IndusInd Bank Limited
Contents
1. Resolution set out in the accompanying Notice The Promoters are interested in the proposed resolution to the extent to their shareholding in the Bank None of the Directors and Key Managerial Personnel including their relatives is any way concerned or interested in the proposed Resolution The Board recommends passing of the Resolution set out in the accompanying Notice as a Special Resolution By Order of the Board For IndusInd Bank Limited Sd Place Mumbai Haresh K Gajwani Date June 25 2015 Company Secretary Registered Office 2401 Gen Thimmayya Road Cantonment Pune 411 001 Maharashtra Email investor indusind com Website www indusind com Phone 022 6641 2200 Fax 022 6641 2224 IndusInd Bank Limited IndusInd Bank CIN L65191PN1994PLC076333 Registered Office 2401 Gen Thimmayya Road Pune 411 001 India Secretarial amp Investor Services Office 731 Solitaire Corporate Park 167 Guru Hargovindji Marg Andheri East Mumbai 400 093 Tel 022 6641 2483 6641 2487 Fax 022 6641 2347 POSTAL BALLOT FORM Please read the instructions printed overleaf carefully and return the Form on or before Wednesday July 29 2015 Serial No 1 Name s and Registered Address of the sole first named shareholder 2 Name s of Joint Holder s if any Registered Folio No DP ID No Client ID No Applicable to investors holding shares in dematerialised form 4 No of Shares2. at 5 00 p m on Wednesday July 29 2015 Hence e voting platform shall be disabled by NSDL at 5 00 p m on Wednesday July 29 2015 Members requiring any clarifications on e voting may contact National Securities Depository Limited on toll free number 1800 222 990 or by email at evoting nsdl co in INDUSIND BANK LIMITED
3. held We hereby exercise my our vote in respect of the Special Resolution to be passed through Postal Ballot as specified in the Notice dated June 25 2015 by conveying my our assent dissent to the said Resolution by placing tick mark in the appropriate box below Item of Description No of Shares OPTION Please put v in the Notice appropriate box below No We assent We dissent agree to the disagree to the Resolution Resolution Vote in favour Vote against 1 Allotment of equity shares on preferential basis to IndusInd International Holdings Ltd IIHL and its subsidiary viz IndusInd Ltd IL Promoters of the Bank Place Date Signature of the Member Email IDS sedana a aa EE Contact NO vienceseccdianeesiset cece Electronic Voting Particulars EVEN E Voting Event Number USER ID PASSWORD PIN 102066 NOTE Please return your Postal Ballot Form in the Postage prepaid self addressed envelope enclosed herewith INSTRUCTIONS d e f 9 h a GENERAL INFORMATION There will be one Ballot Form e voting for every Client ID No Folio No irrespective of the number of joint holders Members can opt for only one mode of voting i e either by Ballot or through e voting In case you are opting for voting by Ballot then please do not cast your vote by e voting and vice versa In case Members cast
4. route or any other manner in consultation with Lead Managers The shareholders of the Bank had on June 8 2015 passed a Special Resolution through Postal Ballot Shareholders Approval for augmenting capital by way of issuance of fresh equity not exceeding 10 of Authorised Equity Share Capital of the Bank through the QIP route or any other manner in consultation with Lead Managers Pursuant to the Shareholders Approval the Finance Committee of the Board decided on June 25 2015 to open Qualified Institutions Placement QIP of equity shares of the Bank in accordance with SEBI ICDR Regulations The Promoters holding 15 09 of the equity share capital of the Bank as of March 31 2015 have vide their letter dated April 10 2015 expressed willingness to retain their equity shareholding in the Bank up to 15 by way of allotment on a preferential basis subject to necessary approval from Reserve Bank of India RBI shareholders The Board of Directors of the Bank in their meeting held on June 11 2015 approved Preferential Allotment of Equity Shares to Promoters Preferential Allotment of the Bank up to 1 5 of the Authorised Equity Share Capital of the Bank of Rs 600 crores and within the limit of 10 referred to in the Shareholders Approval so that post any other issue of equity shares that the Bank may do pursuant to the Shareholders Approval and Preferential Allotment the aggregate holding of the Promoters does no
5. viz IndusInd Ltd IL does not exceed 15 in accordance with the Chapter VII of the SEBI Issue of Capital and Disclosure Requirements Regulations 2009 as amended from time to time to Indusind International Holdings Ltd and IndusInd Ltd Promoters of the Bank on such terms and conditions as may be deemed appropriate by the Board hereinafter called the Board which term shall be deemed to include the Finance Committee of the Board of Directors in its absolute discretion and wherever necessary in consultation with Advisor s and or such other person s but without requiring any further approval or consent from the shareholders and also subject to the applicable laws rules regulations and guidelines prevailing in this regard RESOLVED FURTHER THAT without prejudice to the generality of the above the Relevant Date for the purposes of determining the floor price of the Equity Shares in accordance with the provisions of Chapter VII of the SEBI Issue of Capital and Disclosure Requirements Regulations 2009 as amended from time to time shall be Tuesday June 30 2015 i e 30 days prior to the date of passing of the Special Resolution RESOLVED FURTHER THAT the Preferential Allotment shall be within the limit of fresh issue of equity shares not exceeding 10 of the Authorised Equity Share Capital of the Bank as authorised by the Shareholders Approval RESOLVED FURTHER THAT the Floor Price be determined in accordance with C
6. IndusInd Bank Indusind Bank Limited CIN L65191PN1994PLC076333 Registered Office 2401 Gen Thimmayya Road Pune 411 001 Tel 020 30461600 603 Fax 020 2634 3231 Secretarial amp Investor Services Office 731 Solitaire Corporate Park 167 Guru Hargovindji Marg Andheri East Mumbai 400 093 Tel 022 6641 2487 83 Fax 022 6641 2347 Website www indusind com NOTICE OF POSTAL BALLOT Pursuant to Section 110 of the Companies Act 2013 read with the Companies Management and Administration Rules 2014 Dear Member s Notice is hereby given pursuant to Section 110 of the Companies Act 2013 Act read with the Companies Management and Administration Rules 2014 Rules and the Securities and Exchange Board of India Issue of Capital and Disclosure Requirements Regulations 2009 SEBI ICDR Regulations including any statutory modification or re enactment thereof for the time being in force for seeking the consent of the Members of IndusInd Bank Limited Bank and to pass a Special Resolution for allotment of equity shares ona preferential basis to Indusind International Holdings Ltd IIHL and its subsidiary viz IndusInd Ltd IL Promoters of the Bank The Board of Directors of the Bank in their meeting held on April 16 2015 had approved the proposal for augmenting capital by way of issuance of fresh equity not exceeding 10 of Authorised Equity Share Capital of the Bank through the QIP
7. aforementioned Special Resolution are given as under 1 Objects of the Issue To meet the needs of our growing business including long term capital requirements for pursuing our growth plans and to enhance our capital adequacy ratio to increase our capacity to lend and for general corporate purposes 2 Instrument and Numbers The Bank is proposing to issue up to 87 81 360 Equity Shares in the following manner a Issue of up to 66 38 224 Equity Shares to IndusInd International Holdings Limited b Issue of up to 21 43 136 Equity Shares to IndusInd Limited 3 Issue Price and Relevant Date The price at which Equity Shares will be allotted under the Preferential Allotment shall be in accordance with Chapter VII of the SEBI ICDR Regulations however such price shall not be less than the price at which the Equity Shares are allotted to Qualified Institutional Buyers in the QIP As per Chapter VII of the said SEBI ICDR Regulations issue of Equity Shares on a preferential basis can be made at a price not less than the higher of the following a The average of the weekly high and low of the volume weighted average price of the Equity Shares quoted on the recognized Stock Exchange during the twenty six weeks preceding the Relevant Date or b The average of the weekly high and low of the volume weighted average price of the Equity Shares quoted on a Stock Exchange during the two weeks preceding the Relevant Date For this purpose Rele
8. ails whereof are specified under instructions to the Postal Ballot Form Members who opt to vote physically using Postal Ballot Forms or do not have access to e voting facility can send their assent or dissent in writing on the Postal Ballot Form The e voting facility will be available at the link https Awww evoting nsdl com starting from 9 00 a m on Tuesday June 30 2015 until 5 00 p m on Wednesday July 29 2015 Members are requested to read carefully and follow the instructions printed on the enclosed Postal Ballot Form and return the Form duly completed and signed in the attached Postage prepaid self addressed envelope so as to reach the Scrutinizer by 5 00 p m on Wednesday July 29 2015 Responses received by the Scrutinizer after the above date will be strictly treated as if no response has been received from the Member s in terms of the Postal Ballot Rules The Scrutinizer will submit his report to the Chairman of the Bank or in his absence to any person authorized by him after completion of the scrutiny of physical Postal Ballot Forms e voting and the result of the Postal Ballot will be announced at 5 00 p m on Thursday July 30 2015 at the Corporate Office of the Bank at 8th Floor Tower 1 One Indiabulls Centre 841 S B Marg Elphinstone Road Mumbai 400 013 and shall thereafter be published in newspapers The result of the Postal Ballot shall also be displayed at the Registered Secretarial amp Investor Service
9. al shareholders i e Companies Trusts Societies etc other than Individuals HUFs NRIs are required to send a scanned copy PDF JPG Format of the relevant Board Resolution Authority Letter etc together with attested specimen signature of the authorized signatory ies to the Scrutinizer through e mail at indusindscrutinizer gmail com or iblevoting indusind com with a copy marked to evoting nsdl co in In case of Members receiving Postal Ballot Form by Post i Initial Password is provided as below at the bottom of the Postal Ballot Form EVEN E Voting Event Number USER ID PASSWORD PIN ii Please follow all steps from SI No 3 a ii to xii above to cast your vote 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 Link Intime India Pvt Ltd at C13 Pannalal Silk Mills Compound L B S Marg Bhandup West Mumbai 400 078 If you have already registered with NSDL for e voting you can use your existing User ID and Password for casting your vote 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 The e voting period shall commence at 9 00 a m on Tuesday June 30 2015 and shall end
10. gulations Guidelines if any prescribed by the Reserve Bank of India Securities and Exchange Board of India including SEBI Issue of Capital and Disclosure Requirements Regulations 2009 SEBI ICDR Regulations and SEBI Substantial Acquisition of Shares and Takeover Regulations 2011 as amended from time to time and by all other concerned and relevant authorities from time to time to the extent applicable and subject to such approvals consents permissions and sanctions of the Government of India Securities and Exchange Board of India Reserve Bank of India and all other appropriate authorities and subject to such conditions and modifications as may be prescribed by any of them while granting such approvals permissions consents and sanctions as deemed fit the consent authority the approval of the Members of the Bank be and is hereby accorded to offer issue and allot on a preferential basis up to 87 81 360 equity shares of Rs 10 each Equity Shares i e up to 1 5 of the Authorised Equity Share Capital of the Bank of Rs 600 crores and within the limit of 10 of the Authorised Equity Share Capital of the Bank as approved by the members through Postal Ballot on June 8 2015 Shareholders Approval so that post any other issue of equity shares that the Bank may do pursuant to the Shareholders Approval and Preferential Allotment the aggregate holding of the Promoters i e IndusInd International Holdings Ltd HHL and its subsidiary
11. hapter VII of the SEBI ICDR Regulations 2009 or such higher price be determined on such terms and conditions as may be decided and deemed appropriate by the Board at the time of issue or allotment RESOLVED FURTHER THAT the Equity Shares to be issued and allotted in terms of this Resolution shall rank pari passu with the existing Equity Shares of the Bank in all respects including dividend and shall be subject to the Memorandum of Association and Articles of Association of the Bank and shall be subject to lock in as provided under the provisions of chapter VII of the SEBI ICDR Regulations RESOLVED FURTHER THAT the Equity Shares shall be allotted in dematerialized form within a period of 15 days from the date of receipt of shareholders approval or in the event the allotment of Equity Shares require any approval s or permission s from any regulatory authority or the Central Government within 15 days from the date of such approval s or permission s as the case may be RESOLVED FURTHER THAT the Board and or Managing Director and Chief Executive Officer and or Company Secretary and or Chief Financial Officer be and is hereby authorised to enter into and execute all such agreements and arrangements with any Depository ies Custodian s and all such agencies as may be involved or concerned in such offerings of Securities and to remunerate all such agencies by way of fees reimbursement of expenses or the like and also to seek the listing of t
12. he Equity Shares in one or more Stock Exchange s in India as the case may be and to settle any questions difficulties doubts that may arise in regard to the Preferential Allotment issue and allotment of Equity Shares and utilization of issue proceeds as it may in its absolute discretion deem fit RESOLVED FURTHER THAT the Board be and is hereby authorised to allot such number of equity shares as may be required to be issued and allotted in accordance with the terms of the offer RESOLVED FURTHER THAT the Board and or Managing Director and Chief Executive Officer and or Company Secretary and or Chief Financial Officer be and are hereby authorised to do all such acts deeds matters and things as may be necessary and execute all such agreements documents instruments and writings as may be required and to delegate all or any of its powers herein to any Officer s of the Bank in such manner as they may deem fit in their absolute discretion By Order of the Board For IndusInd Bank Limited Sd Place Mumbai Haresh K Gajwani Date June 25 2015 Company Secretary Registered Office 2401 Gen Thimmayya Road Cantonment Pune 411 001 Maharashtra Email investor indusind com Website www indusind com Phone 022 6641 2200 Fax 022 6641 2224 Notes 1 The Explanatory Statement pursuant to Section 102 of the Companies Act 2013 setting out the material facts in respect of the Special Resolution is annexed hereto 2 All docu
13. itional capital to meet the needs of its growing business including long term capital requirements for pursuing growth plans and to enhance Capital Adequacy Ratio to increase capacity to lend and for general corporate purposes and for that purpose proposes to issue up to 87 81 360 Equity Shares of Rs 10 each to Promoters i e Indusind International Holdings Ltd IIHL and its subsidiary IndusInd Ltd IL on a preferential basis The Board of Directors of the Bank in their meeting held on April 16 2015 had approved the proposal for augmenting capital by way of issuance of fresh equity not exceeding 10 of Authorised Equity Share Capital of the Bank through the QIP route or any other manner in consultation with Lead Managers In this regard the shareholders of the Bank had on June 8 2015 passed a Special Resolution through Postal Ballot Shareholders Approval for augmenting capital by way of issuance of fresh equity not exceeding 10 of Authorised Equity Share Capital of the Bank through QIP route or any other manner in consultation with Lead Managers Pursuant to the Shareholders Approval the Finance Committee of the Board of Directors decided on June 25 2015 to open Qualified Institutions Placement QIP of equity shares of the Bank in accordance with SEBI ICDR Regulations The Promoters holding 15 09 of the equity Share Capital of the Bank as on March 31 2015 had vide their letter dated April 10 2015 expressed willingne
14. lation Act 1949 7 Pre issue amp Post issue Shareholding Pattern of the Bank is given below Category of Pre issue as on June 19 2015 Post issue shareholder Total number of Percentage of total Total number of Percentage of total shares number of shares shares number of shares Shareholding of Promoter and Promoter Group Indian promoters Foreign Promoters 79 899 984 15 04 88 681 344 16 42 Total Indian Promoter 79 899 984 15 04 88 681 344 16 42 and Foreign Promoter Public shareholding Institutions 253 635 635 47 75 253 635 635 46 97 Non institutions 132 975 754 25 03 132 975 754 24 63 Total Public Shareholding 386 611 389 72 78 386 611 389 71 60 Shares held by custodians and against which Depository Receipts have been issued Promoter and z Promoter group Public 64 682 364 12 18 64 682 364 11 98 Total 531 193 737 100 00 539 975 097 100 00 The post issue shareholding calculated above assumes issue and allotment of 87 81 360 Equity Shares to the Promoters under Preferential Allotment and does not take into account the equity shares to be issued and allotted pursuant to the QIP Post the issuance and allotment of equity shares pursuant to the QIP the Promoters shareholding will not exceed 15 of the paid up share capital of the Bank The aforesaid percentages are based on capital as on Friday June 19 2015 without taking into considera
15. ments referred to in this Postal Ballot Notice and Explanatory Statement setting out material facts are open for inspection by the Members at the Registered Office of the Bank between 10 00 a m and 12 noon on all working days of the Bank from the date hereof up to Wednesday July 29 2015 3 The Notice of Postal Ballot is being sent to all Members whose names appear in the Register of Members List of Beneficial Owners as received from the Depositories as on Friday June 19 2015 4 The Postal Ballot Form along with the instructions for Ballot voting and e voting is enclosed separately 5 The Postal Ballot Notice along with the Postal Ballot Form shall also be hosted on Bank s website www indusind com 6 Shareholders who wish to avail physical copies of the Postal Ballot Notice Form shall be provided the same upon request T Shareholders can also register their e mail IDs and contact numbers with the Bank by sending details to investor indusind com or with our Registrar and Transfer Agent viz Link Intime India Pvt Ltd to enable the Bank to communicate to the shareholders the information about various developments in the Bank via e mail SMS EXPLANATORY STATEMENT Explanatory Statement pursuant to Section 102 1 of the Companies Act 2013 Companies Act to the accompanying Notice dated Thursday June 25 2015 Allotment of Equity Shares to Promoters on preferential basis The Bank is in the process of raising add
16. not be considered and would be destroyed by the Scrutinizer PROCESS FOR MEMBERS OPTING FOR E VOTING In case of Members receiving the Postal Ballot Form by e mail i Open e mail and open PDF file viz IBL 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 i Launch Internet browser by typing the following URL https www evoting nsdl com ii Click on Shareholder Login v 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 it confidential vi Home page of e Voting opens Click on e Voting Active Voting Cycles vii Select EVEN E Voting Event Number of Indusind Bank 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 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 Corporate and Institution
17. oldings Promoter IIHL is a Company incorporated in Mauritius The proposed Limited HHL As on June 25 2015 IIHL has 616 preferential issue of shareholders No one shareholder is in Equity Shares to IIHL control of IIHL Top 3 shareholders of IIHL shall not result in who in aggregate hold 28 30 of the paid up change of control of share capital of IIHL as on June 25 2015 the Bank are 3 banks namely Hinduja Bank Switzerland Limited CIM Banque S A Banque Cantonale de Geneve Banks These Banks are governed by the banking regulator in Switzerland No other shareholder of IIHL holds more than 5 of paid up share capital of IIHL 2 Indusind Limited IL Promoter IIHL is the holding company of InduslInd The proposed Limited holding 94 56 of the paid up share preferential issue of capital of IndusInd Limited The balance Equity Shares to 5 44 of the paid up share capital of IndusInd Limited shall IndusInd Limited is held by CIM Banque S A not result in change of Bank The Bank is governed by the control of the Bank banking regulator in Switzerland For ultimate beneficial owners of IIHL please refer above Post allotment of Equity Shares under Preferential Allotment there will be a consequential change in the shareholding of the Bank but the voting rights shall remain substantially the same due to applicability of provisions of Section 12 2 of the Banking Regu
18. reholder and failing him by the next named shareholder In case of shares held by Corporate and Institutional shareholders Companies Trusts Societies etc the completed Postal Ballot Form should be accompanied by a Certified True Copy of the appropriate Board Resolution Authorisation with the specimen signature s of the authorized signatory ies duly attested Duly completed Postal Ballot Forms should reach the Scrutinizer not later than 5 00 p m on Wednesday July 29 2015 Postal Ballot Forms received after this date shall be considered invalid Postal Ballot Forms which are incomplete unsigned or defective in any manner shall be rejected The Scrutinizer s decision in this regard shall be final and binding AMember seeking duplicate Postal Ballot Forms or desiring any guidance pertaining to the Ballot Process can write to Bank s Registrar amp Transfer Agent Link Intime India Pvt Ltd C13 Pannalal Silk Mills Compound L B S Marg Bhandup West Mumbai 400 078 It may be noted that the duplicate Postal Ballot Forms should reach the Scrutinizer not later than 5 00 p m on Wednesday July 29 2015 Members are requested not to send any other paper other than the resolution authority as mentioned under point 2 d above along with the Postal Ballot Form in the enclosed postage prepaid self addressed envelope in as much as all such envelopes will be sent to the Scrutinizer and any extraneous paper found in such envelop would
19. s Office of the Bank and hosted on the Bank s website www indusind com besides being communicated to the Stock Exchange s where the securities of the Bank are listed The Resolution if approved will be taken as effectively passed on the date of declaration of Results Members requiring any clarifications on e voting may contact National Securities Depository Limited on toll free number 1800 222 990 or by email at evoting nsdl co in Following Resolution is requested to be passed by the Members through Postal Ballot Allotment of Equity Shares to the Promoters on preferential basis To consider and if thought fit to pass with or without modification s the following Resolution as a Special Resolution RESOLVED THAT subject to the provisions of Section 42 and Section 62 of the Companies Act 2013 read with the Companies Prospectus and Allotment of Securities Rules 2014 and other applicable provisions if any including any amendment thereto or modification s or re enactment s thereof and in accordance with the provisions of the Memorandum and Articles of Association of the Bank the Listing Agreements entered into by the Bank with the Stock Exchange s and in accordance with any other applicable law or regulations in India or outside India including without limitation the provisions of the Foreign Exchange Management Act 1999 FEMA and rules and regulations framed thereunder as amended from time to time and subject to the Re
20. ss to retain their equity shareholding in the Bank up to 15 by way of allotment on a preferential basis subject to necessary approval from Reserve Bank of India RBI shareholders The Board of Directors of the Bank in their meeting held on June 11 2015 approved Preferential Allotment of Equity Shares to Promoters Preferential Allotment of up to 1 5 of the Authorised Equity Share Capital of the Bank of Rs 600 crores and within the limit of 10 referred to in the Shareholders Approval so that post any other issue of equity shares in that the Bank may do pursuant to the Shareholders Approval and Preferential Allotment the aggregate holding of the Promoters does not exceed 15 The Bank has received in principle approval of RBI for undertaking the Preferential Allotment vide letter dated June 17 2015 The Equity Shares allotted would be listed on BSE and NSE The Preferential Allotment is subject to the approval of the members of the Bank and other statutory approvals if any Since the Bank is a listed company the proposed issue is in terms of the provisions of the Companies Act 2013 Act SEBI ICDR Regulations 2009 SEBI ICDR Regulations the Securities and Exchange Board of India Substantial Acquisition of Shares and Takeovers Regulations 2011 and other applicable provisions Details of the Preferential Allotment and other particulars in terms of Regulation 73 of SEBI ICDR Regulations in relation to the
21. t exceed 15 The Bank has received in principle approval of RBI for undertaking the Preferential Allotment vide letter dated June 17 2015 The proposed Resolutions and Explanatory Statement pursuant to Section 102 1 of the Companies Act 2013 stating the material facts and the reasons thereof are appended The Postal Ballot Form is enclosed for your consideration On June 25 2015 the Finance Committee of the Board of Directors at their meeting appointed Mr S N Bhandari Practising Company Secretary or failing him Ms Manisha Maheshwari Practising Company Secretary as Scrutinizer for conducting the Postal Ballot process ina fair and transparent manner In accordance with Clause 35B of the Equity Listing Agreement entered into by the Bank with BSE Limited BSE and National Stock Exchange of India Limited NSE and the provisions of Section 108 of the Companies Act 2013 read with Rule 20 of the Companies Management and Administration Rules 2014 including any amendments thereto the Bank is pleased to provide electronic voting e voting facility as an alternative to its Shareholders to enable them to cast their votes electronically instead of casting the vote using physical Postal Ballot Forms The Bank has engaged National Securities Depository Limited NSDL to provide e voting facilities to the Members As an alternative to the Postal Ballot voting Members may choose to vote using e voting facility the det
22. their votes both by Ballot and e voting the votes cast through Ballot shall prevail and the votes castthrough e voting shall be considered invalid Voting rights in the Ballot e voting cannot be exercised by a Proxy However Corporate and Institutional shareholders shall be entitled to vote through their Authorised Representatives with proof of their authorisation as stated below PROCESS FOR MEMBERS OPTING FOR VOTING BY BALLOT Members desiring to cast their vote by Postal Ballot should complete and sign this Postal Ballot Form and send it to the Scrutinizer Mr S N Bhandari Link Intime India Pvt Ltd C 13 Pannalal Silk Mills Compound L B S Marg Bhandup West Mumbai 400 078 in the enclosed postage prepaid self addressed envelope Ballot Forms deposited in person or sent by post or courier at the expense of the Member will also be accepted Members residing outside India should stamp the envelopes appropriately There shall be one Postal Ballot for every folio irrespective of the number of joint holders Voting rights shall be reckoned on the paid up value of shares registered in the name of the Member on the cut off date i e Friday June 19 2015 In case of joint holding this Postal Ballot Form should be completed and signed as per specimen signature registered with the Bank in respect of shares held in physical form or furnished by NSDL CDSL to the Bank in respect of shares held in dematerialised form by the first named sha
23. tion any potential dilutions by way of issuance of shares under the employee s stock option scheme of the Bank 5 8 Proposed time of Allotment The Equity Shares shall be allotted within a period of 15 days from the date of receipt of shareholders approval or in the event of the allotment of Equity Shares requiring approvals or permissions from any regulatory authority or the Central Government within 15 days from the date of such approvals or permission as the case may be 9 Lock in The Equity Shares proposed to be offered and allotted in the Preferential Allotment shall be locked in in accordance with Regulation 78 of Chapter VII of SEBI ICDR Regulations 10 Auditor s Certificate The Statutory Auditor s certificate as required under Regulation 73 2 of the SEBI ICDR Regulations will be made available for inspection at the Secretarial amp Investor Services Office of the Bank at 731 Solitaire Corporate Park 167 Guru Hargovindji Marg Andheri East Mumbai 400 093 of the Bank between 10 a m and 1 p m on all working days excluding Saturday and Sunday up to Wednesday July 29 2015 It is proposed to obtain consent of the Members pursuant to the provisions of Section 42 and 62 and other applicable provisions of the Companies Act 2013 and SEBI ICDR Regulations 2009 and in terms of the provisions of the Listing Agreements to issue and allot Equity Shares on a preferential basis to Promoters as stated in the Special
24. vant Date means the date thirty days prior to the date of passing of the proposed Resolution Accordingly the Relevant Date for the preferential allotment is Tuesday June 30 2015 in terms of Regulation 71 of the SEBI ICDR Regulations 4 Undertakings of the Bank The Bank undertakes to re compute the price of the specified securities in terms of the provision of SEBI ICDR Regulations 2009 where it is required to do so If the amount payable on account of the re computation of price is not paid within the time stipulated in the SEBI Regulations the Equity Shares shall continue to be locked in till the time such amountis paid by the allottees 5 Intention of promoters directors key management persons to subscribe The Preferential Allotment is being made to IndusInd International Holdings Limited and IndusInd Limited who are the Promoters of the Bank 6 Theidentity of the natural persons who are the ultimate beneficial owners and change of control if any Identity of the natural persons who are the ultimate beneficial owners of the Equity Shares proposed to be allotted and or who ultimately control the proposed allottees the percentage of post preferential issue capital that may be held by them and change in control if any in the issuer consequent to the preferential issue Sr Name of the proposed allottee Category Ultimate beneficial owners of the Change of Control No proposed allottees f IndusInd_ International H
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