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Swelect Energy Systems Limited Proxy Solicitation & Information Statement 2019

Feb 25, 2019

61255_rns_2019-02-25_4c84eb1b-74ba-4184-817f-47b4ca55c255.pdf

Proxy Solicitation & Information Statement

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Stay powerful when sun shines. And thereafter ...

February 25, 2019

BSE Limited Department of Corporate Services Floor 25, P. J. Towers, Dalal Street, Mumbai-400 001.

National Stock Exchange of India Limited Listing Department Registered Office: "Exchange Plaza", Bandra - Kurla Complex, Bandra (E), Mumbai - 400 051.

Scrip Code: 532051

Scrip Code: SWELECTES

Dear Sir I Madam,

Sub: Notice of Postal Ballot/Remote E-voting pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Kindly refer to our letter dated gth February 2019 regarding decision of the Board for seeking approval of Members of the Company through Postal Ballot and electronic voting. In this connection we enclose herewith t he Postal Ballot Notice and the Postal Ballot Form dispatched to the Members, today (25th February 2019), for transacting the following business:

    1. Approval for Appointment of Mr. S. Krishnan, as an Independent Director of the Company for the Casual Vacancy Period - Ordinary Resolution
    1. Re- Appointment of Mr. S. Krishnan, as an Independent Director of the Company for t he second term of 5 ( Five) Consecutive Years- Special resolution

The Postal Ballot/remote e-voting begins on 26th February 2019 (9.00 Hours IST) and ends on 27th March 2019 (17.00 Hours IST). The last date for receipt of Postal Ballot and remote e-voting is on Wednesday, 2ih March 2019 at 17:00 Hours IST. The voting rights for the above purpose will be reckoned based on the equity shares held by the members/Beneficial owners as on 151 h February 2019 (cut-off Date).

The results of the Postal ballot I remote e-voting would be announced on Thursday, March 28, 2019 at the Registered office of the Company at 17:00 Hours IST. The results along with the Scrutinizer's report will be su bmitted to stock exchanges, displayed in the Company's Notice Board and website www.swelectes.com. The same will be sent to Central Depository Services (India) Limited for disseminating to the Members.

We request you to kindly take on record the above compliance.

Thanking you, Yours faithfully, For SWELECT ENERGY SYSTEMS LIMITED

R~. R. SATHISHKUMAR

COMPANY SECRETARY

Encl.: As above

SWELECT ENERGY SYSTEMS LIMITED

Registered Office: "SWELECT House", No.5, Sir P.S. Sivasamy Salai, Mylapore, Chennai – 600 004 Tel: +91 44 24993266, Fax: +91 44 24995179 Website: www.swelectes.com; Email: [email protected] CIN: L93090TN1994PLC028578

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 Members,

NOTICE is hereby given pursuant to Section 110 read with Rule 22 of the Companies (Management and Administration) Rules, 2014 (the Rules) under the Companies Act, 2013 (the Act 2013),including any statutory modifications or re-enactments thereof for the time being in force and other applicable provisions, if any, for seeking approval of the members, by way of Ordinary / Special Resolution, through postal ballot including voting by electronic means for the business as set out in the postal ballot notice.

The draft of the resolutions to be passed, together with the Explanatory Statement, pursuant to Section 102(1) of the Act 2013, setting out the material facts and reasons thereto, for this purpose are being sent to the members, alongwith postal ballot form, so as to enable members for sending their assent or dissent in writing by postal ballot means.

The Company is pleased to provide the remote e-voting facility for voting through 'electronic means' to enable members for casting their votes by selecting appropriate options for the Resolutions, in accordance with the provisions of the Act 2013 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 hereinafter referred to as "SEBI (LODR) Regulations, 2015".

In accordance with Regulation 44 of SEBI (LODR) Regulations, 2015 and in terms of Section 110 of the Act, 2013 and the Rules made thereunder, the Company for this purpose, has engaged Central Depository Services (India) Limited (CDSL), an agency authorized by the Ministry of Corporate Affairs (MCA), for facilitating the members to communicate their assent or dissent through ''electronic means'' in respect of the Resolutions.

The detailed procedures for voting through ''electronic means'' are given below the Explanatory Statement attached herewith. The voting rights of the shareholders shall be in proportion to their shares in the paid-up equity share capital of the Company as on the Cut-off date, viz., 15th February 2019. A person, who is not a member as on the Cut-off date, should treat this notice for information purposes only. The voting rights in respect of unclaimed shares held in Investors Education and Protection Fund stands frozen in terms of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

The board of directors of the Company (the board) has appointed Mr. R. Kannan, Practising Company Secretary, Chennai, as the Scrutinizer, at its meeting held on 9th February 2019, for conducting the voting by "post" and through ''electronic means'' in a fair and transparent manner.

Members are, therefore, requested to carefully read the instructions printed for voting by "post" or through "electronic means", namely by –

  • (i) returning the postal ballot form duly completed, as per the instructions contained in the postal ballot form, in the attached self-addressed postage pre-paid envelope, so as to reach the Scrutinizer not later than 17.00 Hours IST on 27th March 2019; or
  • (ii) casting their votes electronically from 26th February 2019 (9.00 Hours IST) to 27th March 2019 (17.00 Hours IST) by following the procedures as explained in the Explanatory Statement.

The Scrutinizer will submit his report on the results of voting by means of "post" and through "electronic means" to the Chairman of the Company or any authorised person of the Company, after completion of the scrutiny of postal ballot forms and voting by "electronic means".

The results will be announced by the Chairman or any other person authorised by the Chairman in writing for this purpose, at the registered office of the Company at "SWELECT House", No.5, Sir P.S. Sivasamy Salai, Mylapore, Chennai – 600 004, Tamil Nadu, India, on Thursday, the 28th March 2019.

The last date of voting, i.e., Wednesday, the 27th March 2019 will be taken as the date of passing of the said Resolutions by the members of the Company.

Members requiring any clarification may contact Mr. R. Sathishkumar, Company Secretary at the registered office of the Company at the address given above or through e-mail viz., [email protected]; [email protected].

All documents, referred to in this Notice and in the Explanatory Statement referred to under Section 102(1) of the Act, 2013, are open for inspection at the registered office of the Company, during office hours on all working days between 9.00 Hours IST and 17.30 Hours IST up to Wednesday, the 27th March 2019.

The said Notice of Postal Ballot and Ballot Form have also been placed on the Company's website viz., www.swelectes.com and at CDSL website: https://www.evotingindia.com, for use by the Members.

SPECIAL BUSINESS

Item No.1

APPROVAL FOR APPOINTMENT OF MR. S. KRISHNAN, AS AN INDEPENDENT DIRECTOR OF THE COMPANY FOR THE CASUAL VACANCY PERIOD

To consider and if thought fit to pass with or without modification the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Sections 149, 152 and 161(4) read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013, the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), consent of the members be and is hereby accorded for the appointment of Mr. S. Krishnan (DIN: 07163629), as an Independent Director up to 31.3.2019, who was appointed by the Board on 23.07.2018 to fill the casual vacancy caused due to resignation of Mr. V. M. Sivasubramaniam (DIN: 00017249), Independent Director, before expiry of his term of office.

RESOLVED FURTHER THAT the Managing Director / Company Secretary of the Company be and are hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.

Item No.2

RE-APPOINTMENT OF MR. S. KRISHNAN, AS AN INDEPENDENT DIRECTOR OF THE COMPANY FOR THE SECOND TERM OF 5 (FIVE) CONSECUTIVE YEARS

To consider and if thought fit to pass with or without modification the following resolution as a Special Resolution:

RESOLVED THAT pursuant to the provisions of Sections 149, 152 and 160 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Mr. S. Krishnan (DIN: 07163629), who holds office as an Independent Director up to 31st March 2019 and being eligible, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for the second term of 5 (five) consecutive years, i.e. from 1st April 2019 to 31st March 2024.

RESOLVED FURTHER THAT the Managing Director / Company Secretary of the Company be and are hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.

By order of the Board For swelect energy systems limited

Place: Chennai R. SATHISHKUMAR Date: 9th February 2019 Company Secretary

Sd/-

Encl:

  • 1) Explanatory Statement in terms of Section 102 (1) of the Companies Act 2013 and the procedures for voting through ''electronic means'' and "post".
  • 2) Postal ballot form & self-addressed postage pre-paid envelope.

Annexure to the Notice of postal ballot dated 9th February 2019

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013 IN RESPECT OF THE ORDINARY / SPECIAL RESOLUTION

The following explanatory statement sets out all the material facts relating to the special business mentioned in the accompanying notice dated 9th February 2019 and shall be taken as forming part of the notice.

Item No.1

The Board of Directors at its meeting held on 23.07.2018, appointed Mr. S. Krishnan, as an Independent Director of the Company by filling the casual vacancy caused due to resignation of Mr. V. M. Sivasubramaniam, (DIN: 00017249). Mr. S. Krishnan, holds office up to 31st March 2019, the date on which the term of office of Mr. V.M. Sivasubramaniam will expire.

Pursuant to Section 161(4) of the Companies Act, 2013, the casual vacancy filled by the Board of Directors of the Company, has to be approved by the members in the immediate next general meeting. The Board of Directors has decided to obtain approval of the members through postal ballot process and the Company sought members' approval through this postal ballot notice.

Except Mr. S. Krishnan, none of the other directors or key managerial personnel of the Company or their relatives is concerned or interested, financially or otherwise, in the resolution as set out in item no.1 of this notice.

The board therefore recommends the ordinary resolution as set out at item no.1 of the Notice for approval by the members of the Company.

Item No.2

It is proposed to re-appoint Mr. S. Krishnan, as an Independent Director, not liable to retire by rotation, for the second term of five consecutive years w.e.f. 1st April 2019. As per Section 149 of the Companies Act, 2013 such re-appointment requires the approval of the members by way of Special Resolution.

Both the Nomination and Remuneration Committee of directors and the board were of the opinion, after evaluating his performance, appropriate mix of skills, experience, competency and other attributes, that his continued association would be of immense benefit to the Company and it is desirable to continue to avail his services as an Independent Director.

Mr. S. Krishnan, fulfils the terms and conditions specified under the Act 2013 and rules made thereunder for the appointment as an Independent Director and also meet the criteria of independence as prescribed both under Section 149(6) of the Act 2013 and under Regulation 16(1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A brief profile including nature of his expertise in specific functional areas, other directorships and committee memberships, his shareholding and relationship with other directors in the Company are appended to the notice annexed hereto.

Copy of draft letter of appointment of the Independent Director, setting out the terms and conditions of appointment is available for inspection by the members at the registered office of the Company.

Notice has been received from a member of the Company under Section 160 of the Act 2013, signifying his intention to propose the candidature of the aforesaid Independent Director and to move the resolution as set out in item no. 2 of this notice.

Except Mr. S. Krishnan, being appointee, none of the other directors or key managerial personnel of the Company or their relatives is concerned or interested, financially or otherwise, in the resolution for appointment as set out in item no. 2 of this notice.

The board therefore recommends the special resolution as set out at item no.2 of the Notice for approval by the members of the Company.

In terms of Regulation 36 (3) of SEBI (LODR) Regulations, 2015, read with Secretarial Standards on General Meetings, brief profile of the Director, who is proposed to be re-appointed, nature of his expertise in specific functional areas, other directorships and committee memberships, his shareholding and relationship with other Directors of the Company are given below:

Age & Date of Birth 57 years (1/6/1961)
Qualification Fellow Member of the Institute of Chartered Accountants of India since 1st
February 1988 and also completed the exam conducted by the Institute of
Company Secretaries. He also Graduated from Vivekananda College and
completed the schooling from Don Bosco Matriculation, Egmore.
Experience Professional – 30 years of experience
Carries out Audit of Public Limited Companies.
Runs a BPO for Clients - Citibank, DCB Bank, Citi Corp Financial Services,
ACT Broadband, Hipbar Private Limited (A Semi Closed Wallet) approved
by Reserve Bank of India, Home First (Small Housing Finance Company)
DHFL and CPP Assistant Services Private Limited.
The above processes include Voice, Processing and Concurrent Audits.
Was also handling Banks like ICICI Bank, Ujjivan Financial Services and
Barclays Bank and Aditya Birla Finance Limited.
Terms and conditions of re-appointment Independent Director for second term of five consecutive years
with effect from 1-4-2019 to 31-3-2024.
Remuneration No Remuneration is being paid except sitting fees for attending the Board
Meetings.
Date of first appointment on the Board 23.7.2018
Shareholding in the Company NIL
Inter-se relationship with other
Directors
NIL
Number of Board meetings attended
during the year
5
Directorships held in other Companies Chrysalis Digital Solutions and Services Private Limited
Does not hold directorship in Listed or Unlisted Public Company
Chairmanship/ Membership in
Committees of the other Board
NIL

By order of the Board For swelect energy systems limited

Place: Chennai R. SATHISHKUMAR Date: 9th February 2019 Company Secretary

Sd/-

NOTES:

    1. Explanatory Statement pursuant to the provisions of Section 102(1) of the Companies Act, 2013 stating all material facts and the reasons for the Ordinary/Special Resolution to be passed through Postal Ballot/Remote E-voting, is annexed hereto.
    1. The Postal Ballot Notice is being sent to all the Members, whose names appear on the Register of Members/list of Beneficial Owners as received from National Securities Depository Limited (NSDL)/Central Depository Services (India) Limited (CDSL) as on February 15, 2019. The Postal Ballot Notice is being sent to Members in electronic form to the email addresses registered with their Depository Participants (in case of electronic shareholding) / the Company (in case of physical shareholding). For Members whose email IDs are not registered, physical copies of the Postal Ballot Notice are being sent by permitted mode along with a postage-prepaid self-addressed Business Reply Envelope.
    1. Members whose names appear on the Register of Members / List of Beneficial Owners as on February 15, 2019 will be considered for the purpose of voting. A person who is not a Member as on the relevant date should treat this notice for information purposes only.
    1. All the documents referred to in the accompanying notice and Explanatory Statement are open for inspection during office hours (9:00 Hours IST to 17:30 Hours IST) on all working days, from the date of dispatch of postal ballot notice until the last date for receipt for votes by postal ballot / remote e-voting.
    1. 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.

INSTRUCTIONS FOR ELECTRONIC VOTING (REMOTE E-VOTING)

Start Date: Tuesday, 26th February 2019

Last Date: Wednesday, 27th March 2019

In compliance with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 110 and other applicable provisions of the Companies Act, 2013, read with the related Rules, the Company is pleased to provide remote e-voting facility to all its Members, to enable them to cast their votes electronically instead of dispatching the physical postal ballot form by post. The Company has engaged the services of CDSL for the purpose of providing remote e-voting facility to all its members.

The detailed process, instructions and manner for availing remote e-voting facility is provided herein below:

The remote e-voting period commences on 26th February 2019 (9:00 Hours IST) and ends on 27th March 2019 (17:00 Hours IST). During this period members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. February 15, 2019 may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter.

We request you to kindly read the instructions printed below and exercise your vote through internet during the voting period from 26th February 2019 (9:00 Hours IST) to 27th March 2019 (17:00 Hours IST).

The instructions for members for voting electronically are as under:-

  • I. Log on to the remote e-voting website www.evotingindia.com during the voting period.
  • II. Click on "Shareholders / Members" tab.
  • III. Now Enter your User ID
  • (a) For CDSL :16 digits beneficiary ID
  • (b) For NSDL: 8 Character DP ID followed by 8 Digits Client ID
  • (c) Members holding shares in Physical Form should enter Folio Number registered with the Company and then enter the Captcha Code as displayed and Click on Login.
  • IV. If you are holding shares in Demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any Company, then your existing password is to be used. If you are a first time user, follow the steps given below.

Now, fill up the following details in the appropriate boxes:

For Members holding shares in Demat Form
PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable
for both demat shareholders as well as physical shareholders)
*Members who have not updated their PAN with the Company/Depository Participant
are requested to use the first two letters of their name followed by 8 digits serial number
(printed on the Postal Ballot Form) in the PAN field.
For Example:
Your Name
: SURESH KUMAR
8 digits Serial No.
:00002800
Then type in the PAN Field: SU00002800
DOB# Enter the Date of Birth as recorded in your demat account or in the Company records for
the said demat account or folio in dd/mm/yyyy format.
Dividend Bank Details# Enter the Dividend Bank Details as recorded in your demat account or in the Company
records for the said demat account or folio.

Please enter any one of the details in order to login. In case both the details are not recorded with the depository or company, please enter the member id/folio number in the Dividend Bank details field.

  • V. After entering these details appropriately, click on "SUBMIT" tab.
  • VI. Members 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 may also be used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for remote 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.
  • VII. For Members holding shares in physical form, the details can be used only for remote e-voting on the resolutions contained in this Notice.
  • VIII. Click on the EVSN for SWELECT ENERGY SYSTEMS LIMITED on which you choose to vote.
  • IX. On the voting page, you will see Resolution Description and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
  • X. Click on the "Resolutions File Link" if you wish to view the entire Resolutions.
  • XI. After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
  • XII. Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
  • XIII. You can also take print out of the voting done by you by clicking on "Click here to print" option on the Voting page.
  • XIV. If Demat account holder has forgotten the changed password then Enter the User ID and Captcha Code, click on Forgot Password & enter the details as prompted by the system.

XV. Note for Non – Individual Shareholders and Custodians

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves as Corporates.

A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

  • After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
  • The list of accounts linked in the login should be mailed to [email protected] 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.
  • XVI. In case you have any queries or issues regarding remote e-voting, you may refer the Frequently Asked Questions ("FAQs") and remote e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].
  • XVII. For any queries or issues regarding remote e-voting, you may also contact our Registrar and Share Transfer Agents M/s. Cameo Corporate Services Limited, Subramanian Building, No.1, Club House Road, Chennai – 600 002. Name of contact person: Mr. P. Muralidharan, Assistant Manager, email id: [email protected], Tel: +91 44 28460390.

Mobile app m-Voting:

Shareholders can also cast their vote using CDSL's mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. 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.

SWELECT ENERGY SYSTEMS LIMITED

Registered Office: "SWELECT House", No.5, Sir P.S. Sivasamy Salai, Mylapore, Chennai – 600 004 Tel: +91 44 24993266, Fax: +91 44 24995179 Website: www.swelectes.com; Email: [email protected] CIN: L93090TN1994PLC028578

POSTAL BALLOT FORM

Serial No. :

    1. Name and Registered Address of the Sole / : First named Shareholder
    1. Name(s) of the Joint Holder(s),if any :
    1. Registered Folio No./DP ID & Client ID No.* : (* For shares held in demat form)
    1. 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 Postal Ballot/ Remote E- Voting of the Company, dated 9th February 2019 by sending my/our assent (FOR) or dissent (AGAINST) to the said resolutions by placing a tick () mark in the appropriate box below:

Resolution
No.
Particulars No. of
Shares held
I/We assent
to the
Resolution
(FOR)
I/We dissent
to the
Resolution
(AGAINST)
1. Approval for Appointment of Mr. S. Krishnan, as an
Independent Director of the company for the casual
vacancy period - Ordinary Resolution
2. Re-appointment of Mr. S. Krishnan, as an Independent
Director of the company for the second term of 5 (Five)
consecutive years – Special Resolution

Place:

Date: ______________________________

Signature of Shareholder / POA holder / Authorised Representative

Note: The last date for receipt of Postal Ballot Forms by the Scrutinizer is Wednesday, 27th March 2019 up to 17:00 Hours IST. Please read the instructions printed overleaf carefully before exercising your vote.

EVSN
(Electronic Voting Sequence Number)
USER ID PASSWORD
190221009 Folio No. / DP ID & Client ID No. Please enter the Existing password or
enter the PAN No. with Date of Birth/
BANK A/c No.

INSTRUCTIONS FOR VOTING BY POSTAL BALLOT FORM

Start Date: Tuesday, 26th February 2019 Last Date: Wednesday, 27th March 2019

    1. Shareholders desirous of exercising vote by physical Postal Ballot should complete the Postal Ballot Form in all respects and send it to the Scrutinizer in the attached self-addressed postal prepaid business reply envelope which shall be properly sealed with adhesive or adhesive tape. However, letters containing Postal Ballot Form, if sent by courier, at the expense of the shareholder will also be accepted. The shareholders are requested to convey their assent or dissent in the enclosed Postal Ballot Form.
    1. The votes should be cast either assent (FOR) or dissent (AGAINST) by putting the tick (√) mark in the column provided for assent or dissent. Postal Ballot Form bearing tick marks in both the columns will render the Form invalid.
    1. A self-addressed postage prepaid business reply envelope is being attached to this Notice. The self-addressed envelope bears the address to which duly completed Postal Ballot Form is to be sent.
    1. The Postal Ballot Form should be signed by the shareholders as per the specimen signatures registered with the Registrar/ Depository. In case the equity shares are jointly held, Postal Ballot Form should be completed and signed (as per specimen signatures registered with Registrar/ Depository) by the first name shareholder and in his/her absence, by the next named shareholder. Holder(s) of Power of Attorney(s) (POA) on behalf of the shareholder(s) may vote on the Postal Ballot enclosing an attested copy of the POA. Unsigned Postal Ballot Forms will be rejected.
    1. In case of Equity Shares held by the shareholders other than the individual shareholders, the duly completed Postal Ballot Form should be signed by the authorized signatory, whose signature was already registered with Registrar/ Depository and it should be accompanied by a certified copy of Board Resolution/ Authorisation together with the specimen signature(s) of the duly authorized signatories giving requisite authorities to the person voting on the Postal Ballot Form.
    1. Postal Ballot Form signed by the holder of Power of Attorney for and on behalf of a shareholder of the company must be accompanied by the copy of Power of Attorney duly certified by Magistrate, Notary Public or Special Executive Magistrate or a similar authority holding a public office and authorized to use the seal of his office. If the board resolution / authorization is already registered with the Company, please quote the registration number beneath the signature.
    1. The Duly Completed Postal Ballot Form should reach the Scrutinizer not later than closing hours (till 17:00 Hours IST) on Wednesday, the 27th March 2019. Postal Ballot Form received after this date will be treated as if reply from such Shareholder has not been received. The shareholders are requested to send the duly completed Postal Ballot Form well before the last date providing sufficient time for the postal transit.
    1. Voting rights shall be reckoned on the paid up value of the shares registered in the name(s) of the shareholder(s) as on February 15, 2019.
    1. Shareholders are requested not to send any paper (other than the Resolution/authority as mentioned under instruction above) along with the Postal Ballot Form in the enclosed self-addressed postage prepaid letter as all such documents will be sent to the Scrutinizer and if any extraneous paper is found therein, the same would not be considered and would be destroyed by the Scrutinizer.
    1. There will be only one Postal Ballot Form for every folio / client ID irrespective of the number of the joint shareholders. On receipt of the duplicate Postal Ballot Form, the original will be rejected.
    1. In case a Member is desirous of obtaining a printed postal ballot form or a duplicate, he or she may write to our Registrar and Share Transfer Agents M/s. Cameo Corporate Services Limited, Subramanian Building, No.1, Club House Road, Chennai – 600 002. Name of contact person: Mr. P. Muralidharan, Assistant Manager, email id: murali@ cameoindia.com, Tel: +91 44 28460390.
    1. Incomplete, unsigned or incorrectly filled Postal Ballot Form shall be rejected. No other form or photocopy of the attached Postal Ballot Form will be permitted.