EGM notice for Buy Back of Shares

Query: EGM notice for Buy Back of Shares 

Solution:

NOTICE

Dear Member,

Notice pursuant to Section 110 of the Companies Act, 2013

Notice is hereby given pursuant to Section 110 and other applicable provisions, if any, of the Companies Act, 2013, (the “Act”), read together with the Companies (Management and Administration) Rules, 2014, including any statutory modification or re-enactment thereof for the time being in force, that the resolutions appended are proposed to be passed as special resolutions by way of postal ballot. The explanatory statement pertaining to the aforesaid resolutions setting out the material facts concerning each item and the reasons thereof is annexed hereto along with a postal ballot form (the “Form”) for your consideration.

The Board of Directors of the Company (the “Board”) has appointed Mr. AB Singh of AB & Associates, Practicing Company Secretaries as the Scrutinizer for conducting the postal ballot process in a fair and transparent manner.

You are requested to carefully read the instructions printed on the Form, record your assent (for) or dissent (against) therein by filling necessary details and affixing your signature at the designated place in the Form and return the same in original duly completed in the enclosed self-addressed, postage pre-paid envelope (if posted in India) so as to reach the Scrutinizer not later than the close of working hours i.e. 5.30 p.m. on Wednesday, 30th day of July 2014.

Members desiring to opt for e-voting as per facilities arranged by the Company are requested to read the notes to the notice and instructions overleaf the Form. References to Postal Ballot(s) in this notice include votes received electronically.

Upon completion of the scrutiny of the Forms, the Scrutinizer will submit his report to the Chairman/Director. The result of the postal ballot would be announced by a Director or the Company Secretary of the Company on Friday, 1st day of August 2014 at the registered office of the Company.

The aforesaid result would be displayed at the registered office of the Company.

1.  Amendment to the Articles of Association of the Company

 To consider and if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 68(2)(a) and other applicable provisions, if any, of the Companies Act, 2013, the regulations contained in the Articles of Association of the Company be amended to incorporate the relevant provisions of the Buy Back Agreement, to be executed amongst the Company, a draft of which is annexed hereto, be and are hereby approved and adopted as the Articles of Association of the Company in substitution for and to the exclusion of all the previous Articles hereof.”

“RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board, be and is hereby authorized to do all acts, deeds, matters and things and to take all steps and give such directions as may be necessary and to settle all questions or difficulties that may arise in such manner as the Board may in its absolute discretion deem fit.”

2. Approving the Buy Back

To consider and if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 68(2)(b) and other applicable provisions, if any, of the Companies Act, 2013, the company be entitled to buy back its own share from the market through Open Market Offer at FMV of the shares calculated as on 31.03.2014 on the basis of rule 11U & 11UA of Income Tax Act, 1961.

“RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board, be and is hereby authorized to do all acts, deeds, matters and things and to take all steps and give such directions as may be necessary and to settle all questions or difficulties that may arise in such manner as the Board may in its absolute discretion deem fit.”

Note:

1.      a full and complete disclosure of all material facts;

2.      the necessity for the buy-back;

3.      the class of shares or securities intended to be purchased under the buy-back;

4.      the amount to be invested under the buy-back; and

5.      the time-limit for completion of buy-back.

By order of Board of Directors

Director

DIN

Address

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

The following Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 (“Act”) sets out all material facts relating to the Special Business mentioned in the accompanying Notice and should be taken as forming part of the Notice.

Item No. 1:

Articles as Amended

Item No. 2:

1.      the date of the board meeting at which the proposal for buy-back was approved by the board of directors of the company;

2.      the number of securities that the company proposes to buy-back;

3.       the method to be adopted for the buy-back;

4.      the price at which the buy-back of shares or other securities shall be made;

5.      the basis of arriving at the buy-back price;

6.      the maximum amount to be paid for the buy-back and the sources of funds from which the buy-back would be financed;

7.      Shareholding:

                               I.            the aggregate shareholding of the promoters and of the directors of the promoter, where the promoter is a company and of the directors and key managerial personnel as on the date of the notice convening the general meeting;

                            II.            the aggregate number of equity shares purchased or sold by persons mentioned in sub-clause (i) during a period of twelve months preceding the date of the board meeting at which the buy-back was approved and from that date till the date of notice convening the general meeting;

                         III.            the maximum and minimum price at which purchases and sales referred to in sub-clause (ii) were made along with the relevant date; 

8.      if the persons mentioned in l(i) intend to tender their shares for buy-back –

                               I.            the quantum of shares proposed to be tendered; 

                            II.            the details of their transactions and their holdings for the last twelve months prior to the date of the board meeting at which the buy-back was approved including information of number of shares acquired, the price and the date of acquisition; 

9.      a confirmation that there are no defaults subsisting in repayment of deposits, interest payment thereon, redemption of debentures or payment of interest thereon or redemption of preference shares or payment of dividend due to any shareholder, or repayment of any term loans or interest payable thereon to any financial institution or banking company;

10.  a confirmation:

                               I.            that the Board of directors have made a full enquiry into the affairs and prospects of the company and that they have formed the opinion- general meeting is convened there shall be no grounds on which the company could be found unable to pay its debts;

                            II.            as regards its prospects for the year immediately following that date, that, having regard to their intentions with respect to the management of the company’s business during that year and to the amount and character of the financial resources which will in their view be available to the company during that year, the company shall be able to meet its liabilities as and when they fall due and shall not be rendered insolvent within a period of 1 year from that date; and

                         III.            the directors have taken into account the liabilities(including prospective and contingent liabilities),  as if the company were being wound up under the provisions of the Companies Act, 2013

11.  a report addressed to the Board of directors by the company’s auditors stating that-

                               I.            they have inquired into the company’s state of affairs;

                            II.            the amount of the permissible capital payment for the securities in question is in their view properly determined;

                         III.            that the audited accounts on the basis of which calculation with reference to buy back is done is not more than six months old from the date of offer document; and

                         IV.            the Board of directors have formed the opinion as specified in point ‘o’ on reasonable grounds and that the company, having regard to its state of affairs, shall not be rendered insolvent within a period of one year from that date.

                                                IV.

ABC Ltd

Address

POSTAL BALLOT FORM

(MGT-12)

[Pursuant to section 109(5) of the Companies Act, 2013 and rule 21(1)(c) of the Companies

(Management and Administration) Rules, 2014]

1. Name(s) & Registered Address :

 Of the            sole/first named Member

2. Name(s) of the Joint-Holder(s),

 if any

3. 3. Registered Folio Number / :

 DP ID No / Client ID No.*

 *(Applicable to investors holding

 Shares in dematerialized form)

4. Number of Ordinary Share(s) held :

5. e- Voting Event Number :

6. User ID :

7. Password :

8. I/We hereby exercise my/our vote in respect of the following Special Resolutions to be passed through Postal Ballot / e-voting,         by        conveying       my       /our     assent  or dissent        to the   said     Resolutions     by            placing            tick      (√)       mark   in         the appropriate          box below:

Sr. No.	Description of Resolution	No. of Ordinary Shares for which votes cast	I/We assent to the Resolutions (FOR)	I/We assent to the Resolutions (FOR)
1	Consent to alter the articles required u/s 68(2)(a) of the said act.
2	Consent to approve buy back required u/s 68(2)(b) of the said act.

Place :

Date :

(Signature of the Member)

Note: Please read the instructions printed overleaf carefully before exercising your vote.

INSTRUCTIONS

1. GENERAL INFORMATION

a) There will be one Postal Ballot Form / e-voting for every Client ID No. / Folio No., irrespective of the number of joint holders.

b) Members can opt for only one mode of voting i.e. either by Postal Ballot or through e-voting. In case you are opting for voting by Postal Ballot, then please do not cast your vote by e-voting and vice versa. In case Members cast their votes both by Postal Ballot and e-voting, the votes cast through e-voting shall prevail and the votes cast through postal ballot form shall be considered invalid.

c) Voting rights in the Postal Ballot / e-voting cannot be exercised by a proxy

2. PROCESS FOR MEMBERS OPTING FOR VOTING BY POSTAL BALLOT

a) Members desiring to cast their vote by Postal Ballot should complete and sign this Postal Ballot Form and send it to the Scrutinizer, Mr. A & Associates, Practicing Company Secretaries, at A Private Limited, Shivpur, Varanasi, Uttar Pradesh, in the enclosed postage prepaid self-addressed envelope. Postal Ballot Forms deposited in person or sent by post or courier at the expense of the Member will also be accepted.

b) In case of joint holding, this Postal Ballot Form should be completed and signed by the first named Member and in his absence by the next named Member.

c) In respect of shares held by corporate and institutional shareholders (companies, trusts, societies, etc.), the completed Postal Ballot Form should be accompanied by a certified copy of the relevant board resolution / appropriate authorisation, with the specimen signature(s) of the authorised signatory (ies) duly attested.

d) The signature of the Member on this Postal Ballot Form should be as per the specimen signature furnished by National Securities Depository Limited (NSDL) / Central Depository Services (India) Limited (CDSL) or registered with the Company, in respect of shares held in dematerialised form or in physical form, respectively.

e) Completed Postal Ballot Forms should reach the Scrutinizer not later than the close of working hours i.e at 5.30 p.m. on Wednesday, 30th day of July, 2014. Postal Ballot Forms received after this date will be considered invalid.

f ) Postal Ballot Forms which are incomplete or unsigned or defective in any manner are liable to be rejected. The Scrutinizer’s decision in this regard shall be final and binding.

g) A Member seeking duplicate Postal Ballot Form or having any grievance pertaining to the Postal Ballot process can write to the Company’s Registrars- Shivpur, Varanasi, Uttar Pradesh or to the e-mail ID abc@xyz.com. Duly completed and signed duplicate Postal Ballot Forms should, however, reach the Scrutinizer not later than the close of working hours on Wednesday, 30th July, 2014.

h) Members are requested not to send any paper (other than the resolution/authority as mentioned under “Process for Members opting for voting by Postal Ballot” point 2c above) along with the Postal Ballot Form in the endorsed self- addressed postage pre-paid envelope as all such envelopes will be sent to the Scrutinizer and if any extraneous paper is found in such envelope the same would not be considered and would be destroyed by the Scrutinizer.

3. PROCESS FOR MEMBERS OPTING FOR E-VOTING

(A) In case of Members receiving the Postal Ballot Form by E-mail:

(i) Open e-mail and open PDF file viz; “TSL e-Voting.pdf” with your Client ID or Folio No. as password. The said PDF file contains your user ID and password for e-voting. Please note that the password is an initial password.

(ii) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/

(iii) Click on “Shareholder – Login”.

(iv) Insert user ID and password as initial password noted in step 3 (A) (i) above. Click “Login”

(v) “Password change” menu appears. Change the password with new password of your choice with minimum 8 digits/characters or combination thereof. Note new password. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(vi) Home page of “e-Voting” opens. Click on “e-Voting: Active E-voting Cycles”.

(vii) Select “EVEN” (Electronic Voting Event Number) of XYZ Limited.

(viii) Now you are ready for e-Voting as “Cast Vote” page opens.

(ix) Cast your vote by selecting appropriate option and click on “Submit” and also click on “Confirm” when prompted.

(x) Upon confirmation, the message “Vote cast successfully” will be displayed.

(xi) Once you have voted on the resolution, you will not be allowed to modify your vote

(xii) For the votes to be considered valid, the corporate and institutional shareholders (companies, trusts, societies, etc.) are required to send a scanned copy (PDF/JPG format) of the relevant Board Resolution/ Appropriate Authorization etc. together with attested specimen signature of the duly authorized signatory(ies), to the Scrutinizer through e-mail at abc@xyz.com with a copy marked to evoting@nsdl.co.in.

(B) In case of Members receiving Postal Ballot Form by Post:

(i) User ID and initial password is provided at the bottom of the Postal Ballot Form.

(ii) Please follow all steps from Sr. No. 3A (ii) to (xii) above, to cast your vote.

(C) If you are already registered with NSDL for e-voting then you can use your existing user ID and password for Login to cast

your vote.

(D) In case of any queries, you may refer to the ‘Frequently Asked Questions’ (FAQs) for Shareholders and e-voting user manual for Shareholders available at the Downloads section of NSDL’s E-Voting website: www.evoting.nsdl.com. You can also send your queries/ grievances relating to e-voting to the e-mail ID :-abc@xyz.com

(E) The period for e-voting starts on Tuesday, 1st July, 2014 and ends on Wednesday, 30th July, 2014.

 E-voting shall be disabled by NSDL at 5:30 p.m. on Wednesday, 30th July, 2014