EMGEE CABLES AND COMMUNICATIONS LIMITED€¦ · Manoj Maheshwari, Scrutinizer, Emgee Cables and...

EMGEE CABLES AND COMMUNICATIONS LIMITED

Admin. off.:T-16, “Alankar Plaza”, Central Spine, Vidhyadhar Nagar, Jaipur-302023 R. O. & Works: F-75-76, Udhyog Vihar, Jaitpura, Jaipur-303702

Tel: +91-141-3240104-05,3277104 Fax: +91-141-2230520 Website: www.emgeecables.com, E-mail: [email protected]

CIN : L31300RJ1987PLC003918

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POSTAL BALLOT NOTICE

Notice pursuant to Section 110 of the Companies Act, 2013 Dear Shareholder(s), Notice is hereby given that pursuant to Section 110 of the Companies Act, 2013 (“the Act”) read with Rule 22 of Companies (Management and Administration) Rules, 2014 (including any statutory modification(s), amendment(s) or re-enactment(s) thereof for the time being in force), the Company is seeking consent of the shareholders on special business set out herein below, proposed to be passed by way of postal ballot or electronic voting (e-voting). References to Postal Ballot(s) below include votes received electronically. The Board of Directors of the Company has appointed CS Manoj Maheshwari, FCS 3355, Practicing Company Secretary, Jaipur, as a Scrutinizer for conducting the Postal Ballot / E-Voting process in accordance with the law and in a fair and transparent manner. Please read carefully the instructions printed on the Postal Ballot Form and return the Form duly completed with the assent (for) or dissent (against), in the enclosed postage prepaid self-addressed envelope. Postage will be borne and paid by the Company. Postal Ballot Form(s), if sent by courier or by registered post / speed post at the expense of the Member(s) will also be accepted. The Postal Ballot Form(s) may also be deposited personally at the address given on the postage prepaid self-addressed envelope. The duly completed postal ballot form(s) should reach the Scrutinizer on or before the closing of working hours i.e. 05:00 P.M on Thursday, October 26, 2017, addressed to CS Manoj Maheshwari, Scrutinizer, Emgee Cables and Communications Limited, at the registered office of the Company situated at F-75-76, Udhyog, Vihar, Jaitpura, Jaipur -303702, to be eligible for being considered, failing which, it will be strictly considered that no reply has been received from the Member. Members may note that as required under the provisions of Sec 108, 110 and other applicable provisions (if any) of the Companies Act, 2013 and the rules as applicable in that regard, the Company has engaged the services of Central Depository Services (India) Limited (“CDSL”) to provide remote e-voting facility to members of the Company. Accordingly, the Company is providing remote e-voting facility as an alternate, which would enable them to cast votes electronically, instead of dispatching Postal Ballot Forms. E-voting is optional. Only members entitled to vote are entitled to fill in the Postal Ballot Form and send it to the Scrutinizer or vote under the remote e-voting facility offered by the Company. If a member has opted for remote e-voting, then he/she should not vote by Postal Ballot and vice versa. However, in case members cast their vote both via physical ballot and remote e-voting, then remote e-voting shall prevail and voting done via physical ballot shall be treated as invalid. If you are holding shares in Demat form and had logged on to www.evotingindia.com and casted your vote earlier for EVSN of any company, then your existing login id and password are to be used.




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The e-voting facility is available at the link www.evotingindia.com till 05:00 P.M. on Thursday, October 26, 2017. Please read and follow the instructions on remote e-voting enumerated in the Notes to this Notice. The Scrutinizer will submit his report to the Managing Director or to any other director authorized by the Managing Director or Company Secretary of the Company after completion of the scrutiny of the voting done through the Postal Ballot Forms received in physical form and through e-voting process. The consolidated results thereof will be announced on Saturday, October 28, 2017, at the Registered Office of the Company at F-75-76, Udhyog, Vihar, Jaitpura, Jaipur -303702 at 04:00 P.M. (appointed time) by the Managing Director, failing him, by any Director, failing him Company Secretary of the Company. Members who wish to be present at the time of declaration of results may do so by reaching at the registered office of the Company at the appointed time. Also, the result will be published on the website of the Company, www.emgeecables.com and will be communicated to the stock exchange, depository etc. The resolutions, if approved, will be taken as passed effectively on the last date of receipt of postal ballot forms and e-voting, i.e. October 26, 2017 (“deemed date of passing of the resolutions mentioned in the postal ballot notice dated September 13, 2017”). RESOLUTIONS TO BE PASSED THROUGH POSTAL BALLOT

1. PREFERENTIAL ISSUE OF SHARE WARRANTS

To consider and, if thought fit, to give assent or dissent to the following Resolution as Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 62(1)(c), 42 and other applicable provisions, if any, of the Companies Act, 2013 read with the relevant rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) (the “Act”) and in accordance with the enabling provisions of the Memorandum of Association and Articles of Association of the Company and in accordance with the provisions on preferential issue as contained in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (“SEBI (ICDR) Regulations”), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 as amended and the rules, regulations, notifications and circulars issued thereunder and any other rules/regulations/guidelines, notifications, circulars and clarifications issued thereon from time to time by the Securities and Exchange Board of India (“SEBI”) and subject to such approvals, consents, permissions and sanctions as may be necessary or required from regulatory or other appropriate authorities, and subject to such conditions and modifications as might be prescribed while granting such approval, consents, permissions and sanctions and which terms may be agreed to by the Board of Directors of the Company (the “Board”, which term includes a duly constituted and authorized committee) and all such other approvals, consent of the Members of the Company be and is hereby accorded to the Board to create, issue, offer and allot, in one or more tranches, upto 6,00,000 (Six Lakh) convertible warrants (the “Warrants”) on a preferential basis to the members of the Promoter and/or Promoter Group of the Company (“Warrant Holder(s)” /”Proposed Allottee(s)), as mentioned in the statement setting out material facts, entitling the Warrant Holder(s) to apply for and get allotted one Equity Share of the face value of Rs.10/- (the “Equity Shares”) each fully paid-up against each Warrant within a period of 18 (eighteen) months from the date of allotment of Warrants, in such manner and at such price as may be arrived at in accordance with the SEBI (ICDR) Regulations




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and upon such terms and conditions as may be deemed appropriate by the Board in accordance with the provisions of SEBI (ICDR) Regulations or other applicable laws in this respect. RESOLVED FURTHER THAT the resultant Equity Shares to be allotted on conversion of Warrants in terms of this Resolution shall rank paripassu in all respects with the existing Equity Shares of the Company and shall be subject to Memorandum and Articles of Association of the Company. RESOLVED FURTHER THAT the Board be and is hereby authorized to determine, vary, modify, alter any of the terms and conditions of the proposed issue including reduction of the size of the issue, as it may deem expedient, in its discretion. RESOLVED FURTHER THAT the aforesaid Warrants shall be issued on the following terms and conditions: 1. The “relevant date” for the purpose of determining the minimum price of the Warrants under the

SEBI (ICDR) Regulations is September 27, 2017, being the date 30 (thirty) days prior to the deemed date of passing of this Resolution by the Members of the Company through postal ballot;

2. The price of each equity share to be issued in lieu of the Warrants will be calculated in accordance with the provisions of Regulation 76 of Chapter VII of the SEBI (ICDR) Regulations on the basis of the relevant date being the date i.e. 30 days prior to the date of passing of Special Resolution to approve the proposed preferential issue;

3. In accordance with the provisions of Chapter VII of the SEBI (ICDR) Regulations, 25% (Twenty Five Per Cent) of the consideration payable against the Warrants, shall be paid by the Warrant Holder(s) to the Company on or before allotment of the Warrants and the balance consideration i.e. 75% (Seventy Five Per Cent) shall be paid at the time of allotment of Equity Shares pursuant to exercise of option of conversion against each such Warrant;

4. The tenure of Warrants shall not exceed 18 (eighteen) months from the date of allotment of the Warrants;

5. The Warrant Holder(s) shall be entitled to exercise the option of conversion of any or all of the Warrants in one or more tranches by way of a written notice to the Company, specifying the number of Warrants proposed to be exercised along with the aggregate amount thereon, without any further approval from the shareholders of the Company prior to or at the time of conversion. The Company shall accordingly, issue and allot the corresponding number of Equity Shares to the Warrant Holder(s);

6. If the entitlement against the Warrants to apply for the Equity Shares is not exercised within the aforesaid period of 18 (eighteen) months, the entitlement of the Warrant holder(s) to apply for Equity Shares of the Company along with the rights attached thereto shall expire and any amount paid on such Warrants shall stand forfeited;

7. In the event that the Company completes any form of capital restructuring prior to the conversion of the Warrants, then, the number of Equity Shares that each Warrant converts into and the price payable for such Equity Shares, shall be adjusted accordingly in a manner that, to the extent permitted by applicable laws, Warrant Holder: (i) receives such number of Equity Shares that Warrant Holder would have been entitled to receive; and (ii) pays such consideration for such Equity Shares to the Company which Warrant Holder would have been required to pay, had the Warrants been exercised immediately prior to the completion of such capital restructuring;

8. Upon exercise by Warrant Holder the option of conversion of any or all of the Warrants, the Company shall issue and allot appropriate number of Equity Shares and perform all such actions as are required to give effect to such issue, including but not limited to delivering to Warrant Holder(s), evidence of the credit of the Equity Shares to the depository account of Warrant




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Holder(s) and entering the name of Warrant Holder(s) in the records of the Company (including in the Register of Members of the Company) as the registered owner of such Equity Shares;

9. The Warrants by itself until exercise of conversion option and Equity Shares allotted, does not give to the Warrant Holder(s) thereof any rights with respect to that of a shareholder(s) of the Company; and

10. The Warrants and Equity Shares allotted pursuant to conversion of such Warrants shall be subject to lock-in as stipulated under the SEBI (ICDR) Regulations.

RESOLVED FURTHER THAT the Warrants shall be issued and allotted by the Company to the Warrants Holders within a period of 15 days from the date of passing of this resolution, provided that where the allotment of the said Warrants is pending on account of pendency of any approval for such allotment by any regulatory authority or the Central Government, the allotment shall be completed within a period of 15 days from the date of such approval. RESOLVED FURTHER THAT the Company do make an application to National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) for admitting the new equity shares allotted on preferential basis as and when required RESOLVED FURTHER THAT for the purpose of giving effect to above resolution, the Board and such other persons as may be authorized by the Board, on behalf of the Company be and is hereby authorized to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary, desirable or expedient for the purpose of the issue or allotment of the Warrants and upon conversion of the Warrants into Equity Shares, including but not limiting to making an application with National Securities Depository Limited (NSDL) and the Central Depository Services Limited (CDSL) for admitting the newly allotted equity shares, listing of the said Equity Shares with the Stock Exchanges and to resolve and settle any questions and difficulties that may arise in the proposed issue, offer and allotment of the said Warrants, utilization of issue proceeds, sign all such undertakings and documents as may be required, and any such documents so executed and delivered or acts and things done or caused to be done shall be conclusive evidence of the authority of the Company in so doing and any document so executed and delivered or acts and things done or caused to be done prior to the date thereof are hereby ratified, confirmed and approved as the acts and deeds of the Company, as the case may be and to do all such acts, deeds, matters and things in connection therewith and incidental thereto as the Board may in its absolute discretion deem fit, without being required to seek any further consent or approval of the shareholders. RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred by this resolution to any duly constituted and authorised Committee of Directors or any one or more Directors/officials of the Company to give effect to this Resolution.”

2. PREFERENTIAL ISSUE OF EQUITY SHARES To consider and, if thought fit, to give assent or dissent to the following Resolution as Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 42, 62 and other applicable provisions, if any, of the Companies Act, 2013, as amended read with the rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and subject to the provisions of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements)




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Regulations, 2015, as amended and Chapter VII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, and subsequent amendments thereto, including but not restricted to the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009(as amended) ,(“SEBI ICDR”), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and amendments thereto as in force and subject to other applicable rules, regulations and guidelines of the Securities and Exchange Board of India, and the stock exchanges where the shares of the Company are listed and enabling provisions of the Articles of Association of the company and the listing agreements entered into between the Company and the Stock Exchanges and subject to requisite approvals, consents, permissions and/or sanctions if any, of SEBI, the Stock Exchanges and other appropriate authorities, as may be required and subject to such terms and condition(s), alteration(s), correction(s), change(s) and/or modification(s) as may be prescribed by any of them while granting any such approvals, consents, permissions, and/or sanctions and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the 'Board' which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise one or more of its power including the powers conferred hereunder), the consent of members of the company be and is hereby accorded to the Board to create, offer, issue and allot up to 1,50,000 (One Lakh Fifty Thousand) equity shares of face value of Rs.10/- each (“Equity Shares”) fully paid up, for cash, at such price (including premium) being not less than the price determined in accordance with Chapter VII of SEBI ICDR Regulations, on a preferential basis, so that the total value of Equity Shares so issued at a price not less than the price determined in accordance with Chapter VII of SEBI ICDR Regulations aggregates to not more than Rs. 50,00,000/- ( Rupees Fifty Lakhs only) for cash to the following stated at such time or times, in one or more tranches and on such terms and conditions and in such manner, as the Board may think fit in its absolute discretion: Sr.

No.

Name Address Category No. of

shares

% age of the

Issue

1. Mr. Sudeep Kumar Khemka

31, Kishan Nagar, Janpath, Shyam Nagar Ext., Jaipur-302019(Rajasthan)

Public 1,50,000 100%

RESOLVED FURTHER THAT in accordance with the provisions of Chapter VII and Regulation 71 of the SEBI ICDR Regulations, the “Relevant Date” for the purpose of calculating the floor price for the issue of Equity Shares is September 27, 2017, being the date 30 days prior to the deemed date of passing of this Resolution by the Members of the Company through Postal Ballot. RESOLVED FURTHER THAT the equity shares to be allotted pursuant to the aforesaid preferential allotment shall rank pari-passu in all respects including as to dividend, with the existing fully paid up equity shares of face value of Rs. 10/- each of the Company, subject to lock-in as per requirements of SEBI ICDR Regulations and subject to the relevant provisions contained in the Articles of Association of the Company and the Equity Shares so offered, issued and allotted will be listed subject to the receipt of necessary regulatory permissions and approvals. RESOLVED FURTHER THAT the Equity Shares shall be issued and allotted by the Company to the proposed allottee(s) in dematerialised form within a period of 15 days from the date of passing of this




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resolution provided that where the issue and allotment of the said Equity Shares is pending on account of pendency of any approval for such issue and allotment by any regulatory authority or the Central Government, the issue and allotment shall be completed within a period of 15 days from the date of such approval. RESOLVED FURTHER THAT subject to the provisions of the SEBI Regulations and other applicable laws, the Board be and is hereby authorized to vary, modify or alter any of the relevant terms and conditions, including size of the preferential issue, as may deem expedient. RESOLVED FURTHER THAT the Company do make an application to National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) for admitting the new equity shares allotted on preferential basis as and when required. RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board of the Company, be and are hereby authorized to take all actions and do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable, incidental or expedient to the issue or allotment of aforesaid equity shares and listing of the equity shares to be allotted on preferential allotment basis with the stock exchange(s) as appropriate and to resolve and settle all questions and difficulties that may arise in relation to the proposed issue, offer and allotment of any of the said equity shares, the utilization of the issue proceeds and to do all acts, deeds and things in connection therewith and incidental thereto as the Board in its absolute discretion may deem fit, including without limitation, issuing clarifications on the offer, making any application etc., to the concerned regulatory authorities, issue and allotment of the equity shares, to execute necessary documents and enter into contracts, arrangements, other documents (including for appointment of agencies, intermediaries and advisors for the issue, if required) and to authorize all such persons as may be necessary, in connection therewith and incidental thereto as the Board in its absolute discretion shall deem fit , without being required to seek any further consent or approval of the members or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution and the decision of the Board shall be final and conclusive. RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred to any Committee of the Board or any Director(s) or Officer(s) of the Company and to generally do all such acts, deeds and things as may be required in connection with the aforesaid resolutions, including making necessary filings and applications etc., with the stock exchanges and regulatory authorities and execution of any documents on behalf of the Company and to represent the Company before any governmental and regulatory authorities and to appoint any merchant bankers or other professional advisors, consultants and legal advisors, if required to give effect to the aforesaid resolution.”

3. AUTHORISATION TO CREATE MORTGAGE OR CHARGE, SELL, LEASE OR OTHERWISE DISPOSE OFF THE WHOLE OR SUBSTANTIALLY THE WHOLE OF THE UNDERTAKING OF THE COMPANY,

BOTH PRESENT AND FUTURE U/S 180 (1) (A) OF COMPANIES ACT, 2013 To consider and, if thought fit to give assent or dissent to the following Resolution as Special Resolution through Postal Ballot:




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“RESOLVED THAT in supersession of the resolution passed by shareholders of the Company through postal ballot on 9th November, 2015, and pursuant to the provisions of Section 180(1)(a) of the Companies Act, 2013 and other applicable provisions, if any, (including any statutory modification or re-enactment thereof) and provisions of Articles of Association, and all other applicable rules, laws and acts (if any) and subject to all other requisite approvals, permissions and sanctions and subject to such conditions as may be prescribed by any of the concerned authorities (if any) while granting such approvals, consent of the members of the Company be and is hereby accorded to the Board of Directors to create mortgage or charge, sell, lease or otherwise dispose off the whole or substantially the whole of the undertaking of the Company or where the Company owns more than one undertaking, of the whole or substantially the whole of any of such undertaking, on such terms and conditions at such time(s) and in such form and manner, and with such ranking as to priority as the Board in its absolute discretion thinks fit on the whole or substantially the whole of the Company's any one or more of the undertakings or all of the undertakings of the Company in favor of any bank(s) or body(ies) corporate or person(s) or other investing agencies and trustees for the holders of debentures/bonds/other instruments to secure rupee/foreign currency loans and/or the issue of debentures/other instruments whether partly/fully convertible or non-convertible, whether shareholders of the Company or not, in respect of the borrowings of the company within the overall limits aggregating to Rs. 100,00,00,000/-(Rupees One Hundred Crores Only) RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds and things and to sign all such documents and writings as may be necessary, expedient and incidental thereto to give effect to this resolution and for matter connected therewith or incidental thereto and to settle any question, difficulty or matters connected or incidental thereto, to give effect to the aforesaid resolution.”

Place: Jaipur By Order of the Board

Date: 13.09.2017 For Emgee Cables and Communications Ltd.

Sulekha Jangid

Company Secretary and

Compliance Officer NOTES:

1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 read with Rule 22

of the Companies (Management and Administration) Rules, 2014 and in terms of Chapter VII of the

Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009, in respect of the business set out above is annexed hereto.

2. The Postal Ballot Notice is being sent to all the Members, whose names appear in the Register of

Members/Statement of Beneficial Owners as received from National Securities Depository Limited

(NSDL)/Central Depository Services (India) Limited (CDSL) as received from Registrar and share

transfer agent as on Friday, September 08, 2017.

3. The Postal Ballot Notice is being sent to Members in electronic form to the email address registered with their Depository Participants (in case of electronic shareholding) / the Company’s registrar and share transfer agent (in case of physical shareholding). For Members whose email IDs are not




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registered, physical copies of the Postal Ballot Notice are being sent by permitted mode along with a postage-prepaid self-addressed envelope.

4. As per Rule(s) enumerated in Companies (Management and Administrative) Rules 2014, details of

dispatch of Notice and Postal Ballot Form(s) to the members will be published in one (1) English

newspaper having nationwide circulation and in one (1) vernacular newspaper in the principal

Vernacular language circulating in the State in which the registered office of the company is

situated.

5. In case a Member is desirous of obtaining Postal Ballot Form in printed form or a duplicate one, the Member may write to the Company or send an e-mail to [email protected]. The company shall forward the same along with a self addressed postage pre-paid self-addressed envelope to the Member.

6. Members whose names appear on the Register of Members/ List of Beneficial Owners as on Friday, September 08, 2017 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.

7. In case of shares held by companies, trusts, societies, etc., the duly completed Postal Ballot Form should also be accompanied by certified true copy of Board Resolution/Letter of Authority delegating requisite power to the person to cast vote on the Postal Ballot Form.

8. The vote (through physical Postal Ballot Form/e-voting) in this Postal Ballot Process cannot be

exercised through proxy.

9. Resolutions passed by Members through postal ballot or e-voting shall be deemed to have been passed at a General Meeting of Members convened on that behalf.

10. In compliance with the provisions of Section 108, 110 of the Companies Act, 2013 and Rules 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, the company is pleased to offer remote e-voting facility as an alternate to all the members of the company to enable them to cast their votes electronically instead of dispatching Postal Ballot Form. Remote E-voting is optional. However, in case Members cast their vote by physical Postal Ballot Form and e-voting, then voting done through e-voting shall prevail and voting done by physical Postal Ballot Form will be treated as invalid.

11. The Scrutinizer's decision on the validity or otherwise of the Postal Ballot will be final.

12. Voting through electronic means:

The procedure and instructions for remote e-voting are as under:

In case of members receiving e-mail:

I. The remote e voting period starts at 10.00 A.M. on Wednesday, September 27, 2017 and ends at 05.00 P.M. on Thursday, October 26, 2017. During this period, shareholders of the Company, holding shares either in physical form or dematerialized form, as on the cut-off date may cast their vote electronically. The e-voting module will be disabled by CDSL for voting thereafter.

II. Log on to the e-voting website www.evotingindia.com III. Click on “Shareholders/Members” tab. IV. Now Enter your User ID

• For CDSL: 16 digits beneficiary ID, • For NSDL: 8 Character DP ID followed by 8 Digits Client ID, • Members holding shares in Physical Form should enter Folio Number registered with the

Company.




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V. Next enter the Image Verification as displayed and Click on Login. VI. 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. VII. If you are a first time user follow the steps given below: For Members holding shares in Demat Form and Physical Form

PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

• Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN Field.

• In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters.

• Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN Field.

Dividend Bank Details or Date of Birth(DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records for the said demat account or folio.

• If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (IV).

VIII. After entering these details appropriately, click on “SUBMIT” tab. IX. Members holding shares in physical form will then directly reach the Company selection screen.

However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

X. For Members holding shares in physical form, the details can be used only for remote e-voting on the resolutions contained in this Notice.

XI. Click on the EVSN for the relevant Emgee Cables and Communications Limited on which you choose to vote.

XII. 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.

XIII. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details. XIV. 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.

XV. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote. XVI. You can also take out print of the votes cast by clicking on “Click here to print” option on the

Voting page. XVII. If a demat account holder has forgotten the changed password then enter the User ID and the

image verification code and click on Forgot Password & enter the details as prompted by the system.




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XVIII. 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.

XIX. Note for Non-Individual Shareholders & 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 and Custodians respectively.

• 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. User would be able to link the depository 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.

XX. In case you have any queries or issues regarding remote e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under help section or write an email to [email protected].

Members receiving Notice by Post/Courier:

Please follow all steps from sl. no. (i) to sl. no. (xx) above to cast vote.

• The remote e voting period starts at 10.00 A.M. on Wednesday, September 27, 2017 and ends at 05.00 P.M. on Thursday, October 26, 2017. The e-voting module will be disabled by CDSL for voting thereafter.

• In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (FAQs) and e-voting manual available at www.evotingindia.com under help section or write an email to [email protected].

• Members have the option either to vote through the remote e-voting process or through the Postal Ballot Form. Members who have received the Postal Ballot Notice by email and who wish to vote through Postal Ballot Form can seek duplicate Postal Ballot Form from the Company, fill in the requisite details and send the same to the Company.

13. In case, shares are jointly held, for the Members voting through physical Postal Ballot Form, the

said 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 for the Members voting through electronic means, e-voting to be done by the first named member and in his/her absence by the next named member.

14. Any query in relation to the resolution proposed to be passed by Postal Ballot through e-voting may be sent to the Company Secretary, EMGEE Cables and Communications Limited, at the Registered Office of the Company.




CIN : L31300RJ1987PLC003918

11

15. All relevant documents referred in the Postal Ballot Notice shall be open for inspection at the Registered Office of the Company on all working days except Saturdays, Sundays and national holidays, between 11.00 a.m. to 1.00 p.m. up to Friday, October 26, 2017.

EXPLANATORY STATEMENT PURSUANT TO SEC. 102 OF THE COMPANIES ACT, 2013 Item No. 1 As per Sections 62(1)(c), 42 and other applicable provisions, if any, of the Companies Act, 2013, as amended and the rules made thereunder (the “Act”) and other applicable provisions, if any, and Chapter VII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (“SEBI (ICDR) Regulations”) and such approvals, consents, permissions and sanctions as may be necessary or required from regulatory or other appropriate authorities, approval of shareholders of the Company by way of Special Resolution is required for allotment of Warrants on preferential basis to Promoter / Promoter Group of the Company. The allotment of the Warrants is subject to the Promoter / Promoter Group of the Company not having sold any Equity Shares of the Company during the 6 (six) months preceding the 'relevant date'. The Promoter / Promoter Group of the Company has represented that they have not sold any equity shares of the Company during the 6 (six) months preceding the relevant date. The relevant disclosures as required in terms of the Act and SEBI (ICDR) Regulations are as under:

1) Object(s) of the issue through preferential issue: The object of raising the equity share capital by issuing Warrants to the Promoter and / or Promoter Group is to augment long term capital to meet the needs of its growing business, and other general corporate purposes. This will also improve Company's debt-equity ratio. It is therefore proposed to offer upto 6,00,000 (Six Lakh) Warrants, face value of Rs. 10/- each to entities belonging to the Promoter / Promoter Group of the Company on a preferential basis.

2) Proposal of the Promoters and Promoter Group / Directors / Key Managerial Persons

of the Company to subscribe to the preferential issue: The preferential issue of Warrants is being made to entities belonging to the 'Promoter or Promoter Group' / Directors / Key Managerial Persons / Relatives of Key Managerial Persons of the Company as detailed in point no. (e) below.

3) Shareholding Pattern of the Company before and after the Preferential Issue:

The shareholding pattern before and after the Preferential Issue offer would be as under: Sr. No.

Category of shareholder

Pre-issue as on September 8, 2017

Post-issue#

Total number

of

shares

Percentage of total

number of

shares

Total number

of shares

Percentage of total

number of

shares

A

Promoters’ holding:

1. Indian: Individual 904130 16.7261 1504130 25.0458 Bodies Corporate 1062770 19.6609 1062770 17.6966 Sub Total (A1) 1966900 36.3870 2566900 42.7424




CIN : L31300RJ1987PLC003918

12

2. Foreign Promoters 0 0 0 0 Sub Total (A2) 0 0 0 0 Sub Total A(A1+A2) 1966900 36.3870 2566900 42.7424

B Non-Promoters’

Shareholding

1. Institutional Investors Financial Institutions/

Banks 50000 0.9250 50000 0.8326

2. Non-Institutions Bodies Corporate 217200 4.0181 217200 3.6167 Individuals 2852900 52.7777 2852900 47.5048 NRI / OCB 318500 5.8922 318500 5.3035 Clearing Member 0 0 0 0 Trust 0 0 0 0 Sub Total B(B1+B2) 3438600 63.6130 3438600 57.2576

C GDRS 0 0 0 0 Grand Total(A+B+C) 5405500 100 6005500 100

#Assuming exercise by the Proposed Allottees for conversion of all the Warrants over two financial years. 4) The time within which the preferential allotment shall be completed:

The Warrants shall be allotted within a period of 15 (fifteen) days from the date of passing of the Resolution by the Shareholders of the Company provided where the allotment is pending on account of any approval from any regulatory authority / Central Government the allotment shall be completed by the Company within a period of 15 days from the date of such approval.

5) The identity of the natural person(s) who are the ultimate beneficial owner(s) of the shares proposed to be allotted and/or who ultimately control the proposed

allottee(s), the percentage of post-preferential issued capital that may be held by the

said allottee(s) and change in control, if any, in the Company consequent to the preferential issue:

Name, PAN

and address of allottee

Catego

-ry

Ultimate

beneficial owners of

the

proposed

allottees

Pre

holding

No of

warrants to be Allotted

Issue

Price of

Warra

nts

(INR)

Post-

issue Holding (Assumi

ng full

conversion)

%

Post-

issu

e

Holding

NAME- Mr. Shripal Choudhari HUF PAN-AACHS0574D ADDRESS- 6,

Promot

er

--

74,900

2,00,000

10/-

2,74,900

4.58%




CIN : L31300RJ1987PLC003918

13

Chanakyapuri, Bani Park,

Jaipur,

302016, Rajasthan

NAME- Mr. Abhinav Choudhari PAN-AOBPC1770Q

ADDRESS- 6, Chanakyapuri,

Bani Park, Jaipur, 302016, Rajasthan

Promot

er

--

3,17,13

0

2,00,000

10/-

5,17,130

8.61%

NAME- Mrs. Anuradha

Choudhari PAN-ABCPC2409A ADDRESS- 6,

Chanakyapuri, Bani Park, Jaipur,

302016, Rajasthan

Promot

er

--

275900

2,00,000

10/-

4,75,900

7.92%

*Assuming full exercise of Warrants by the proposed allottees The proposed preferential allotment will not result in any change in management control of the Company as the proposed allottees belong to promoter / promoter group.

6) Pricing of the preferential issue: The pricing of the Equity Shares to be allotted on conversion of Warrants to the entities belonging to the Promoter Group of the Company on preferential basis shall be determined in accordance with the Chapter VII of SEBI (ICDR) Regulations. As the shares are not frequently traded, the price shall be determined by the issuer taking into account valuation parameters including book value, comparable trading multiples, and such other parameters as are customary for valuation of shares of such companies.




CIN : L31300RJ1987PLC003918

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7) Relevant Date: The relevant date for the purpose of pricing shall be Wednesday, September 27, 2017, being the date which is 30 (thirty) days prior to the date of passing of special resolution by the Members of the Company at the Annual General Meeting to approve the proposed preferential issue, in accordance with the SEBI (ICDR) Regulations.

8) Auditors' Certificate: The price at which the Warrants would be issued to companies belonging to Promoter Group of the Company cannot be exactly determined before issue of this Notice to the shareholders as the price shall be determined by the issuer taking into account valuation parameters including book value, comparable trading multiples, and such other parameters as are customary for valuation of shares of such companies as of the 'relevant date' as per Regulation 76 of the SEBI (ICDR) Regulations. Auditors' certificate as required under Regulation 73(2) SEBI (ICDR) Regulations will be available for inspection at the registered office of the Company between 11:00 a.m. and 1:00 p.m. on any working day except Saturday and public holidays from the Relevant Date (i.e. September 27, 2017) upto the date of declaration of results.

9) Lockin Period:

The Warrants allotted on a preferential basis and the Equity Shares to be allotted pursuant to exercise of option attached to Warrants shall be subject to lock-in as per SEBI (ICDR) Regulations. As per Regulation 78(6) of the SEBI (ICDR) Regulations, the entire pre-preferential allotment shareholding of the above proposed allottee(s) shall be locked-in from the Relevant Date up to the period of 6 months from the date of Trading Approval.

10) Undertakings In terms of SEBI (ICDR) Regulations, 2009, the Company hereby undertakes that: a) It shall re-compute the price of the Warrants / Equity Shares issued on conversion of Warrants in terms of the provisions of SEBI(ICDR) Regulations, where it is required to do so. b) If the amount payable on account of the recomputation of price is not paid within the time stipulated in the SEBI (ICDR) Regulations, the underlying Warrants / Equity Shares shall continue to be locked- in till the time such amount is paid by the proposed allottees.

The Board recommends the resolution as set out at Item No.1 for approval of the shareholders as a Special Resolution. The Board at its meeting held on September 13, 2017 has approved the issue of Warrants on preferential basis and of Equity Shares on conversion of such Warrants on a Preferential Basis in the manner stated above subject to approval of the shareholders by way of Special Resolution. Except Mr. Shripal Choudhari, Mr. Abhinav Choudhari and Mrs. Anuradha Choudhari, being allotees and their relatives, none of the Directors, Key Managerial Personnel or their relatives are, in any way, concerned or interested, financially or otherwise, in this resolution. Item No. 2 The Company is in the process of raising additional capital to meet the needs of its growing business, including long-term capital requirements for pursuing growth plans and to maintain ideal debt equity Ratio, and for that purpose proposes to issue up to 1,50,000 Equity Shares of Rs.10 each to the




CIN : L31300RJ1987PLC003918

15

following person(s) on such terms of conditions as prescribed under SEBI (ICDR) Regulations and SEBI (LODR) Regulations and in compliance with Sections 42 and 62 and other applicable provisions of the Companies Act, 2013, the companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014. Sr.

No.




CIN : L31300RJ1987PLC003918

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Post allotment of Equity Shares under Preferential Allotment, there will be a consequential change in the shareholding of the Company:

Category Pre-issue as on 08.09.2017 *Post issue

Total no of

Shares

% of total no.

of shares**

Total no of Shares % of total

no. of shares

Promoters and

Promoter Group (A)

(A) / (A)+(B) (A) /

(A)+(B)

1. Indian:

Individual 904130 16.7261 904130 16.2745

Bodies Corporate 1062770 19.6609 1062770 19.1300

Sub Total (A1) 1966900 36.3870 1966900 35.4045

2. Foreign

Promoters 0 0 0 0

Sub Total (A2) 0 0 0 0

Sub Total

A(A1+A2) 1966900 36.3870 1966900 35.4045

Public (B)

1. Institutional

Investors

Financial Institutions/

Banks

50000 0.9250 50000 0.9000

Sub Total (B1) 50000 0.9250 50000 0.9000

2. Non- Institutions

Bodies Corporate 217200 4.0181 217200 3.9097

Individuals 2852900 52.7777 3002900 54.0528

NRI 318500 5.8922 318500 5.7330

Sub Total (B2) 3388600 62.688 3538600 63.6955

Sub Total

B (B1+B2) 3438600 63.6130 3588600 64.5955

Total (A) + (B) 5405500 100 5555500 100

Custodian (C) 0 0 0 0

Grand Total (A) + (B) + (C)

5405500 100 5555500 100

* The post-issue shareholding calculated above assumes issue and allotment of 1,50,000 Equity Shares to the Promoters/Non-Promoter under Preferential Allotment. ** The aforesaid percentages are based on capital as on September 08, 2017.

4) Proposed time within which the preferential issue shall be completed:




CIN : L31300RJ1987PLC003918

17

The Equity Shares shall be allotted within a period of 15 days from the date of receipt of shareholders' approval, or in the event of the allotment of Equity Shares requiring approvals or permissions from any regulatory authority or the Central Government, within 15 days from the date of such approvals or permission, as the case may be. 5) the identity of the natural persons who are the ultimate beneficial owners and change of control, if any: Identity of the natural persons who are the ultimate beneficial owners of the Equity Shares proposed to be allotted and / or who ultimately control the proposed allottees, the percentage of post preferential issue capital that may be held by them and change in control, if any, in the issuer consequent to the preferential issue:

NAME, PAN AND

ADDRESS OF ALLOTTEE

CATEGO

RY

ULTIMAT

E BENEFIC

IAL

OWNERS OF THE PROPOS

ED

ALLOTTEES

PRE

HOLDING

NO OF

EQUITY SHARES TO

BE

ALLOTTED

POST-

ISSUE HOLDING

% POST-

ISSUE HOLDING

Mr. Sudeep Kumar Khemka PAN: AHZPK2349C Address: 31, Kishan Nagar, Janpath, Shyam Nagar Ext., Jaipur-302019(Rajasthan)

Public Not Applicable

NIL 1,50,000 1,50,000 2.70%

6) The class or classes of persons to whom the allotment is proposed to be made: The allotment is proposed to be made to the Proposed Allottees as mentioned at point no. 5 above. 7) Undertakings of the Company:

(i) The Company undertakes to re-compute the price of the specified securities in terms of the provision of SEBI (ICDR) Regulations, 2009, where it is required to do so. (ii) If the amount payable on account of the re-computation of price is not paid within the time stipulated in the SEBI (ICDR) Regulations, 2009, the Equity Shares shall continue to be locked-in till the time such amount is paid by the allottees. 8) Relevant Date:




CIN : L31300RJ1987PLC003918

19

302019(Rajasthan)

11) Change in control: There shall be no change in management or control of the Company pursuant to the issue of equity shares. 12) Lock-in: The Equity Shares proposed to be offered and allotted in the Preferential Allotment shall be locked-in in accordance with Regulation 78 of Chapter VII of SEBI (ICDR) Regulations. 13) Auditor's Certificate: The Statutory Auditor's certificate, as required under Regulation 73(2) of the SEBI (ICDR) Regulations will be made available for inspection at the registered office of the Company on all working days except Saturdays, Sundays and national holidays, between 11.00 A.M. and 1.00 P.M. up to Thursday, October 26, 2017. 14)Earlier allotment on preferential basis: The Company has made one preferential issue of securities during the Financial Year 2015-16. As it is proposed to issue and allot the aforesaid securities on preferential allotment basis, special resolution is required to be approved by members pursuant to the provisions of Section 62 of the Companies Act, 2013, other applicable provisions of Companies Act, 2013 and Chapter VII of the Regulations. The Board of Directors believes that the proposed preferential issue and allotment of Equity Shares is in the best interest of the Company and its members. Your Directors, therefore, recommend the special resolution set out at item no. 2 for your approval. None of the other Directors, Key Managerial Personnel and their relatives in any way is concerned or interested, financial or otherwise in the special resolution set forth in item no. 2 of the notice. As and when the Board does take a decision on matters on which it has the discretion, necessary disclosures will be made to the relevant stock exchanges on which the Equity Shares are listed under the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All relevant documents referred in the Postal Ballot Notice will be made available for inspection without any fee by the members on all working days except Saturdays, Sundays and national holidays, between 11.00 A.M. and 1.00 P.M. up to Thursday, October 26, 2017.




CIN : L31300RJ1987PLC003918

20

ITEM NO. 3 The borrowings by a Company, in general, are required to be secured by over all or any part of the movable and / or immovable properties of the Company. Considering the above , the members of the Company, accorded their consent to authorize the Board to sell/lease or otherwise dispose off the whole or substantially the whole of the undertaking(s) and/or asset(s), present and future of the Company u/s 180 (1) (a) in consonance with section 180 (1) (c) of the Companies Act, 2013 by Special Resolution passed earlier. The Board of Directors of the Company are of the opinion to create charge or mortgage, sell, lease or otherwise dispose off (as the case may be) the immovable property(s) of the Company to a person / any other entity as a going concern or otherwise in such form, manner and ranking as may be determined by the Board of Directors of the Company/ Committee from time to time, in consultation with the lender(s) upto a sum Rs. 100,00,00,000/-(Rupees One Hundred Crores Only) in respect of the borrowings of the company. Since the sale or lease of assets i.e. immovable property of the Company may amount to the sell or lease of the whole or substantially the whole of an undertaking of the Company, it requires approval of the shareholders. None of the other Directors, Key Managerial Personnel and their relatives in any way is concerned or interested, financial or otherwise in the special resolution set forth in item no. 3 of the notice. As per Section 180 (1) (a) of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013, The Board of Directors, recommend the special resolution set out at item no. 3 for your approval.

Place: Jaipur By Order of the Board

Date: 13.09.2017 For Emgee Cables and Communications Ltd.

Sulekha Jangid

Company Secretary and

Compliance Officer




CIN : L31300RJ1987PLC003918

21

Last Date for receipt of

Postal Ballot Form is

Thursday, October 26, 2017 by 5:00 p.m.

POSTAL BALLOT FORM

[Pursuant to Section 110 and 230(4) of the Companies Act, 2013 read with Rules made

there under and SEBI Circular No. CIR/CFD/CMD/16/2015 dated 30th November 2015]

Sr. No. of Postal Ballot Form: Name(s) of equity shareholder(s) : including joint-holders, if any Registered Address of the Sole / : First named equity shareholder Folio No. / DPID No.* / Client ID No.* : (*Applicable to equity shareholders holding equity shares in dematerialised form) Number of equity 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 dated September 13, 2017 issued by the Company by conveying my/our assent/dissent to the said Resolutions by placing the tick mark (√ ) in the appropriate box below:

Sr. no.

Particulars No. of Equity Shares

I/We assent to the Resolution

(FOR)

I/We dissent to the Resolution

(AGAINST)

1. Special Resolution for preferential issue of Share Warrants

2. Special Resolution for preferential issue of Equity Shares




CIN : L31300RJ1987PLC003918

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3. Special Resolution for authorisation to create mortgage or charge, sell, lease or otherwise dispose off the whole or substantially the whole of the undertaking of the company, both present and future u/s 180 (1) (a) of companies act, 2013

(Signature of the Shareholder/Power of Attorney Holder/Authorised Representative)

Place: Date: ELECTRONIC VOTING PARTICULARS EVSN(Electronic

Voting Event Number)

User ID Password

170919038 FOLIO NO. / DPID CLIENT ID PAN/DOB

Note: Please read instructions printed overleaf carefully before exercising your vote. Shareholders desiring to exercise e-voting option may refer to the detailed procedure on electronic voting provided in the notice of the meeting.

INSTRUCTIONS: 1. The members are requested to carefully read the instructions printed in the Postal Ballot form and

return the Postal Ballot form duly completed with the assent (for) or dissent (against), in the enclosed postage pre-paid self addressed envelope, so as to reach the Scrutinizer, before the closing of working hours i.e. 5:00 P.M. on Thursday, October 26, 2017, to be eligible for being considered, failing which, it will be strictly treated as if no reply has been received from the member. 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.

2. The voting rights for the shares are one vote per equity share which is fully paid registered, in the name of the shareholders/ beneficial owners as on Friday September 08, 2017, being the ‘cut-off date’.

3. Please convey your assent in column “FOR” and dissent in the column “AGAINST” by placing a tick mark in the appropriate column in the Ballot Form only. The assent / dissent received in any other form / manner will not be considered.

4. Equity shareholders who have received the postal ballot form by e-mail and who wish to vote through postal ballot form, can download the postal ballot form from the Applicant Company’s website www.emgeecables.com or seek duplicate postal ballot form from the Applicant Company.

5. Equity shareholders shall fill in the requisite details and send the duly completed and signed postal ballot form in the enclosed self-addressed postage pre-paid envelope to the scrutinizer so as to reach the scrutinizer before 05:00 p.m. on or before Thursday, October 26, 2017. Postal ballot




CIN : L31300RJ1987PLC003918

23

form, if sent by courier or by registered post/speed post at the expense of an equity shareholder will also be accepted. Any postal ballot form received after the said date and time period shall be treated as if the reply from the equity shareholders has not been received.

6. Incomplete, unsigned, improperly or incorrectly tick marked postal ballot forms will be rejected by the scrutinizer.

7. The vote on postal ballot cannot be exercised through proxy. There will be only 1 (one) postal ballot form for every registered folio/client ID irrespective of the number of joint equity shareholders.

8. There will be only 1 (one) postal ballot form for every registered folio/client ID irrespective of the number of joint equity shareholders.

9. The postal ballot form should be completed and signed by the equity shareholders (as per specimen signature registered with the Applicant Company and/or furnished by the Depositories). In case, shares are jointly held, this form should be completed and signed by the first named equity shareholder and, in his/her absence, by the next named equity shareholder. Holder(s) of Power of Attorney (“PoA”) on behalf of an equity shareholder may vote on the postal ballot mentioning the registration number of the PoA with the Applicant Company or enclosing a copy of the PoA authenticated by a notary. In case of shares held by companies, societies etc., the duly completed postal ballot form should be accompanied by a certified copy of the board resolution/ authorization giving the requisite authority to the person voting on the postal ballot form.

10. Kindly note that the equity shareholders (which includes Public Shareholders) can opt only one mode for voting i.e. either by postal ballot or e-voting. If an equity shareholder has opted for e-voting, then he/she should not vote by postal ballot form also and vice versa. However, in case equity shareholder(s) (which includes Public Shareholder(s)) cast their vote both via postal ballot and e-voting, then voting validly done through e-voting shall prevail and voting done by postal ballot shall be treated as invalid.

11. Shareholders are requested not to send any other paper along with the Postal Ballot in the enclosed self-addressed postage prepaid envelope.

12. CS Manoj Maheshwari, FCS 3355, Practicing Company Secretary, Jaipur has been appointed as the scrutinizer to conduct the postal ballot and e-voting process in a fair and transparent manner. The Scrutinizer’s decision on the validity of the Postal Ballot Form will be final.

13. The proposed resolutions, if assented by majority of Shareholders representing three-fourth in value of those members who have voted either by Postal Ballot or remote e-voting or voting by Poll at the Meeting, shall be considered as passed on the date of the Meeting i.e. Thursday, October 26, 2017.The result of the voting on the resolution will be declared on or before Saturday, October 28, 2017.

14. Any query in relation to the resolution may be sent to: [email protected].

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