Download multi commodity exchange of india limited

MULTI COMMODITY EXCHANGE OF INDIA LIMITED
CIN: L51909MH2002PLC135594
Regd. Office: Exchange Square, Suren Road, Chakala, Andheri (East), Mumbai - 400093.
Tel.: 022 6731 8888 Fax: 022 6649 4151; Email id: [email protected]; website: www.mcxindia.com
POSTAL BALLOT NOTICE
(Notice pursuant to Section 110 of Companies Act, 2013)
Dear Member(s),
Notice is hereby given pursuant to the provisions of Section 110 and other applicable provisions, if any, of Companies Act, 2013 (“Act”) read with the
Companies (Management and Administration) Rules, 2014 (“Rules”) (including any statutory modification or re-enactment thereof for the time being in
force), for seeking your consent, to pass the proposed resolutions as Special Resolutions through Postal Ballot with respect to the following Businesses:
(i)
Alteration of the Main Objects Clause of the Memorandum of Association (MOA) of the Company pursuant to the directions of Forward
Markets Commission (FMC/The Commission); and
(ii)
Alteration of the Articles of Association of the Company
In terms of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules, the resolutions appended below are
proposed to be passed by Postal Ballot and accordingly your approval is sought in respect of the aforesaid matters. The Resolutions and explanatory
statement pertaining to the said Resolutions, pursuant to Section 102 of Companies Act, 2013, setting out the relevant material facts and the reasons
for which such resolutions are proposed, are appended herewith for your consideration along with a ‘Postal Ballot Form’ and self-addressed postage
pre-paid Business Reply Envelope (BRE).
If you are voting through Postal Ballot Form (i.e. physical Ballot), you are requested to carefully read the instructions printed on the Form
enclosed herewith and return it, duly completed and signed along with your assent (FOR) or dissent (AGAINST) in the attached self-addressed
postage pre-paid BRE, so as to reach the Scrutinizer on or before the close of working hours i.e. 6:30 p.m. on June 13, 2014. Please note that
any Postal Ballot Form(s) received after that date will be treated as not having been received.
For e-voting, please read carefully the “Procedure/Instructions for e-voting” enumerated in the notes to this Notice.
The Board of Directors of the Company (“Board”), in compliance with Rule 22 (5), has appointed Mr. Himanshu S. Kamdar, Practicing Company
Secretary, Partner of M/s Rathi & Associates, Company Secretaries, Mumbai, as Scrutinizer, for conducting the said Postal Ballot process in a fair and
transparent manner.
The Scrutinizer will submit his report to the Chairman, any Director or the Company Secretary of the Company, after completion of scrutiny, on or
before June 17, 2014. The result of the Postal Ballot will be announced by the Chairman or in his absence by any Director of the Company on June
18, 2014 at 11.00 a.m. at Company’s registered office. In addition to the results being communicated to BSE Limited, it shall also be displayed at
the Company’s registered office and on its website i.e. www.mcxindia.com. It will subsequently be published in at least one English and one Marathi
newspaper circulating in Maharashtra. If the proposed resolution(s) is/are assented by a requisite majority, it shall be deemed to have been duly passed
at a general meeting. The resolutions will be taken as passed effective on and from the date of announcement of the result by the Chairman or any
Director, if the result of the Postal Ballot indicates that the requisite majority of the Members have assented to the Resolution. The Board has appointed
Mr. Pravir Vohra, Director and Mr. Ajay Puri, Company Secretary as the persons responsible for the entire Postal Ballot process.
SPECIAL BUSINESS (ES):
ITEM NO. 1: ALTERATION OF MAIN OBJECTS CLAUSE OF MEMORANDUM OF ASSOCIATION
To consider and, if thought fit, to pass the following Resolution as a Special Resolution:
“RESOLVED THAT pursuant to Section 13 and other applicable provisions, if any, of the Companies Act, 2013 and pursuant to the directions of Forward
Markets Commission, consent of the Company be and is hereby accorded to delete the words ‘securities’ and ‘ready’ and incorporate the words
‘including related eco-systems’ after the words ‘all support services relating thereto’ in sub-clause (1) of the Main Objects i.e. Clause III (A) (1) of the
Memorandum of Association of the Company, which, when modified, will read as under:
(1) To establish, operate, regulate, maintain and manage facilities in Mumbai and elsewhere in India and abroad enabling the members of the
Exchange, their authorized agents and constituents and other participants to transact, clear and settle trades done on the Exchange in different
types of contracts in commodities and other instruments and derivatives thereof, in forward and futures markets and to provide accessibility to the
markets to various members of the Exchange and their authorised agents and constituents and other participants within and/ or outside India, and
to provide, initiate, facilitate and undertake all support services relating thereto including related eco-systems as per the Articles of Association,
Bye-Laws, Rules and Regulations of the Exchange.”
ITEM NO. 2:ALTERATION OF THE ARTICLES OF ASSOCIATION
To consider and, if thought fit, to pass the following Resolution as a Special Resolution:
“RESOLVED THAT pursuant to the revised norms regarding Shareholding, Ownership, Net worth, Fit and Proper Criteria, etc. issued by FMC on
May 6, 2014. as amended from time to time, and the provisions of Section 14 and other applicable provisions, if any, of the Companies Act, 2013 and
subject to the approval of Forward Markets Commission under Section 6(3) of Forward Contracts (Regulation) Act, 1952, and subject to such other
approvals/consents as may be necessary, the consent of the Company be and is hereby accorded to amend the Articles of Association of the Company
by insertion of new articles namely Article 26A, Article 26B and Article 26C, immediately after existing Article 26 in the Articles of Association of the
Company:
ARTICLE 26A:
FMC’s Guidelines/Directions/Norms, etc. to be binding on the Company
26A.1 The Company, each of its members and shareholders and their governance in relation to the Company and its business is regulated by the
1
Forward Markets Commission, Department of Economic Affairs, Ministry of Finance, Government of India (FMC) and/or other regulators and
competent authorities under applicable laws. The Company and each of the members and shareholders shall strictly comply with the guidelines,
directions, norms, instructions, regulations etc. that may be issued by any of the regulators or competent authorities from time to time.
26A.2 The Company and each of its members and shareholders and their eligibility to become and remain members and shareholders of the Company
and other rights, privileges and obligations in the Company are governed by the Companies Act and/or the Guidelines/Directions/Norms, etc.
as amended or revised from time to time, prescribed/issued by the FMC including the norms regarding Shareholding, Ownership, Net worth, Fit
and Proper Criteria, etc. as may be applicable. The members and shareholders and the Company shall comply with such guidelines, directions,
norms, instructions, regulations etc. within such period as may be specified in this regard by FMC or other regulators or competent authorities or
such reasonable period as may be deemed appropriate by the Board of Directors of the Company.
26A.3 The guidelines, directions, norms, instructions, regulations etc. issued by FMC or other regulators from time to time, including the revised norms
regarding Shareholding, Ownership, Net worth, Fit and Proper Criteria, etc. issued by FMC shall be deemed to form an integral part of the
Memorandum and Articles of Association of the Company and any amendments to such guidelines, directions, norms, instructions, regulations
etc. shall be deemed to have been incorporated in the Memorandum and Articles of Association, and the rules and bye-laws of the Company.
26A.4 An updated copy of the Memorandum and Articles of Association and Bye-laws of the Company and the guidelines, directions, norms, instructions,
regulations etc. issued by FMC or any other regulator or competent authorities including the revised norms regarding Shareholding, Ownership,
Net worth, Fit and Proper Criteria, etc. issued by FMC which shall be deemed to form part of the Memorandum and Articles of Association and
Bye-laws of the Company shall be available for inspection at the registered office of the Company during normal business hours on any working
day.
26A.5 The Company shall, on being requested by a member and shareholder, send to him within 7 days of the receipt of the request and subject to
payment of such fees as may be determined by the Board from time to time, a copy of each of the guidelines, norms or instructions issued by FMC
or any other regulators or competent authorities, which guidelines, norms or instructions are deemed to form an integral part of the Memorandum
and Articles of Association and Bye-laws of the Company.
ARTICLE 26B:
Restrictions on shareholding
26B.1 No person shall, directly or indirectly, acquire or hold equity shares of the Company unless he is a fit and proper person as per the criteria laid
down in the guidelines, directions, norms, etc. instructions issued by FMC or any other regulators or competent authorities under applicable laws.
26B.2 No person shall, directly or indirectly, either individually or together with persons acting in concert, acquire/hold equity shares exceeding the
prescribed percentage of the paid up equity share capital without the requisite approval of the FMC.
26B.3 In the event of any person ceasing to be a ‘fit and proper person’ or being declared so by the FMC or any other regulator or competent authorities,
such person shall forthwith divest his shareholding.
ARTICLE 26C:
Divestment of Shareholding
26C.1 Any shareholder of the Company holding shares in excess of the percentage that he is entitled to hold, whether by reason of such person being
declared as not fit and proper, or for any other reason, whether such reason arises out of a direction or order of the Central or State Government,
Forward Markets Commission or Securities and Exchange Board of India or any order passed by a court, tribunal or any other statutory authority,
or otherwise, shall forthwith divest his shareholding and the voting rights of such person shall stand extinguished and any corporate benefit in lieu
of such holding shall be kept in abeyance / withheld by the Company.
26C.2 The Company shall take necessary steps as it may deem fit so as to ensure that the shareholding of such person is divested forthwith upon such
direction or order of a competent authority.
26C.3 On being declared as not fit and proper person to continue to hold the shares of the Company, the Company may call upon the concerned
shareholder to divest his shares forthwith. The Company shall simultaneously require the Depository and Depository Participant to note the
extinguishment of the voting rights in respect of the shares of the said shareholder and freeze the beneficiary account of the said shareholder.
26C.4 In the event the said shareholder fails or neglects to divest the shares within such time as prescribed in the communication from the Company,
the said shareholders shall be deemed to have irrevocably constituted, nominated and appointed the Board of Directors of the Company as
the agents for such shareholder. The Board of Directors shall cause to transfer such shares immediately to an escrow account which would be
opened and operated by the Board of Directors of the Company and the Board of Directors may request respective Depository and Depository
Participants to transfer the entire shareholding or the shares held in excess of the permissible limits to the escrow account opened and operated
by the Board of Directors to ensure compliance with the order/guidelines/direction/norms, etc. of the Central or State Government, Forward
Markets Commission or Securities and Exchange Board of India or any court, tribunal or any other statutory / competent authority for the disposal
of such shares from such escrow account.
26C.5 The Board of Directors of the Company shall act either by itself and or through a registered intermediary, as an agent to deal with and dispose of
such shares in such manner as the Board may consider fit, to ensure prompt compliance of the order, guidelines, directions, norms, instructions,
regulations etc. of the Central or State Government, Forward Markets Commission or Securities and Exchange Board of India or any court, tribunal
or any other statutory / competent authority.
26C.6 All moneys realised from the sale of shares held in escrow, shall be paid over to the said shareholder, subject to the lien (if any) on such shares
and after deducting the expenses incurred by the Company for disposing of said shares.
RESOLVED FURTHER THAT the Board be and is hereby authorised to carry out and effect any changes, alterations or modification(s), as may be
suggested/directed by FMC, SEBI or any other regulator or statutory or other competent authority to the aforesaid resolution and to do all such acts,
deeds, matters and things as be necessary for or required for the purpose of giving effect to such suggestions/directions.”
By Order of the Board of Directors
For Multi Commodity Exchange of India Limited
Sd/-
May 9, 2014
Ajay Puri
Mumbai
Company Secretary & Chief Compliance Officer
2
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
ITEM NO. 1:
The Company vide Postal Ballot notice dated November 27, 2013, had sought the approval of the shareholders by a postal ballot for the amendment in sub-clause
(1) of the Main Objects Clause i.e. Clause III (A) of the MoA, as directed by FMC. However, as the said resolution could not be passed with the requisite majority of
the members, and considering the need to implement the Forward Markets Commission (FMC) direction in this regard, the said resolution is again being placed
for the approval of the members.
Your Company, being a commodity exchange, is regulated by FMC. FMC, while reviewing the Objects Clause of the Company, has observed that the Main Objects
Clause of the MOA contains reference to other un-related/un-regulated activities relating to securities, ready markets, etc. It is of the view that as the main business
of the Exchange relates to activities of the commodity markets, i.e. trading in forward contracts, for which the Exchange has been granted permanent recognition
under Section 6 of the Forward Contracts (Regulation) Act, 1952, inclusion of other activities in the main objects clause dilutes the focus on commodity markets
as the main or principal activity of the Exchange. Hence, the Commission has directed the Company to alter the main objects clause and only retain the activities
pertaining to the commodity markets and its related eco-systems.
Pursuant to the directions of FMC, the words ‘securities’ and ‘ready’ existing in sub-clause (1) of the main objects Clause i.e. clause III (A) of the MOA is proposed
to be deleted and the words ‘including related eco-systems’ are proposed to be inserted after the words ‘all support services relating thereto’ in the aforesaid
sub-clause. The Board, at its meeting held on May 9, 2014 has approved the notice seeking consent of the Members for the proposed alteration in the Clause III
(A) (1) of the MoA. The present clause and the alteration therein are given below:
Relevant Extract of the Present Clause (highlighting in bold the words to
be deleted)
Proposed Clause (after deleting the words ‘securities’ and ‘ready’ and
incorporating the words ‘including related eco-systems’)
To establish, operate, regulate, maintain and manage facilities in Mumbai
and elsewhere in India and abroad enabling the members of the Exchange,
their authorised agents and constituents and other participants to transact,
clear and settle trades done on the Exchange in different types of contracts
in commodities, securities and other instruments and derivatives thereof,
in ready, forward and futures markets and to provide accessibility to the
markets to various members of the Exchange and their authorised agents and
constituents and other participants within and/ or outside India, and to provide,
initiate, facilitate and undertake all support services relating thereto as per the
Articles of Association, Bye-Laws, Rules and Regulations of the Exchange.
To establish, operate, regulate, maintain and manage facilities in Mumbai
and elsewhere in India and abroad enabling the members of the Exchange,
their authorised agents and constituents and other participants to transact,
clear and settle trades done on the Exchange in different types of contracts
in commodities and other instruments and derivatives thereof, in forward
and futures markets and to provide accessibility to the markets to various
members of the Exchange and their authorised agents and constituents and
other participants within and/ or outside India, and to provide, initiate, facilitate
and undertake all support services relating thereto including related ecosystems as per the Articles of Association, Bye-Laws, Rules and Regulations
of the Exchange.
The Board commends the Special Resolution set out at item no. 1 of the accompanying Postal Ballot Notice for approval by the Members. The MOA of the
Company and the relevant letters from FMC are available for inspection of the Members of the Company from 10.00 A.M. to 1.00 P.M. on working days of the
Company up to the last date for e-voting/receipt of Postal Ballot Forms i.e. June 13, 2014
None of the Directors or Key managerial personnel or the relatives of Directors, Key managerial personnel are in any way, concerned or interested, financial or
otherwise, in this resolution, except to the extent of their respective shareholding in the Company, if any.
ITEM NO. 2
Your Company being a regulated Exchange operates within the regulatory framework of the Forward Contracts (Regulation) Act, 1952 (FCRA, 1952) and regulations
made there under. Accordingly, the Exchange has to comply with the guidelines/directions of the commodity markets regulator, FMC.
The FMC vide its order dated December 17, 2013 has, inter alia, held that Financial Technologies (India) Ltd (FTIL) is not a ‘fit and proper person’ to continue to
be a shareholder of 2% or more of the paid-up equity capital of MCX as prescribed under the guidelines issued by the Government of India for capital structure of
commodity exchanges post 5 years of operation.
Further, FMC revised norms regarding Shareholding, Ownership, Net worth, Fit and Proper Criteria, etc. on May 6, 2014 has, inter alia, stated that 'No person shall,
directly or indirectly, acquire or hold equity shares of a commodity exchange unless he is fit and proper person' and ‘In the event of any person ceasing to be a ‘fit
and proper person’ or being declared so by the Commission, such person shall forthwith divest his shareholding. Further, pending divestment of shares, the voting
rights of such person shall stand extinguished and any corporate benefit in lieu of such holding shall be kept in abeyance/withheld by Exchange. The exchange
shall take necessary steps as it may deem fit so as to ensure that the shareholding of such person is divested forthwith.’
The FMC’s guidelines, directions, norms, instructions, regulations etc. being binding on the Company and each of the members and shareholder, also contains
certain restrictions on shareholding.
As the onus of implementation of such order is on the Company, your Company has been making the best possible efforts to implement FMC’s order by taking
various measures, but in the absence of any specific powers, it is unable to force FTIL to reduce its shareholding to a level as desired in the said order.
Considering the need to incorporate the directions/guidelines/order, etc. of the FMC in the Articles of Association of the Company and to implement the order of
FMC dated December 17, 2013 and to further cater to any such situation that may arise in future, the Board, in order to overcome such a situation in future and to
effectively implement such orders, directions etc. especially with respect to divestment of shareholding of such share holder who has been declared as not fit and
proper, commends the Special Resolution set out at item no. 2 of the accompanying Notice for approval by the Members by altering the articles by including the
proposed amendments as stated in the aforesaid resolution, subject to requisite approvals.
The AOA of the Company and the FMC Order is available for inspection for the Members of the Company from 10.00 A.M. to 1.00 P.M. on working days of the
Company up to the last date for e-voting/receipt of Postal Ballot Forms June 13, 2014.
None of the Directors or Key managerial personnel or the relatives of Directors, Key managerial personnel are in any way, concerned or interested, financial or
otherwise, in this resolution, except to the extent of their respective shareholding in the Company, if any.
NOTES:
1.
An Explanatory Statement pursuant to Section 102 of Companies Act, 2013, in respect of the abovementioned business is annexed hereto.
2.
The Notice is being sent to all the Members of the Company, whose names appear in the Register of Members and Register of Beneficial Owners as received
from National Securities Depository Limited (NSDL) / Central Depository Services (India) Limited (CDSL) as on May 9, 2014 (cut-off date) and the voting
rights shall also be reckoned on the paid-up value of shares registered in the name of the member(s) as on the said cut-off date.
3.
Only a member entitled to vote is entitled to exercise his vote through e-voting/physical Ballot and send it to the Scrutinizer. Any person having no
voting rights should treat this Notice as intimation only.
4.
FMC vide its order dated December 17, 2013 has declared Financial Technologies (India) Limited (FTIL) as not fit and proper to hold shares in excess of 2%
or more of the paid-up equity capital of the Company.
5.
Further, FMC has issued revised norms regarding Shareholding, Ownership, Net worth, Fit and Proper Criteria, etc. on May 6, 2014 and has, inter alia,
provided that No person shall, directly or indirectly, acquire or hold equity shares of a commodity exchange unless he is fit and proper person' and 'In the
event of any person ceasing to be a ‘fit and proper person’ or being declared so by the Commission, such person shall forthwith divest his shareholding.
Further, pending divestment of shares, the voting rights of such person shall stand extinguished and any corporate benefit in lieu of such holding shall be
kept in abeyance/withheld by Exchange.’ Accordingly, the voting rights of any shareholders including FTIL who were declared as not ‘fit and proper person’
3
by FMC by the aforesaid order, stand extinguished and shall not be reckoned for the purpose of the postal ballot process and shall not be taken into account
by the Company in determining the results of the said postal ballot.
6.
PROCEDURE/INSTRUCTIONS FOR E-VOTING: In compliance with the provisions of Section 110 of Companies Act, 2013 read with the Rules and Clause
35B of the Listing Agreement, the Company is pleased to offer e-voting facility as an alternative mode of voting for its Members, which will enable them to
cast their votes electronically. Kindly note e-voting is optional. Member(s) shall opt for only one mode of voting i.e. by physical Ballot or e-voting. If a Member
has opted for e-voting then he should not vote by physical Ballot and vice versa. However, if Member(s) cast their vote through physical ballot as well as by
e-voting, then the voting through physical Ballot shall prevail. The instructions for Members for e-voting are as under:-
A.
In case a Member receives an e-mail from Karvy Computershare Pvt. Ltd. (Karvy):
i)
Launch internet browser by typing the URL: https://evoting.karvy.com
ii)
Enter the login credentials (i.e. user ID and password mentioned in your email/Postal Ballot Form). Your Folio No./DP ID Client ID will be your user ID.
However, if you are already registered with Karvy for e-voting, you can use your existing User ID and Password for casting your vote.
User ID:
For Members holding shares in Demat form:
a. For NDSL: 8 character DP ID followed by 8 digits Client ID
b. For CDSL: 16 digits Beneficiary ID/Client ID
For Members holding shares in Physical form:
Event no. (EVEN) followed by Folio No. registered with the Company.
Password:
Your Unique Password is printed on the Postal Ballot Form/provided in the email forwarding the electronic notice.
After entering these details appropriately, Click on “LOGIN”
iii)
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 with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character. The system will prompt
you to change your password and update any contact details like mobile#, email ID etc. on first login. You may also enter the secret question and
answer of your choice to retrieve your password in case you forget it. It is strongly recommended not to share your password with any other person
and take utmost care to keep your password confidential.
iv)
You need to login again with the new credentials.
v)
On successful login, the system will prompt you to select the “EVENT” i.e. Multi Commodity Exchange of India Limited
vi)
On the voting page, enter the number of shares as on the cut-off date (which represents the number of votes) under “FOR/AGAINST” or alternatively,
you may partially enter any number in “FOR” and partially in “AGAINST” but the total number in “FOR/AGAINST” taken together should not exceed
the total shareholding. If the shareholder does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be
counted under either head.
vii)
Cast your vote by selecting an appropriate option and click on “Submit”. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL”
to modify. Once you confirm, you will not be allowed to modify your vote. During the voting period, Members can login any number of times till they
have voted on all the resolutions.
viii)
Corporate/Institutional Members (i.e., other than Individuals, HUF, NRI, etc.) are also required to send scanned copy (PDF Format) of the relevant Board
Resolution/Authority Letter, etc. together with attested specimen signature of the duly authorized signatory(ies), to the Scrutinizer at e-mail id: mcx.
[email protected] with a copy marked to [email protected]. The scanned image of the abovementioned documents should be in the naming
format “Corporate Name_EVEN NO.”
B.
In case a Member receives Postal Ballot Form by Post:
i)
Initial password is provided at the bottom of the Postal Ballot Form.
ii)
Please follow all steps from Sl. No. (i) to Sl. No. (ix) as mentioned in (A) above, to cast e-vote.
C.
In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting User Manual for Shareholders, available at the
download section of https://evoting.karvy.com or contact Karvy Computershare Pvt. Ltd. at Tel No. 1800 345 4001 (Toll free).
7.
Eligible Shareholders who have not received /received the Postal Ballot notice by email and who wish to vote through physical Ballot can download the Form
from the link https://evoting.karvy.com or from the website of the Company www.mcxindia.com
8.
Members can cast their vote online from 9.00 a.m. on Thursday, May 15, 2014 till 6.30 p.m. on Friday, June 13, 2014 as the e-voting module shall be
disabled for voting by Karvy thereafter. A Member desiring to exercise their vote by physical Ballot may complete the enclosed Postal Ballot Form and send it
to the Scrutinizer in the enclosed self-addressed business reply envelope. Postage will be borne and paid by the Company. However, the Postal Ballot Form,
if sent by courier or by speed/registered post at the expense of the Members will also be accepted. The envelope containing the Postal Ballot Form should
reach the Scrutinizer not later than the close of business hours i.e. 6.30 p.m. on June 13, 2014.
9.
The Scrutinizer will submit his report to the Chairman or any Director and the result of the Postal Ballot shall be announced by the Chairman, or in his
absence, any Director on June 18, 2014 at 11.00 a.m. at the Company’s registered office at Exchange Square, Suren Road, Chakala, Andheri (East),
Mumbai - 400093. The resolutions will be taken as passed effective on and from the date of announcement of the result by the Chairman or any Director, if
the result of the Postal Ballot indicates that the requisite majority of the Members have assented to the Resolution. Members who wish to be present at the
time of declaration of the result may be present at the above mentioned venue.
10. Subsequently, the result of the Postal Ballot will be submitted to BSE Limited for uploading on their website and the same shall also be displayed on the
Company’s website www.mcxindia.com and will be published in atleast one English and one Marathi newspaper circulating in Maharashtra.
11. Members who have registered their e-mail ids for receipt of documents in electronic mode under the Green Initiative of the Ministry of Corporate Affairs are
being sent Notice of Postal Ballot by e-mail and others are sent by courier or by post along with Postal Ballot Form and self-addressed postage pre-paid
business reply envelope. A member may request for a duplicate Postal Ballot Form from Company’s Registrar & Share Transfer Agent:
Karvy Computershare Private Limited
(Unit: Multi Commodity Exchange of India Limited)
Plot Nos. 17–24, Vittal Rao Nagar, Madhapur, Hyderabad 500 081.
Tel: +91 40 44655000, Fax: +91 40 44655024, email: [email protected]
Enclosure:
Postal Ballot Form and self-addressed postage pre-paid BRE.
By Order of the Board of Directors
For Multi Commodity Exchange of India Limited
Sd/-
May 9, 2014
Ajay Puri
Mumbai
Company Secretary & Chief Compliance Officer
4
05/14
MULTI COMMODITY EXCHANGE OF INDIA LIMITED
CIN: L51909MH2002PLC135594
CIN: L51909MH2002PLC135594
Regd. Office: Exchange Square, CTS No. 255, Suren Road, Chakala, Andheri (East), Mumbai – 400093.
Regd. Office: Exchange Square, CTS No. 255, Suren Road, Chakala, Andheri (East), Mumbai – 400093.
Tel.: 022 6731 8888 Fax: 022 6649 4151 website: www.mcxindia.com; Email id: [email protected]
Tel.: 022 6731 8888 Fax: 022 6649 4151 website: www.mcxindia.com; Email id: [email protected]
POSTAL BALLOT FORM
POSTAL BALLOT FORM
Serial No.
Name of sole/ first named member
(in block letters)
:
1.
Name of sole/ first named member
(in block letters)
:
2.
Address of sole / first named member
:
2.
Address of sole / first named member
:
3.
Registered Folio No./DP ID No /Client ID No.*
* Applicable to members holding shares in
dematerialised form.
:
3.
Registered Folio No./DP ID No /Client ID No.*
* Applicable to members holding shares in
dematerialised form.
:
4.
No. of Shares held
:
4.
No. of Shares held
:
5.
I/We hereby exercise my/our vote in respect of the Special resolutions to be passed through postal ballot for the business
stated in the Postal Ballot Notice issued by the Company dated May 9, 2014 by conveying my/our assent or dissent to the
said resolution by placing a tick () mark at the appropriate box below:
5.
I/We hereby exercise my/our vote in respect of the Special resolutions to be passed through postal ballot for the business
stated in the Postal Ballot Notice issued by the Company dated May 9, 2014 by conveying my/our assent or dissent to the
said resolution by placing a tick () mark at the appropriate box below:
Description
No. of Shares
I / We assent to
the Resolution
(FOR)
I / We dissent to
the Resolution
(AGAINST)
Serial
No.
Description
No. of Shares
1.
Special Resolution pursuant to Section 13 of the Companies
Act, 2013 for deleting the words ‘securities’ and ‘ready’, and
incorporating the words ’including related eco-systems’ after the
words ‘all support services relating thereto’, in the Main Objects
i.e. Clause III (A) (1) of the Memorandum of Association of the
Company, as per the directions given by the Forward Markets
Commission
1.
Special Resolution pursuant to Section 13 of the Companies
Act, 2013 for deleting the words ‘securities’ and ‘ready’, and
incorporating the words ’including related eco-systems’ after the
words ‘all support services relating thereto’, in the Main Objects
i.e. Clause III (A) (1) of the Memorandum of Association of the
Company, as per the directions given by the Forward Markets
Commission
2.
Special Resolution for alteration of the Articles of Association of
the Company by insertion of a new Article 26A, Article 26B and
Article 26C immediately after the existing Article 26, pursuant
to Section 14 of the Companies Act, 2013 and subject to the
approval of the Forward Markets Commission.
2.
Special Resolution for alteration of the Articles of Association of
the Company by insertion of a new Article 26A, Article 26B and
Article 26C immediately after the existing Article 26, pursuant
to Section 14 of the Companies Act, 2013 and subject to the
approval of the Forward Markets Commission.
Place : Date : _____________________________
(Signature of the Member)
Place : Date : I / We assent to
the Resolution
(FOR)
I / We dissent to
the Resolution
(AGAINST)
_____________________________
(Signature of the Member)
CUT HERE
CUT HERE
The Company is pleased to offer e-voting facility as an alternate for all the shareholders of the Company to enable them to cast their votes
electronically instead of sending the postal ballot forms to the Scrutinizer. However, E-voting is optional.
The Company is pleased to offer e-voting facility as an alternate for all the shareholders of the Company to enable them to cast their votes
electronically instead of sending the postal ballot forms to the Scrutinizer. However, E-voting is optional.
ELECTRONIC VOTING PARTICULARS
ELECTRONIC VOTING PARTICULARS
EVEN
(E-Voting Event Number)
User ID
Password / PIN
EVEN
(E-Voting Event Number)
User ID
Password / PIN
Last date for receipt of Postal Ballot form by the Scrutinizer is June 13, 2014 (before the close of working hours i.e. 6.30 p.m).
Please note that any Postal Ballot form(s) received after that date will be treated as not having been received.
Last date for receipt of Postal Ballot form by the Scrutinizer is June 13, 2014 (before the close of working hours i.e. 6.30 p.m).
Please note that any Postal Ballot form(s) received after that date will be treated as not having been received.
Note: Please read carefully the instructions printed overleaf before exercising the vote.
Note: Please read carefully the instructions printed overleaf before exercising the vote.
7883_MCX_P B Form 7.5 x 11.indd 1
05/14
Serial No.
1.
Serial
No.
www.sapprints.com
www.sapprints.com
MULTI COMMODITY EXCHANGE OF INDIA LIMITED
5/10/2014 4:48:00 PM
INSTRUCTIONS FOR VOTING THROUGH POSTAL BALLOT FORM
05/14
INSTRUCTIONS FOR VOTING THROUGH POSTAL BALLOT FORM
i)
A member desiring to exercise the vote by postal ballot should complete this Postal Ballot Form and send it
to the Scrutinizer in the attached self-addressed envelope (bearing the address of the Scrutinizer appointed
by the Board). Inland postage will be borne and paid by the Company. However, envelopes containing Postal
Ballots, if sent by any other mode like courier, Speed/ Registered post, etc. at the expense of the member, will
also be accepted.
i)
A member desiring to exercise the vote by postal ballot should complete this Postal Ballot Form and send it
to the Scrutinizer in the attached self-addressed envelope (bearing the address of the Scrutinizer appointed
by the Board). Inland postage will be borne and paid by the Company. However, envelopes containing Postal
Ballots, if sent by any other mode like courier, Speed/ Registered post, etc. at the expense of the member, will
also be accepted.
ii)
This Postal Ballot Form should be completed and signed by the member. In case of joint holding, this Postal
Ballot Form should be completed and signed (as per the specimen signature registered with the Company
in respect of shares held in Physical form or furnished by National Securities Depository Limited/Central
Depository Services (India) Limited for shares held in dematerialized form) by the first named member and in
his/her absence, by the next named member.
ii)
This Postal Ballot Form should be completed and signed by the member. In case of joint holding, this Postal
Ballot Form should be completed and signed (as per the specimen signature registered with the Company
in respect of shares held in Physical form or furnished by National Securities Depository Limited/Central
Depository Services (India) Limited for shares held in dematerialized form) by the first named member and in
his/her absence, by the next named member.
iii)
In case of shares held by companies, trusts, societies, etc. duly completed Postal Ballot Form should be
accompanied by a certified true copy of the Board resolution/authorization giving requisite authority to the
person voting on the Postal Ballot Form. If this Postal Ballot Form is signed by a ‘Power of Attorney’ holder for
and on behalf of the member, it must be accompanied by an attested true copy of such ‘Power of Attorney’.
Where the Postal Ballot Form has been signed by a representative of the President of India or of the Governor
of a State, a certified copy of the nomination should accompany the Postal Ballot Form.
iii)
In case of shares held by companies, trusts, societies, etc. duly completed Postal Ballot Form should be
accompanied by a certified true copy of the Board resolution/authorization giving requisite authority to the
person voting on the Postal Ballot Form. If this Postal Ballot Form is signed by a ‘Power of Attorney’ holder for
and on behalf of the member, it must be accompanied by an attested true copy of such ‘Power of Attorney’.
Where the Postal Ballot Form has been signed by a representative of the President of India or of the Governor
of a State, a certified copy of the nomination should accompany the Postal Ballot Form.
iv)
There will be only one Postal Ballot Form for every folio/Client ID irrespective of the number of joint members.
iv)
There will be only one Postal Ballot Form for every folio/Client ID irrespective of the number of joint members.
v)
The right of voting by postal ballot shall not be exercised by a proxy.
v)
The right of voting by postal ballot shall not be exercised by a proxy.
vi)
Unsigned/incomplete or incorrect Postal Ballot Form will be rejected.
vi)
Unsigned/incomplete or incorrect Postal Ballot Form will be rejected.
vii)
A Member need not use all his/her votes nor cast all the votes in the same way.
vii)
A Member need not use all his/her votes nor cast all the votes in the same way.
viii) Duly completed and signed Postal Ballot Form should reach the Scrutinizer not later than 6:30 p.m.
on June 13, 2014. Postal Ballot Forms received after this date will be strictly treated as if the reply from the
member has not been received. In case of e-voting, last date for exercising Postal Ballot is June 13, 2014.
viii) Duly completed and signed Postal Ballot Form should reach the Scrutinizer not later than 6:30 p.m.
on June 13, 2014. Postal Ballot Forms received after this date will be strictly treated as if the reply from the
member has not been received. In case of e-voting, last date for exercising Postal Ballot is June 13, 2014.
ix)
A member may request for a duplicate Postal Ballot Form, if so required. However, the duly filled in duplicate
Postal Ballot Form should reach the Scrutinizer not later than the date specified at sr. no. viii above.
ix)
A member may request for a duplicate Postal Ballot Form, if so required. However, the duly filled in duplicate
Postal Ballot Form should reach the Scrutinizer not later than the date specified at sr. no. viii above.
x)
Subject to any restrictions on the voting rights pursuant to the guidelines, directions, order, etc. of Forward
Markets Commission, the voting rights shall be reckoned on the paid-up value of shares registered in the name
of the member(s) on the cut-off date i.e. May 9, 2014.
x)
Subject to any restrictions on the voting rights pursuant to the guidelines, directions, order, etc. of Forward
Markets Commission, the voting rights shall be reckoned on the paid-up value of shares registered in the name
of the member(s) on the cut-off date i.e. May 9, 2014.
xi)
The results of the postal ballot process will be declared at the Registered Office of the Company as specified
in the Postal Ballot Notice. The results will thereafter be published in newspaper(s), for the information of
members.
xi)
The results of the postal ballot process will be declared at the Registered Office of the Company as specified
in the Postal Ballot Notice. The results will thereafter be published in newspaper(s), for the information of
members.
xii)
Please convey your assent (FOR) or dissent (AGAINST) in this Postal Ballot Form.
xii)
Please convey your assent (FOR) or dissent (AGAINST) in this Postal Ballot Form.
xiii) The consent must be accorded by placing a tick mark () in the appropriate column of the Postal Ballot Form.
The assent or dissent received in any other manner shall not be considered valid.
xiii) The consent must be accorded by placing a tick mark () in the appropriate column of the Postal Ballot Form.
The assent or dissent received in any other manner shall not be considered valid.
xiv) Members are requested to refer the Postal Ballot Notice for detailed instructions.
xiv) Members are requested to refer the Postal Ballot Notice for detailed instructions.
xv)
xv)
Member(s) are requested not to send any other paper along with the Postal Ballot Form, other than as required,
in the enclosed Envelope as such Envelopes will be sent to the Scrutinizer and any extraneous paper found
in such Envelope would be destroyed by the Scrutinizer. The Envelope bears the name of the Scrutinizer
appointed by the Board.
Member(s) are requested not to send any other paper along with the Postal Ballot Form, other than as required,
in the enclosed Envelope as such Envelopes will be sent to the Scrutinizer and any extraneous paper found
in such Envelope would be destroyed by the Scrutinizer. The Envelope bears the name of the Scrutinizer
appointed by the Board.
xvi) The Scrutinizer’s decision on the validity of the Postal Ballot will be final.
xvi) The Scrutinizer’s decision on the validity of the Postal Ballot will be final.
xvii) The Company has appointed Mr. Pravir Vohra, Director and Mr. Ajay Puri, Company Secretary, as the persons
responsible for the entire postal ballot process.
xvii) The Company has appointed Mr. Pravir Vohra, Director and Mr. Ajay Puri, Company Secretary, as the persons
responsible for the entire postal ballot process.
xviii) The vote of a member will be considered invalid on any of the following grounds:
xviii) The vote of a member will be considered invalid on any of the following grounds:
a. if the member’s signature does not tally, or if the Postal Ballot form is not signed as per the process
mentioned above;
a. if the member’s signature does not tally, or if the Postal Ballot form is not signed as per the process
mentioned above;
b. if the member has marked his/her/its vote both ‘FOR’ and also ‘AGAINST’ in the Postal Ballot Form in
such a manner that the aggregate shares voted ‘FOR’ and ‘AGAINST’ exceeds total number of Shares
held under serial no. 4 of the Postal Ballot Form; and
b. if the member has marked his/her/its vote both ‘FOR’ and also ‘AGAINST’ in the Postal Ballot Form in
such a manner that the aggregate shares voted ‘FOR’ and ‘AGAINST’ exceeds total number of Shares
held under serial no. 4 of the Postal Ballot Form; and
c. if the ballot paper is received torn or defaced or mutilated to an extent that it is difficult for the Scrutinizer
to identify either the identity of the member or the number of votes or as to whether the votes are in favour
or against or inability of the signature to be verified or on one or more of the above grounds.
c. if the ballot paper is received torn or defaced or mutilated to an extent that it is difficult for the Scrutinizer
to identify either the identity of the member or the number of votes or as to whether the votes are in favour
or against or inability of the signature to be verified or on one or more of the above grounds.
d.
Member(s) can opt for one mode of voting. If a member has opted for E-voting then he should not vote by
Postal Ballot also and vice versa. However, members cast their vote both in physical and also by E-voting,
then the voting through physical ballot shall prevail and voting done through E-voting shall be treated as
invalid.
d.
Member(s) can opt for one mode of voting. If a member has opted for E-voting then he should not vote by
Postal Ballot also and vice versa. However, members cast their vote both in physical and also by E-voting,
then the voting through physical ballot shall prevail and voting done through E-voting shall be treated as
invalid.
xix) Members are requested to register their email ids, with their Depository Participant in case the shares
are held in demat mode or with the Registrar & Share Transfer Agents in case the shares are held in
physical mode, to enable the Company to send the documents by electronic mode.
7883_MCX_P B Form 7.5 x 11.indd 2
05/14
xix) Members are requested to register their email ids, with their Depository Participant in case the shares
are held in demat mode or with the Registrar & Share Transfer Agents in case the shares are held in
physical mode, to enable the Company to send the documents by electronic mode.
5/10/2014 4:48:00 PM