DISH TV INDIA LIMITED
Contents
1. Noida 201 301 Uttar Pradesh on or before close of business hours of Friday the 21 day of March 2014 the last date for the receipt of the completed Postal Ballot Forms The postage on the enclosed self addressed postage pre paid envelope shall be borne and paid by the Company E Voting Option We are pleased to offer E Voting facility also as an alternate for our Members which would enable you to cast your votes electronically instead of sending Physical Postal Ballot Form However please note that E Voting is optional and the members who do not have e voting facility are open to send their assent dissent in writing Please carefully read and follow the instructions on E Voting printed in this Notice The Scrutinizer will submit his report to the Managing Director of the Company upon completion of scrutiny of Postal Ballots in a fair and transparent manner and the result of the Postal Ballot will be announced on Monday the 24 day of March 2014 at the Registered Office of the Company The result of the Postal Ballot will also be displayed at the said address and posted on the Company s website www dishtv in besides communicating to the National Stock Exchange of India Limited and BSE Limited The result of the Postal Ballot shall also be announced through Newspaper Advertisement The date of declaration of the result of the Postal Ballot shall be the date on which the resolutions shall be deemed to have been passed by the members if appr2. keep your password confidential vi Home page of E Voting opens Click on E Voting Active Voting Cycles vii Select EVEN of Dish TV India Limited i e the Electronic Voting Event Number from the drop down menu viii Now you are ready for E Voting as Cast Vote page opens ix Then cast your vote by selecting appropriate options and click on SUBMIT and also CONFIRM when prompted Once you CONFIRM your vote on the resolution you will not be allowed to modify your vote x Institutional shareholders i e other than individuals HUF NRI etc are required to send scanned copy PDF JPG Format of the relevant Board Resolution Authority letter etc together with attested specimen signature of the duly authorized signatory ies who are authorized to vote to the Scrutinizer through e mail pcs jga gmail com or investor dishtv in with a copy marked to evoting nsdl co in B 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 USER ID PASSWORD Electronic Voting Event Number ii Please follow all steps from SI No ii to SI No x above to cast vote 21 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 www evoting nsdl com 22 If you are holding shares and had logged on to www evoting nsdl co
3. v mark in both the column will render the form invalid 13 An incomplete unsigned incorrectly completed incorrectly ticked defaced torn mutilated over written wrongly signed Postal Ballot Form will be rejected The Postal Ballot shall not be exercised by a proxy 14 15 16 17 Voting rights shall be reckoned on the paid up value of shares registered in the name of the member as on Friday the 7 day of February 2014 A Member may request for a duplicate Postal Ballot Form if so required However the duly completed duplicate Postal Ballot Form should reach the Scrutinizer not later than the date and time specified in Point No 4 above No Member is entitled to vote on Postal Ballot unless all calls or other sums presently payable by him in respect of shares in the Company have been paid Members are requested not to send any other paper s along with the Postal Ballot Form in the enclosed self addressed postage prepaid envelope as all postal ballot s will be sent to the Scrutinizer and any extraneous paper found in such envelope would be destroyed by the Scrutinizer 18 The Scrutinizer s decision on the validity of Postal Ballot Form shall be final 19 The Resolutions if assented by requisite majority shall be considered as passed on Monday the 24 day of March 2014 i e the date of declaration of the Postal Ballot Result E VOTING 20 In compliance with provisions of Section 192A of the Companies Act 1956 and no
4. Scrutinizer not later than the close of business hours on Friday the 21 day of March 2014 Postal Ballot Form s received after this date and time will be treated as if the reply from the Member has not been received 8 The Postal Ballot Form should be completed and signed by the Member An unsigned Postal Ballot Form will be rejected 9 In case of joint holding the Postal Ballot Form should be completed and signed as per the specimen signature registered with the Company Depository by the first named Member and in the absence of such Member by the next named joint holder A Member may sign the Postal Ballot Form through an Attorney in such case certified true copy of the Power of Attorney should be attached to the Postal Ballot Form There will be only one Postal Ballot Form for every folio irrespective of the number of joint Member s 10 In case of shares held by Companies Trusts Societies etc a duly completed Postal Ballot Form should be signed by its authorized signatory In such cases the Postal Ballot Form shall be accepted if the same is accompanied by a certified true copy of the Board Resolution Authority together with the specimen signature s of the duly authorised signatory ies 11 A Member neither needs to use all his her votes nor needs to cast all his her votes in the same way 12 Assent or Dissent to the proposed resolution may be recorded by placing a tick mark v in the appropriate column Postal ballot form bearing
5. dishtW DISH TV INDIA LIMITED Registered Office Essel House B 10 Lawrence Road Industrial Area Delhi 110 035 Corporate Office FC 19 Sector 16A Noida 201 301 U P E Mail investor dishtv in Web Site www dishtv in POSTAL BALLOT NOTICE Dear Members Notice is hereby given pursuant to Section 192A of the Companies Act 1956 and notified applicable provisions of Companies Act 2013 read with the Companies Passing of the Resolution by Postal Ballot Rules 2011 as amended from time to time to transact the following special businesses by the Members of Dish TV India Limited by passing the Resolutions through Postal Ballot Your consideration and approval is sought for the Resolutions annexed herewith The Explanatory Statement under Section 102 of the Companies Act 2013 setting out the material facts and the reasons for the Resolutions is also appended herewith and is being sent to you along with a Postal Ballot Form for your consideration Mr Jayant Gupta Practicing Company Secretary has been appointed by the Board of Directors of your Company as the Scrutinizer for the said Postal Ballot process You are requested to carefully read the instructions printed on the Postal Ballot Form and the Postal Ballot Notice and return the completed Postal Ballot Form in the enclosed self addressed postage pre paid envelope if posted in India so as to reach the Scrutinizer at the Corporate Office of the Company at FC 19 Sector 16 A
6. he purpose of giving effect to the aforesaid Resolution By Order of the Board For DISH TV INDIA LIMITED Sd Place Delhi RANJIT SINGH Date February 14 2014 Company Secretary Notes 1 Explanatory Statement and reasons for the proposed Special Businesses mentioned above pursuant to Section 192A 2 of the Companies Act 1956 read with Section 102 of the Companies Act 2013 setting out the material facts are appended herein below 2 The Notice is being sent to all the members by post and electronically by e mail to those members who have registered their e mail IDs with the Company whose names appear in the Register of Members Record of Depositories as on Friday the 7day of February 2014 3 The Company has appointed Mr Jayant Gupta Practicing Company Secretary as the Scrutinizer to conduct the Postal Ballot process in a fair and transparent manner 4 Members are requested to read carefully the instructions printed on the Ballot Form and return the Form duly completed in the attached self addressed postage pre paid Business Reply Envelope so as to reach the Scrutinizer on or before the close of Business Hours of Friday the 21 day of March 2014 Please note that any Postal Ballot Form s received after the said date will be treated as not having been received No other form or photocopy thereof is permitted 5 All relevant documents referred to in the accompanying Explanatory Statement are open for inspecti
7. its subsidiaries joint ventures body corporates in India or abroad and would therefore may be required to provide financial support by way of loan s and or guarantee s and or security ies investments in securities of its subsidiaries joint ventures body corporate to facilitate speedy implementation of various projects With a view to seize business opportunity of DTH operations in SAARC Countries the Board of Directors of your Company approved formation of a Joint Venture Company in Sri Lanka In April 2012 your Company formed a Joint Venture Company with Satnet Private Limited in the name and style of Dish T V Lanka Private Limited Your Company holds 70 of the share capital in the said Subsidiary Company and the balance 30 is being held by Satnet Private Limited The Management is in the process of initiating the commercial operations of the said Company Your Company has already invested in the equity share capital of Dish T V Lanka Private Limited The members of the Company vide Postal Ballot Notice dated August 9 2012 had approved making loans investment guarantee security in Dish T V Lanka Private Limited upto Indian Rs 70 Crores Under the said approval your Company has been extending loans to Dish T V Lanka Private Limited for initiating and establishing the business operations It is now further proposed to obtain your consent for making further loans investments in or give guarantee or provide security to Di
8. m and casted your vote earlier for EVEN of any other company then your earlier login id and password are to be used 23 On the voting page you will see Resolution Description and against the same the option YES NO for voting You need to select your option 24 Click on the Resolution File Link if you wish to view the entire Postal Ballot Notice 25 Youcan 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 26 Members have option to vote either through e voting or through Postal Ballot Form Members who have received Postal Ballot Notice by e mail and who wish to vote through Postal Ballot Form can download Postal Ballot Form from the link www evoting nsdl com or seek duplicate Postal Ballot Form from the web site of the Company viz www dishtv in After filling in the requisite details and signing the same needs to be sent to the Scrutinizer GENERAL 1 Voting period commences on and from February 20 2014 and ends on March 21 2014 2 Members are requested to notify change in address if any in case of shares held in Electronic form to the concerned Depository Participant quoting their client ID and in case of Physical shares to the Registrar and Transfer Agent quoting their Folio number 3 The Scrutinizer will submit the report to the Managing Director of the Company after completion of the scrutiny The result of the Postal Ballot shall be ann
9. n February 14 2014 approved the above item and have recommended the same for your approval as a Special Resolution through Postal Ballot ITEM NO 2 Xingmedia Distribution Private Limited is a Private Limited Company incorporated under the provisions of Companies Act 1956 read with notified applicable provisions of Companies Act 2013 The principal business of this Company is to provide support services for satellite based communication services broadcasting content services direct to home services direct to home related services and value added services With the strategy of the Company to focus on core business actvities strengthen and expand its operations in this field acquisition of Xingmedia Distribution Private Limited will help the Company to take necessary steps in this direction expeditiously and effectively As per the provisions of Section 372A of the Companies Act 1956 the Board of Directors of a Company can make investments in the securities of other bodies corporate to the extent of 60 of its paid up share capital and free reserves or 100 of its free reserves whichever is higher Where the aggregate Investment made exceeds the aforesaid limits prior approval of the members is required by way of a special resolution As the inter corporate Investment stated in the body corporate mentioned in the resolution exceeds the prescribed limits the approval of the members is being sought pursuant to the provisions of Section 372A of
10. of the Board of Directors or any other Officer or Officers of the Company and generally to do all such acts deeds matters and things as may be necessary proper expedient desirable incidental for the purpose of giving effect to the aforesaid Resolution ITEM NO 2 Approval for Investment pursuant to Section 372A of the Companies Act 1956 To consider and if thought fit to pass the following resolution as a Special Resolution RESOLVED THAT pursuant to Section 372A of the Companies Act 1956 and other applicable provisions if any of the Companies Act 1956 and the notified applicable provisions of Companies Act 2013 including any statutory modification or re enactment thereof 1 for the time being in force and in accordance with the provisions of Articles of Association of the Company and subject to such further approvals as may be necessary and on such other term s condition s stipulation s and modification s as may be prescribed and specified while granting such approval s and which may be agreed by the Board of Directors of the Company hereinafter referred to as the Board which expression shall include a Committee of Directors duly authorized in this behalf the Consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company to make an initial investment of upto Indian Rs 1 00 000 Indian Rupees one lakh only in one or more tranches for acquiring investing through purcha
11. on at the Registered Office of the Company on all working days Monday to Friday between 10 00 A M to 1 00 P M up to Monday the 24 day of March 2014 i e the date of declaration of the Postal Ballot Result 6 Members are also requested to carefully read the instructions printed behind the Postal Ballot Form before exercising their vote INSTRUCTIONS FOR VOTING Kindly note that each Member can opt for only one mode for voting i e either by Physical Ballot or by E Voting If you opt for E Voting then please do not vote by Physical Ballot and viceversa In case Member s do cast their vote via both modes i e Physical Ballot as well as E Voting then voting done through a valid Physical Postal Ballot Form shall prevail and E Voting of that member shall be treated as invalid PHYSICAL VOTING 7 Members desiring to exercise their vote by Postal Ballot are requested to carefully read the instructions mentioned herein and those mentioned in the Postal Ballot Form and return the same duly completed in the enclosed self addressed postage pre paid Business Reply Envelope to the Scrutinizer Postage on self addressed pre paid Business Reply Envelope will be borne by the Company However Envelopes containing Postal Ballot Form if sent by Courier or by Registered Post at the expense of the registered Member will also be accepted The Postal Ballot Form s may also be deposited personally The envelopes containing the Postal Ballot Form should reach the
12. ounced by the Managing Director of the Company or in his absence by any other person so authorized by the Managing Director on Monday the 24 day of March 2014 at the Registered Office of the Company at B 10 Essel House Lawrence Road Industrial Area Delhi 110035 and the resolutions will be taken as passed effectively on the date of announcement of the result if the result of the Postal Ballot indicates that the requisite majority of the members had assented to the Resolutions The result of the Postal Ballot shall also be announced through a newspaper advertisement and the website of the Company at www dishtv in besides communication to the Stock Exchanges where the Company s shares are listed 4 Members are also requested to carefully read the instructions printed behind the Postal Ballot Form before exercising their vote 3 EXPLANATORY STATEMENT AND REASONS FOR THE PROPOSED RESOLUTIONS ACCOMPANYING THE NOTICE DATED FEBRUARY 14 2014 PURSUANT TO SECTION 192A 2 OF THE COMPANIES ACT 1956 READ WITH SECTION 102 1 OF THE COMPANIES ACT 2013 ITEM NO 1 Your Company is the pioneer in the DTH Direct to Home industry and continues to hold the leading position despite the stiff competition and tough regulatory regime Your Company has acquired great amount of experience expertise and skill in operating a DTH Platform Your Company is constantly reviewing opportunities for expansion of its business operations either directly or through
13. oved by the requisite majority Special Business ITEM NO 1 Approval for making Loans Investments or to give Guarantee or provide Security pursuant to Section 372A of the Companies Act 1956 To consider and if thought fit to pass with or without modification s the following resolution as a Special Resolution RESOLVED THAT pursuant to Section 372A of the Companies Act 1956 and other applicable provisions if any of the Companies Act 1956 and the notified applicable provisions of Companies Act 2013 including any statutory modification or re enactment thereof for the time being in force and in accordance with the provisions of Articles of Association of the Company and subject to such further approvals as may be necessary and on such other term s condition s stipulation s and modification s as may be prescribed and specified while granting such approval s and which may be agreed by the Board of Directors of the Company hereinafter referred to as the Board which expression shall include a Committee of Directors duly authorized in this behalf the Consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company to make grant further loans and or provide securities guarantees for and on behalf of and or to make investment s in any kind of securities including but not limited to equity shares convertible or non convertible preference shares and or optionally convertible debentu
14. res from time to time in one or more tranches in Dish T V Lanka Private Limited a Company incorporated in and existing under the laws of Sri Lanka for an additional amount of Indian Rs 30 00 00 000 Indian Rupees Thirty Crores only the aggregate amount not exceeding Indian Rs 100 00 00 000 Indian Rupees Hundred Crores only at any given point of time in place of the existing Indian Rs 70 00 00 000 Indian Rupees Seventy Crores only which has been approved by the members of the Company notwithstanding that such loans securities guarantees and investments of the Company in Dish T V Lanka Private Limited together with the Company s existing loans to other body corporate s guarantees securities provided to or on behalf of other body corporate s and investments in other body corporate s are in excess of the limits prescribed under Section 372A of the Companies Act 1956 RESOLVED FURTHER THAT for giving effect to this resolution the Board of Directors which term shall be deemed to include any committee thereof be and are hereby authorized to take all such actions and to give all such directions authorization as may be necessary incidental or desirable and also to settle any question or difficulty that may arise in regard to the above and to sign and execute all deeds applications documents and writings that may be required to be signed on behalf of the Company and also to delegate all or any of the above powers to a Committee
15. se transfer the entire share capital of XINGMEDIA DISTRIBUTION PRIVATE LIMITED on such terms and conditions as may be decided by the Board of Directors of the Company notwithstanding that the aggregate of investments made so far loans and guarantees given so far by the Company alongwith the proposed investment may exceed 60 of the paid up capital and free reserves of the Company or 100 of its free reserves whichever is more RESOLVED FURTHER THAT pursuant to the said transfer of shares XINGMEDIA DISTRIBUTION PRIVATE LIMITED will become a Wholly Owned Subsidiary of Dish TV India Limited Company and the entire share capital of XINGMEDIA DISTRIBUTION PRIVATE LIMITED would vest in the Company RESOLVED FURTHER THAT the Board of Directors of the Company which term shall be deemed to include any committee thereof be and are hereby severally authorised to take such steps as may be necessary for obtaining approvals permissions statutory contractual or otherwise in relation to the above and to settle all matters arising out of and incidental thereto and to sign and execute all deeds applications documents and writings including transfer deeds that may be required on behalf of the Company and also to delegate all or any of the above powers to a Committee of the Board of Directors or any other Officer or Officers of the Company and generally to do all acts deeds matters and things that may be necessary proper expedient or incidental for t
16. sh T V Lanka Private Limited by an additional amount of Indian Rs 30 Crore the aggregate amount not exceeding Indian Rs 100 crores notwithstanding the same to be in excess of the limits prescribed under Section 372A of the Companies Act 1956 The said loans investment guarantee security shall be utilized for initiating establishing and expanding the business operations in Sri Lanka by Dish T V Lanka Private Limited The Company shall be utilizing the internal accruals for funding the said loans investment guarantee security Provisions of section 372A of the Companies Act 1956 provide that in order for the Company to make grant loans and or provide securities guarantees for and behalf of and or to make investment s in excess of limits mentioned in the said Section approval of the Members by way of Special Resolution is required Further Section 192A of the Companies Act 1956 and notified applicable provisions of Companies Act 2013 read with Companies Passing of the Resolution by Postal Ballot Rules 2011 stipulates that the consent of the Members of the Company for this matter is required to be obtained through Postal Ballot Mechanism The Directors and Key Managerial Personnel s of the Company and their respective relatives may be deemed to be concerned or interested in the Resolution No 1 as set out in the Notice only to the extent of their shareholding in the Company The Board of Directors at their meeting held o
17. the Companies Act 1956 as amended from time to time to give powers to the Board of Directors for making investment of Indian Rs 1 lakh to acquire entire share capital of Xingmedia Distribution Private Limited The Investment is proposed to be made out of internal accruals of the Company Pursuant to the said Investment Xingmedia Distribution Private Limited will become a Wholly Owned Subsidiary of the Company and the entire share capital of Xingmedia Distribution Private Limited would vest in the Company The Board recommends the passing of the resolution set out under Item no 2 of the accompanying Notice as Special Resolution Section 192A of the Companies Act 1956 and notified applicable provisions of Companies Act 2013 read with Companies Passing of the Resolution by Postal Ballot Rules 2011 stipulates that the consent of the Members of the Company for this matter is required to be obtained through Postal Ballot Mechanism The Directors and Key Managerial Personnel s of the Company and their respective relatives may be deemed to be concerned or interested in the Resolution No 2 as set out in the Notice only to the extent of their shareholding in the Company The Board of Directors at their meeting held on February 14 2014 approved the above item and have recommended the same for your approval as a Special Resolution through Postal Ballot By Order of the Board For DISH TV INDIA LIMITED Sd Place Delhi RANJIT SINGH Date Febr
18. tified applicable provisions of Companies Act 2013 read with the Companies Passing of the Resolution by Postal Ballot Rules 2011 the Company is pleased to offer E Voting facility as an alternate for its Members to enable them to cast their votes electronically instead of dispatching Postal Ballot Form E Voting is optional The procedure and instructions for the same are as follows A In case of Members receiving E Mail from NSDL i Open E Mail and open PDF file viz Dish TV 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 ii Open your web browser during the voting period and log on to the e voting website https www evoting nsdl com iii Click on Shareholders tab to cast your vote iv Enter your user ID and password as initial password noted in Step i above Click LOGIN v Password Change menu appears Change the initial password with new password of your choice The new password has to be minimum eight digits characters or combination thereof Note new password Kindly note that this password is to be used by the holders for voting for resolution of any other Company on which they are eligible to vote provided that Company opts for E Voting through NSDL platform It is strongly recommended not to share your password with any other person and take utmost care to
19. uary 14 2014 Company Secretary Encl 1 Postal Ballot Form 2 Self Addressed Postage Pre Paid Envelope
Download Pdf Manuals
Related Search