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NOTES : (I) The relative Explanatory Statement pursuant to Section 102 and Section 110 of the Companies Act, 2013 and rules made thereunder stating out material facts pertaining to the above Resolution is annexed hereto along with a Postal Ballot Form for consideration of members (II) The Board of Directors at its meeting held on August 11, 2015, has appointed Mr. Jagdish Patel of Jagdish Patel & Co, Practicing Company Secretaries, as Scrutinizer for conducting the voting through the Postal Ballot process in a fair and transparent manner (III) Members can also download the Notice and Postal Ballot Form from the link www.evoting.nsdl.com or www.iiimlindia.com or seek a duplicate Postal Ballot Form from M/s. Link Intime (India) Private Limited, Registrar & Transfer Agents, C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (West), Mumbai - 400 078 (IV) Voting Options : (1) E-Voting Facility : In compliance with Clause 35B of the Listing Agreement and Section 110 of the Companies Act, 2013 read withthe Companies (Management and Administration) Rules, 2014, the Company is pleased to provide an option to the members holding shares in demat form and in physical form, to vote on the postal ballot by way of electronic voting/e-voting to enable members to cast their vote electronically The Company has appointed National Securities Depository Limited (NSDL) to provide e-voting facility to its members. Members having shares in demat form and in physical form may vote either by way of Postal Ballot Form or by way of e-voting. The voting period starts on Tuesday, September 15, 2015 at 9 a.m. and ends on Wednesday, October 14, 2015 at 5.30 p.m. The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote is casted by member, the member shall not be allowed to change it subsequently You are requested to carefully read the e-Voting instructions as below, before casting your vote on e-Voting site : https://www.evoting.nsdl.com/ (a) In case of Members' receiving e-mail from NSDL : (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) Open e-mail and open PDF file viz. “IIML Info e-Voting.pdf” with your Client ID or Folio Number as Password. The said PDF file contains your User ID and Password for e-voting. Please note that the password is an initial password Launch internet browser by typing the following URL : https://www.evoting.nsdl.com Click on Member – Login Put user ID and password as initial password noted in step (i) above. Click Login Password change menu appears. Change the password with new password of your choice with minimum 8 digits/characters or combination thereof. Note your new password. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential Home page of e-Voting opens. Click on e-Voting: Active Voting Cycles Select “EVEN”(E-Voting Event Number) of IL&FS Investment Managers Limited Now you are ready for e-Voting as Cast Vote page opens Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when prompted Upon confirmation, the message “Vote cast successfully” will be displayed Once you have voted on the resolution, you will not be allowed to modify your vote 2