting
	Tuesday, 16th October, 2018 at 9:00 Hours IST			Wednesday, 14th November, 2018 at 17:00 Hours IST

Notes :

1. Please read the instructions printed below carefully before filling this form and for e-voting, please refer to the instructions for voting through electronic means provided in the Postal Ballot Notice sent herewith.

2. The last date for the receipt of Postal Ballot Forms by the Scrutinizer is Wednesday, 14th November, 2018 up to 17:00 Hours IST

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INSTRUCTIONS

1. A member desiring to exercise vote by postal ballot may complete this Postal Ballot Form and send it to the Scrutinizer in the attached postage prepaid self-addressed Business Reply Envelope. Postage will be borne and paid by the Company. However, envelopes containing postal ballots, if deposited in person or sent by courier / speed post at the expense of the member, will also be accepted.

2. Alternatively, a member may vote through electronic mode as per the instructions for voting through electronic means provided in the Postal Ballot Notice sent herewith.

3. The self-addressed envelope bears the name of the Scrutinizer appointed by the Board of Directors of the Company.

4. This form should be completed and signed by the member. In case of joint holding, this form should be completed and signed (as per the specimen signature registered with the Company) by the first named member and in his / her absence, by the next named member. and in his / her absence, by the next named member.

5. Consent must be accorded by placing a tick mark ( 3 ) in the column, 'I assent to the resolution' or dissent must be accorded by placing a tick mark ( 3 ) in the column, 'I dissent to the resolution.'

6. The votes of a member will be considered invalid on any of the following grounds:

7. a) if the Postal Ballot form has not been signed by or on behalf of the member;

8. b) if the member's signature does not tally;

9. c) if the member has marked his / her / its vote both for 'Assent' and also for 'Dissent' to the 'Resolution' in such a manner that the aggregate shares voted for 'Assent' and 'Dissent' exceeds total number of shares held;

10. d) if the member has made any amendment to the resolution or imposed any condition while exercising his vote.

11. e) if the Postal Ballot Form is incomplete or incorrectly filled;

12. f) if the Postal Ballot Form is received torn or defaced or mutilated such that it is difficult for the Scrutinizer to identify either the member or the number of votes, or whether the votes are for 'Assent' or 'Dissent', or if the signature could not be verified, or one or more of the above grounds;

13. g) if the form other than the one issued by the Company is used;

14. Duly completed Postal Ballot Forms should reach the Scrutinizer on or before Wednesday, 14th November, 2018. If any Postal Ballot Form is received after this date, it will be considered that no reply from such member has been received.

15. A member may request for a duplicate Postal Ballot Form, if so required. However, the duly filled in duplicate Postal Ballot Forms should reach the Scrutinizer no later than the date specified in Item (7) above.

16. In case of shares held by companies, trusts, societies, etc., the duly completed Postal Ballot Form should be accompanied by a certified true copy of Board Resolution / Power of Attorney/ attested specimen signatures etc. In case of electronic voting, documents such as the certified true copy of Board Resolution / Power of Attorney, along with attested specimen signatures, should be mailed to the Scrutinizer at sathveeka001@gmail.com, with a copy marked to evoting@nsdl.co.in, or deposited at the registered office of the Company.

17. Members are requested NOT to send any other paper along with the Postal Ballot Form in the enclosed selfaddressed postage prepaid envelopes in as much as all such envelopes will be sent to the Scrutinizer and any extraneous paper found in such envelopes would be destroyed by the Scrutinizer and the Company would not be able to act on the same.

18. A member need not use all his / her votes nor does he / she need to cast his / her votes in the same way.

19. Voting rights shall be reckoned on the paid-up value of the shares registered in the name of the member on the cutoff date, i.e. Friday, 28th September, 2018.

20. The Scrutinizer's decision on the validity of the postal ballot shall be final.

21. Only a member entitled to vote is entitled to fill in the Postal Ballot Form and send it to the Scrutinizer, and any recipient of the Notice who has no voting right should treat the Notice as an intimation only.

Attention to the members:

The members are requested to note that SEBI has amended Regulation 40 of SEBI (LODR) Regulations 2015 vide the Notification dated June 8, 2018 and in terms of the said notification, requests for transfer except transmission or transposition of securities, held in physical form will not be processed after December 5, 2018. In this regard, members are requested to dematerialize the securities held in physical form on or before December 5, 2018