CENTRAL DEPOSITORY SERVICES (INDIA) LTD.

Transcription

1 CENTRAL DEPOSITORY SERVICES (INDIA) LTD. CIN - L67120MH1997PLC Regd. Of ce: A-Wing, 25 Floor, Maraon Futurex, Mafatlal Mills Compound, N. M. Joshi Marg, Lower Parel (E), Mumbai Tel: Website: POSTAL BALLOT NOTICE [Pursuant to Section 110 of e Companies Act, 2013 read wi Rule 22 of e Companies (Management and Adminiration) Rules, 2014] Dear Member (s), Notice is hereby given, pursuant to Section 110 and oer applicable provisions of e Companies Act, 2013, ( e Act ), if any, read wi e Companies (Management and Adminiration) Rules, 2014, including any atutory modi cation or re-enactment ereof for e time being in force, at e resolutions (along wi Explanatory Statements) appended below are proposed to be passed by e members rough poal ballot /electronic voting ( Poal Ballot ). Accordingly, e draft resolutions togeer wi e atement pertaining to e said resolutions setting out e material facts in respect of e same is being sent to e members, along wi Poal Ballot Form for eir consideration and to enable e members for sending eir assent or dissent in writing by Poal Ballot means or rough e-voting. Members who wish to ca eir votes physically rough Poal Ballot Form are requeed to carefully read e inructions printed in e Poal Ballot Form and return e form duly completed in e attached self-addressed poage pre-paid envelope so as to reach e Scrutinizer on or before 21 December, In accordance to e provisions of Section 108, 110 of e Act & Rule 20 and 22 of Companies (Management and Adminiration) Rules, 2014 and Regulations 44 of Securities and Exchange Board of India (Liing Obligations and Disclosure Requirements) Regulations, 2015, e Company will be offering e-voting facility to its Shareholders. The Company has engaged M/s. Karvy Computershare Pvt. Ltd. for providing e-voting platform. The procedure for e-voting is explained under e Notes provided wi is Poal Ballot Notice. Item No. 1 SPECIAL BUSINESS: Nomination rights on e Board of Central Depository Services (I) Ltd.(CDSL) To consider and approve, e following resolution as Special Resolution RESOLVED THAT consent of e members of e Company be and is hereby accorded for enabling BSE Ltd, Bank of India, Bank of Baroda and State Bank of India, e sponsor shareholders to exercise e right to nominate directors under Article 112 of e Articles of Association of e Company on e Board of CDSL. Item No. 2 SPECIAL BUSINESS: Divement of shares in CDSL Commodity Repository Limited (CCRL) To consider and approve e following resolution as Ordinary Resolution: 1

2 RESOLVED THAT in terms of section 179 of e Companies Act, 2013 and section 188 of e Companies Act, 2013, read wi e rules made ere under and oer applicable provisions as may be complied in is regard, consent of e members of e Company be and is hereby accorded to e Board for sale of ake of 48 % of e paid up equity share capital of CDSL Commodity Repository Ltd. held by e Company (CDSL) equivalent up to 1,20,00,000 (24%) equity shares of Rs.10 each in favour of BSE Invements Ltd. and 1,20,00,000 (24%) equity shares of Rs.10 each in favour of Multi Commodity Exchange of India Limited for a consideration as has been arrived at by an independent valuer. RESOLVED FURTHER THAT for e purpose of giving effect to e above resolution, Mr. P.S. Reddy, MD & CEO or Mr. Bharat Se, Chief Financial Of cer be and are hereby auorised to take such actions and to give all such directions as may be necessary or desirable and also to settle any queion, dif culty at may arise in regards to e proposed sale of ake and furer to do all such acts, deeds, matters and ings and to execute all such deeds, documents and writings as may be necessary, desirable or expedient in connection erewi. Item No. 3 SPECIAL BUSINESS Appointment of Shri K.V. Subramanian (DIN ) as a Shareholder Director To consider and approve e following resolution as an Ordinary Resolution: RESOLVED THAT based on e recommendation of Nomination & Remuneration / Compensation Committee (NRC) and e approval of e Board of e Company and pursuant to Section 161(1) and all oer applicable provisions, if any, of e Companies Act, 2013 (hereinafter referred to as e Act ) and Rules made ereunder (including any atutory modi cation(s) ereto or re-enactment ereof, for e time being in force) and as directed by SEBI on such subject, Shri K.V. Subramanian (DIN ) who has consented to act as a Director, be and is hereby appointed as an additional director under section 161(1) of e Companies Act, 2013, subject to approval of SEBI who shall hold of ce up to e date of next Annual General Meeting of e company and liable to retire by rotation. RESOLVED FURTHER THAT his appointment will be effective and he can commence discharging his function as director only after e receipt of approval from SEBI and necessary ling wi Regirar of companies will be done ereafter. RESOLVED FURTHER THAT MD & CEO, any Director of e Company and e Company Secretary be and are hereby severally auorized to take necessary eps as may be required to give effect to e resolution and matters related ereto. By Order of e Board of Directors For Central Depository Services (India) Limited Place: Mumbai Date: 28 October, 2017 P.S. Reddy Managing Director & CEO DIN: Regiered Of ce : A-Wing, 25 oor, Maraon Futurex, Mafatlal Mills Compound,N. M. Joshi Marg, Lower Parel (E), Mumbai CIN: L67120MH1997PLC

3 EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, Item 1 Pursuant to Article 112 (a) and (b) of Articles of Association of CDSL, BSE Ltd, Bank of India, Bank of Baroda and State Bank of India are entitled to nominate Directors as eir representatives on e Board of e Company. The Article 112 (a) and (b) are reproduced as below: (a) (b) Subject to e provisions of e Companies Act, e Stock Exchange, Mumbai (BSE) shall be entitled to nominate directors in proportion to e aggregate of equity share capital held by it and oer ock exchanges taken togeer, subject to a ceiling of 40% of e total reng of e Board. As long as Bank of India, Bank of Baroda and State Bank of India each hold equity share capital at a level of not less an Rs. 10 crores in e Company, each of ese original sponsors/shareholders shall be entitled to appoint one director as its representative on e Board of Directors of e Company. During e process of liing of securities of e Company, SEBI observed at such right to nominate Directors on e Board of e Company shall be exercised only after obtaining shareholders' approval rough a special resolution after e liing of e equity shares of e company and also disclose e same suitably in e Red Herring Prospectus. The observation made by SEBI is reproduced as below: LM is advised to ensure at e right of BSE Ltd., Bank of India, Bank of Baroda and State Bank of India to nominate directors on e Board of e Company shall be exercised only after obtaining shareholders' approval rough a special resolution after e liing of e equity shares of e issuer company and also disclose e same suitably in e RHP Furer to e above, e Board had discussed e same at its meetings and accordingly obtained unconditional and irrevocable undertaking from Bank of India, Bank of Baroda, State Bank of India and BSE Ltd. to e effect at upon successful completion of e Offer, right to nominate director on e Board of CDSL under Article 112 (a) and (b), as e case may be, shall be exercisable by em upon receipt of approval rough a special resolution by shareholders of e Company in e r general meeting held after e successful completion of e Offer. Currently, BSE Ltd. holds 24% in e Company and has two directors on e Board of e Company as its nominee appointed prior to IPO. Prior to e IPO of e Company, Bank of India and Bank of Baroda were holding 5.57% and 5.07% respectively each holding less an Rs.10 crores and State Bank of India was holding 9.57% amounting to Rs.10 crores of paid up capital of e Company. State Bank of India had appointed one nominee director prior to IPO and is continuing. Currently, Bank of India, Bank of Baroda and State Bank of India holds 5.57%, 2.99% and 5% respectively, each one not holding more an Rs. 10 Crores as required under Article 112 (b) for nominating any director on e Board of e Company. None of e Directors, Key Managerial Personnel and eir relatives is concerned or intereed, nancially or oerwise, in e said resolution. Item 2 CDSL Commodity Repository Limited ( CCRL ), wholly owned subsidiary of CDSL was incorporated on 7 March, 2017 wi Auorised capital of Rs.50 Crores to undertake e activities of setting up and maintaining, managing, handling of electronic syem database wi suitable electronic connectivity of electronic negotiable warehouse repository receipts (enwr) or any oer inrument related to commodity/commodities issued by warehouses, godowns, open platforms, refrigeration houses, ores and oer similar eablishments prescribed/ approved by Warehousing Development and Regulatory Auority ("WDRA"). In e mon of December, 2016,CDSL had invited Commodity Exchange-Multi Commodity Exchange of India Limited ( MCX )and BSE Ltd. to join e initiative wi an equity contribution not exceeding 24% each, keeping majority ake wi CDSL. The Board in- 3

4 principle approved participation of BSE Ltd. & MCX in CCRL subject to BSE Ltd. and MCX get approval of SEBI. The RFP (Reque for Proposal) issued by WDRA had certain set of mileones, one among which was to oat a company exclusively to act as Commodity Repository on or before 31 March, Pending said approval of SEBI, CDSL has inveed Rs.50 crores towards paid up capital of CCRL as required by WDRA for grant of regiration. In e mon of Augu, 2017, SEBI advised BSE at it may make invement in CCRL rough its subsidiary, BSE Invements Ltd. MCX has also received SEBI approval for eir part of invement in e mon of September,2017. The valuation of shares of CCRL has been done by M/s. Khandelwal Jain & Co., Chartered Accountants whose valuation report dated 25 October, 2017 is available at e regiered of ce of e Company during of ce hours of e Company. The Valuers have valued e price for transfer of shares at Rs.10/- per share. As such CDSL should receive Rs.24 Crores again its invement of Rs.24 Crores The Shareholders are requeed to consider and approve sale of ake of 48 % of e paid up equity share capital of CCRL held by e Company equivalent up to 1,20,00,000 (24%) equity shares of Rs.10 each in favour of BSE Invements Ltd. and 1,20,00,000 (24%) equity shares of Rs.10 each in favour of MCX for a consideration as has been arrived at by an independent valuer. None of e Directors, Key Managerial Personnel and eir relatives is concerned or intereed, nancially or oerwise, in e said resolution. Accordingly, e Board recommends e Resolution at No. 2 of e accompanying Notice for divement of shares in CCRL at e value as mentioned. Item 3 Standard Chartered Bank ( SCB ) is one of e Sponsoring Bank of CDSL and is currently holding 7.26% of e paid up capital of e Company. The Company has received a letter from SCB dated 7 July, 2017 intimating us about change of shareholder director from Shri Anan Narayan G., Regional Head Financial Markets, ASEAN & Sou (DIN ) to Shri K.V. Subramanian-Head-Strategy, Process & Governance (DIN ). We con rm having received consent forms and oer forms duly signed by Shri K.V. Subramanian. A brief pro le of Shri K.V. Subramanian is as below: Shri K.V. Subramanian is Head Strategy, Process & Governance for Standard Chartered Bank, India. He has over 28 years of banking experience having joined ANZ Grindlays Bank in 1989 as a Management Trainee in e Capital Markets division. In 1992 he moved to TAIB Bank, Bahrain to set up e India Invement desk for e Bank and was also responsible for eir proprietary equity and debt business. In 1996 he moved back to ANZ Grindlays Bank, India to run e Debt Capital Markets Sales business. Po e merger of SCB and ANZ Grindlays, he ran e Initutional Sales business for Sou Asia and from 2006 to 2011 was MD & Regional Head Capital Markets for Sou Asia. He has been responsible for leading some of e large Capital Market transactions for SCB from India. From 2011 to till recently he was Managing Director and Head Financial Markets and a Member of e Country Management Group at Standard Chartered Bank, Indonesia. Shri K.V. Subramanian has a Maers Degree in Management and a Bachelors Degree in Mechanical Engineering. As per Regulation 9B (1) of e SEBI (Depository & Participants) (Amended) Regulations, 2012, e appointment and re-appointment of all Shareholder Directors on e governing board of every depository is required to be made wi e prior approval of e SEBI.The candidature of Shri K.V. Subramanian would be forwarded to SEBI for approval upon receipt of consent of shareholders. Thus, his appointment will be effective and he can commence discharging his functions as director only after e receipt of approval from SEBI.Necessary ling wi Regirar of companies will be done ereafter. 4

5 The appointment of Shri K.V. Subramanian was approved by CDSL Board via Circular resolution passed on 1 September, Shri K.V. Subramanian is not related to any Board Members of e Company. None of e Directors, Key Managerial Personnel and eir relatives is concerned or intereed, nancially or oerwise, in e said resolution. Accordingly, e Board recommends e Resolution at No. 3 of e accompanying Notice for appointment of Shri K.V. Subramanian as a shareholder Director. NOTES: 1. An Explanatory Statement pursuant to Section 102 of e Companies Act, 2013 setting out material facts and e reasons for e proposed resolution is annexed hereto. 2. The Board has appointed Mrs. Dipti Mehta (CP No. 3202) failing her Mr. Atul Mehta (CP No. 2486), Practicing Company Secretaries, to act as e Scrutinizers for conducting e Poal Ballot / E-voting process in accordance wi e law and in a fair and transparent manner. 3. The Poal Ballot Notice is being sent to all e members, whose names appear on e Regier of members/ Li of Bene cial Owners as is wi e Company and received from e Link Intime as on e close of business hours on Friday, 10 November, 2017 ( cut-off date ). Accordingly e members, whose names appear on e Regier of members/ Li of Bene cial Owners as on Friday, 10 November, 2017 will be considered for e purpose of voting. 4. All e material documents referred to in e explanatory atement will be available for inspection at e regiered of ce of e Company during business hours i.e A.M. to 5.00 P.M. (IST) on all working days from e date of dispatch of e Notice till e la date for receipt of votes by Poal Ballot/E-voting at is, Thursday, 21 December, In accordance wi e provisions of Section 110 of e Companies Act, 2013 read wi Rules 18, 20 and 22 of e Companies (Management and Adminiration) Rules, 2014, is Poal Ballot Notice is being sent to all e shareholders whose Ids are not regiered wi e Company's Regirar and Transfer Agent rough Courier/Regiered Po/Speed Po or any oer permissible means and by to ose members who have regiered eir address wi e Company's Regirar and Transfer Agent (in respect of shares held in physical form) or wi eir Depository Participants (DP) (in respect of shares held in electronic form). 6. In compliance wi e provisions of Section 108 of e Companies Act, 2013 read wi e Companies (Management and Adminiration) Rules, 2014 and Regulation 44(1) of e Securities and Exchange Board of India (Liing Obligations and Disclosure Requirements) Regulations, 2015, e Company is offering e- voting facility to all its members as an alternate mode to exercise eir right to vote and has engaged e services of M/s. Karvy Computershare Pvt. Ltd. as an Auorised Agency to provide e-voting facility. Inructions to be followed for voting rough electronic means are annexed to e notice. Please note at e- voting is optional. Voting by electronic mode may be a more convenient means for exercising e voting rights and may help to increase members' participation in e decision-making process. 7. Kindly note at e members can opt for only one mode of voting, i.e. eier by physical ballot or e-voting. If e members opt for e-voting, en ey should not vote by physical Poal Ballot and vice versa. However, in case members ca eir votes rough bo e modes, en voting done rough e-voting shall prevail and voting done by physical Poal Ballot will be treated as invalid. 8. In case a member is desirous of obtaining Poal Ballot in printed form or a duplicate one, e member may write to e Company or send an to secretarial@cdslindia.com at lea seven days in advance of closing of voting period. The Company/its Regirar and transfer agent shall forward e same along wi prepaid poage self-addressed Business Reply Envelope to e member. 5

6 9. The dispatch of Poal Ballot Notice shall be announced rough an advertisement in at lea 1 (one) English newspaper and at lea 1(one) Marai newspaper, each having wide circulation in Maharashtra, where e regiered of ce of e Company is situated. 10. The voting rights of e members shall be in proportion to eir shares in e total paid-up equity share capital of e Company. 11. Voting rights in e Poal Ballot cannot be exercised by proxy. 12. In case e shares are jointly held, e Poal Ballot form should be completed and signed by e r named member and in his/ her absence, by e next named member. 13. In case of shares held by companies, trus, societies, etc., e duly completed Poal Ballot form should be accompanied by e relevant Board Resolution/Auority Letter duly certi ed/ atteed by Auorised Signatory (ies). Inructions for Voting: A. Voting rough Physical Poal Ballot Form : a) A member desiring to exercise vote by Poal Ballot shall complete e enclosed Poal Ballot Form wi assent (for) or dissent (again) and send it to e Scrutinizer in e enclosed self-addressed prepaid poage Business Reply Envelope. Poage charges will be borne and paid by e Company. b) The Poal Ballot Form, duly completed and signed by e member(s) should be returned in e enclosed self-addressed pre-paid poage Business Reply Envelope directly to e Scrutinizers so as to reach before e close of working hours on Thursday, 21 December, 2017 by 5.00 p.m. Any Poal Ballot Form received after e said date shall be treated as if e reply from e member(s) has not been received. No oer form or photocopy of e Poal Ballot Form will be permitted/ accepted. B. Voting by Electronic Means : The inructions for Members for e-voting are as under: nd The remote e-voting period commences on Wednesday, 22 November, 2017 (9:00 a.m. IST) and ends on Thursday, 21 December, 2017 (5:00 p.m. IST). During is period, Members of e Company may ca eir vote by remote e-voting. The remote e-voting module shall be disabled by Karvy for voting ereafter. Once e vote on a resolution is ca by e Member, e Member shall not be allowed to change it subsequently. The process and manner for remote e-voting are as under: I. In case a Member receives an from Karvy (for Members whose addresses are regiered wi e Company/ Depository Participants): (i) (ii) (iii) Launch internet browser by typing e URL: Enter e login credentials (i.e. User ID and Password mentioned above). Your Folio No./ DP ID-Client ID will be your User ID. However, if you are already regiered wi Karvy for e-voting, you can use your exiing User ID and password for caing your vote. After entering ese details appropriately, Click on LOGIN. 6

7 (iv) You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters wi at lea one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.). The syem will prompt you to change your password and update your contact details like mobile number, ID, etc. on r login. You may also enter a secret queion and answer of your choice to retrieve your password in case you forget it. It is rongly recommended at you do not share your password wi any oer person and at you take utmo care to keep your password con dential. (v) You need to login again wi e new credentials. (vi) On successful login, e syem will prompt you to select e EVENT i.e., Central Depository Services (India) Ltd. (vii) On e voting page, enter e number of shares (which represents e number of votes) as on e Cut Off date under FOR/AGAINST or alternatively, you may partially enter any number in FOR and partially in AGAINST but e total number in FOR/AGAINST taken togeer should not exceed your total shareholding as mentioned hereinabove. You may also choose e option ABSTAIN. If e shareholder does not indicate eier FOR or AGAINST it will be treated as ABSTAIN and e shares held will not be counted under eier head. (viii) Shareholders holding multiple folios/demat accounts shall choose e voting process separately for each folios/demat accounts. (ix) Voting has to be done for each item of e Notice separately. In case you do not desire to ca your vote on any speci c item it will be treated as abained. (x) You may en ca your vote by selecting an appropriate option and click on Submit. (xi) A con rmation box will be displayed. Click OK to con rm else CANCEL to modify. Once you con rm, you will not be allowed to modify your vote. During e voting period, Members can login any number of times till ey have voted on e Resolution(s). (xii) Corporate/Initutional Members (i.e. oer an Individuals, HUF, NRI, etc.) are also required to send scanned certi ed true copy (PDF Format) of e Board Resolution/Auority Letter, etc. togeer wi atteed specimen signature(s) of e duly auorized representative(s), to e Scrutinizer at ID dipti@mehta-mehta.com wi a copy marked to evoting@karvy.com. The scanned image of e above mentioned documents should be in e naming format Corporate Name_ EVENT NO. II. In case a Member receives physical copy of e Notice of Poal Ballot (for members whose IDs are not regiered wi e Company/ Depository Participant or requeing physical copy) i. Initial Password is provided, as below, at e bottom of e Poal Ballot. EVEN (Electronic Voting User ID Password/PIN Event Number) ii. Please follow all eps from Sr. No. (i) to Sr. No. (xii) above in (I), to ca your vote. 7

8 III. Oer Inructions: i. A person, whose name is recorded in e Regier of Members or in e Regier of Bene cial Owners maintained by e Depositories as on e cut-off date only shall be entitled to avail e facility of remote e-voting as well as voting at e Poal Ballot. ii. iii. iv. The voting rights of Members shall be in proportion to eir shares of e paid up equity share capital of e Company as on e cut-off date i.e. Friday, 10 November, The Board of Directors has appointed Mrs. Dipti Mehta (CP No. 3202) failing her Mr. Atul Mehta (CP No. 2486), Practicing Company Secretaries to Scrutinize e remote e-voting process and voting rough poal ballot in a fair and transparent manner. The Scrutinizer shall after e conclusion of voting unblock e votes ca rough ballot forms and remote e-voting in e presence of at lea two witnesses, not in employment of e Company, and make, not later an 7 days of e conclusion of e voting period a consolidated Scrutinizer's report of e total votes ca in favour or again, if any, to e Chairman or any oer Director, as may be auorised in writing, who shall countersign e same and declare e result of e voting forwi. v. The results declared along wi e Scrutinizer's report shall be placed on e Company's website and on e website of Karvy immediately after e result declared by e Chairman or any oer person auorized by e Chairman and e same shall be communicated to National Stock Exchange of India Limited, where e shares of e Company are lied. vi. In case of any queries, please visit Help and Frequently Asked Queions (FAQs) section available at Karvy's website Members are requeed to send all communications relating to shares to Company's Regirar & Share Transfer Agent (R & T Agent) at e following address: LINKINTIME INDIA PRIVATE LIMITED C-101, 247 Park, LBS Marg, Vikhroli (We), Mumbai Phone No. (022) ; Fax No. (022) rnt.helpdesk@linkintime.co.in By Order of e Board of Directors For Central Depository Services (India) Limited P.S. Reddy Managing Director & CEO DIN:

9 CENTRAL DEPOSITORY SERVICES (INDIA) LTD. CIN - L67120MH1997PLC Regd. Office: A-Wing, 25 floor, Maraon Futurex, Mafatlal Mills Compound, N. M. Joshi Marg,Lower Parel (E), Mumbai Tel: Website: 1. Name and Regiered address of e Sole/fir named Shareholder POSTAL BALLOT FORM : GOBIND GUMNANI## KAGOIKE DORI ## CHUO - KU## KOBE## JAPAN ## Sr. No. : Name(s) of Joint holder(s) if any (in block letters) 3. Regiered Folio No./DP ID No./ Client ID No.*(*Applicable to members holding Shares in dematerialized form) : ## ## 4. Number of Shares held : 100## I/ We hereby exercise my/ our vote in respect of e following special resolution to be passed rough Poal Ballot for e businesses ated in e Notice of Poal Ballot dated 28 October, 2017 of e Company, by sending my/ our assent or dissent to e said resolutions by placing a tick ( ) mark at e appropriate box below: Sr. No. Brief particulars of e item No. of Shares 1. Nomination rights on e Board of Central Depository Services (I) Ltd. (CDSL) 2. Divement of shares in CDSL Commodity Repository Limited (CCRL) 3. Appointment of Shri K.V. Subramanian (DIN ) as a Shareholder Director Place : Date : : IN ## Type of e Resolution Special Ordinary Ordinary (For) I/We assent to e Resolution Note: Please read e inructions given overleaf carefully before exercising your vote. (Again) I/We dissent to e Resolution Signature of e Member/Beneficial Owner ELECTRONIC VOTING PARTICULARS EVSN (Electronic Voting SequenceNumber) USER ID PASSWORD/PIN 3600 IN Exiing Password Note: For e-voting, please refer e inruction in e notice attached herewi.

10 INSTRUCTIONS: 1. A Member desiring to exercise vote by Poal Ballot may complete is Poal Ballot Form and send it to e Scrutinizer in e attached self-addressed pre-paid poage Business Reply Envelope. Poage charges will be borne and paid by CDSL. However, envelopes containing Poal Ballot Form(s), if deposited in person or sent by courier or regiered/ speed po at e expense of e Member will also be accepted. 2. This Form should be completed and signed by e Member (as per e specimen signature regiered wi e Company/Depository Participants). In case of joint holding, is Form should be completed and signed by e r named Member and in his/ her absence, by e next named Member. 3. In case of shares held by companies, trus, societies, etc., e duly completed Poal Ballot Form should be accompanied by e relevant certi ed true copy of Board Resolution/Auority Letter duly certi ed/ atteed by Auorised Signatory(ies). 4. There will be only one Poal Ballot Form for every Regiered Folio No. / Client ID No. / DP ID No. irrespective of e number of joint members. 5. The Poal Ballot/e-voting shall not be exercised by a proxy. 6. Incomplete, unsigned or incorrect Poal Ballot Form will be rejected. The Scrutinizer's decision on e validity of e Poal Ballot will be nal and binding. 7. A Member need not use all his/ her votes nor ca all e votes in e same way. The voting rights of e Members shall be in proportion to eir shares in e total paid-up equity share capital of e Company as on Friday, 10 November, Duly completed and signed Poal Ballot Form should reach e Scrutinizer on or before e close of working hours i.e. 5:00 P.M. on Thursday, 21 December, All Poal Ballot Forms received after is date will be rictly treated as if e reply from e member has not been received. 9. A member may reque for a duplicate Poal Ballot Form, if so required. However, e duly lled in duplicate Poal Ballot Form should reach e Scrutinizer before e close of working hours i.e. 5:00 P.M. on Thursday, 21 December, Member(s) are requeed not to send any oer paper along wi e Poal Ballot Form, oer an as required, in e enclosed Envelope as such Envelopes will be sent to e Scrutinizer and any extraneous paper found in such Envelope would be deroyed by e Scrutinizer and e Company would not be able to act on e same. 11. The Company is also offering e-voting facility as an alternate, for all its Members to enable em to ca eir votes electronically inead of using e Poal Ballot Form. The detailed procedure for e- Voting has been enumerated in e Notes to e Poal Ballot Notice dated 28 October, Kindly note at e Members can opt for only one mode of voting i.e., eier by po or e-voting. If e Members opt for e-voting,en ey should not vote by po and vice versa. However, in case Members ca eir vote by po and e-voting, en voting done rough e-voting shall prevail and voting done by po will be treated as invalid. 13. The results of e Poal Ballot shall be declared on or before Wednesday, 27 December, The resolution if approved by e requisite majority, shall be deemed to be passed under e relevant provisions of e Companies Act, 2013 and Rules made ereunder, on e la date of voting i.e. 21 December, CENTRAL DEPOSITORY SERVICES (INDIA) LTD.