Download Untitled - Moneycontrol

(c) In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and e-voting user manual for Members
available at the Downloads section of https://evoting.karvy.com' or contact Karvy Computershare Private Limited at the Telephone No.:
(Toll Free No.:1-800-34-54-001).
(d) If you are already registered with Karvy Computershare Private Limited for e-voting then you can use your existing user ID and password
for casting your vote.
(e) You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future
communication(s).
5. The postage cost will be borne by the Company. However, envelopes containing Postal Ballots, if sent by courier or
registered/speed post at the expense of the Members will also be accepted.
6. Kindly note that the Members can opt for only one mode of voting, i.e. either by physical postal ballot or e-voting. If you are opting for evoting, then do not vote by physical postal ballot also and vice versa. In case Members cast their vote by both physical postal ballot and evoting, then votes cast by them through e-voting will be treated as valid and votes cast through physical postal ballot shall be treated as
invalid.
7. Members desiring to exercise vote by Physical Postal Ballot are requested to carefully read the instructions given in the enclosed Postal
Ballot Form. Postal Ballot Form duly completed with the assent (for) or dissent (against), and signed should be returned directly to the
Scrutinizer in the enclosed self addressed business reply envelope so as to reach the Scrutinizer not later than working hours (i.e.6:00 pm)
on 22nd February 2015 to be eligible for being considered, failing which, it will be strictly treated as if no reply has been received from the
Member.
8. The Scrutinizer will submit his report to the Chairman or Vice Chairman & Managing Director of the Company after completion of the
scrutiny and the results of postal ballot will be announced on 26th February 2015, at the Registered Office of the Company at Nyloc
House, 254,D-2, Dr. Annie Besant Road, Worli, Mumbai- 400 030.
9. The resolutions shall be taken as passed effectively on the date of declaration of the result. The result of the Postal Ballot will be
communicated to the stock exchanges where the Company's shares are listed. The result will also be displayed on the Company's website
www.zodiaconline.com and published in the newspapers.
10. Notice of Postal Ballot along with Postal Ballot Form containing the process, instructions and the manner of conducting e-voting is being
sent physically through the permitted mode to all the Members. Further in respect of members whose email ID's are registered with the
Company / Depository Participant(s) the Postal Ballot Form containing the process, instructions and the manner of conducting e-voting
is also being sent electronically.
11. Members can vote for their entire voting rights as per their discretion.
12. The vote in this Postal Ballot cannot be exercised through proxy.
13. The scrutinizers decision on the validity or otherwise of the Postal Ballot/e-voting will be final.
14. The Board of Directors has appointed the Vice Chairman & Managing Director and the Company Secretary as the persons responsible for
the entire postal ballot process.
15. Relevant documents referred to in the accompanying Notice are open for inspection by the Members at the Registered Office of the
Company on all working days, except Saturday between 11:00 a.m. and 1:00 p.m. up to 22nd February 2015.
16. Members who have not registered their email addresses so far are requested to register their e-mail address so that they can receive the
Annual Report and other communications from the Company electronically.
Statement pursuant to Section 102 of the Companies Act, 2013 to the accompanying Postal Ballot Notice
Item No. 1
The members had at the 27th Annual General Meeting of the Company held on 10th August 2011, approved the re-appointment and the
remuneration payable to Mr. Awais A. Noorani, Vice President – International Sales & Sourcing for the period from 1st February 2012 to 31st
January 2017. Since the said appointment was covered under the erstwhile provisions of Section 314 of the Companies Act, 1956, the
Company had applied for the approval of the Central Government for the re-appointment and payment of the remuneration to Mr. Awais A.
Noorani for the period from 1st February 2012 to 31st January 2017.The Central Government granted the approval for the period from 1st
February 2012 to 31st January 2015.
On the recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company at its meeting held on 12th
November 2014, approved the re-appointment and the remuneration payable to Mr. Awais A. Noorani, Vice President – International Sales &
Sourcing for the period from 1st February 2015 to 31st January 2017. Since Mr. Awais A. Noorani is the son of Mr. A.Y. Noorani, ViceChairman & Managing Director, Grandson of Mr. M.Y.Noorani, Chairman & Director and Nephew of Mr. S.Y. Noorani, Managing Director
& President, his re-appointment and remuneration payable amounts to an office or place of profit and requires approval of the members of the
Company by passing a special resolution in terms of Section 188(1)(f) of the Companies Act, 2013 read with Companies (Meetings of Board
and its Powers) Rules, 2014.
3