FUTURE RETAIL LIMITED
Contents
1. Mumbai 400060 CIN L52399MH1987PLC044954 Email investorrelations futureretail in Website www futureretail co in Phone 91 22 66442200 FAX 91 22 66442201 NOTES 1 2 9 All alterations made in the Form of Proxy should be initialed Only registered Members of the Company may attend and vote either in person or by proxy or by an authorised representative under Section 113 of the Companies Act 2013 at the Members meeting The authorized representative of a body corporate which is a shareholder of the Company may attend and vote at the Members meeting provided a certified true copy of the Resolution of the Board of Directors or other governing body of the body corporate authorizing such a representative to attend and vote at the Members meeting is deposited at the Registered Office of the Company not later than 48 hours before the scheduled time of the commencement of the meeting Aperson can act as proxy on behalf of shareholders not exceeding fifty and holding in aggregate not more than ten percent of total share capital of the Company carrying voting rights provided that a member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or member Registered Members are informed that in case of joint holders attending the meeting only such joint holders whose name stands first in the2. you may refer to the Frequently Asked Questions FAQs for members and remote e voting user manual for Members available at the downloads section of www evoting nsdl com or call on toll free no 1800 222 990 Other Instructions a The remote e voting period commences on Saturday 14 November 2015 at 9 00 am and ends on Tuesday 17 November 2015 at 05 00 pm During this period members of the Company holding shares either in physical form or in dematerialized form as on the cut off date of 11 November 2015 may cast their vote by remote e voting The remote e voting module shall be disabled by NSDL for voting thereafter Once the vote on a resolution is cast by the member the member shall not be allowed to change it subsequently or cast vote again The voting rights of members shall be in proportion to their shares in the paid up equity Class B Series 1 share capital of the Company as on the cut off date of 11 November 2015 A person whose name is recorded in the Register of Members or in the Register of beneficial owners maintained by the depositories as on the cut off date only shall be entitled to avail the facility of remote e voting as well as voting at the meeting through ballot paper Any person who acquires shares of the Company and becomes member of the Company after dispatch of notice and holding shares as of the cut off date i e 11 November 2015 may obtain the login ID and password by sending an email to evoting nsd
3. FUTURE RETAIL FUTURE RETAIL LIMITED Regd Off Knowledge House Shyam Nagar Off Jogeshwari Vikhroli Link Road Jogeshwari East Mumbai 400060 Tel No 91 22 6644 2200 Fax No 91 22 6644 2201 CIN L52399MH1987PLC044954 Website www futureretail co in Email investorrelations futureretail in NOTICE Notice is hereby given that an Extraordinary General Meeting of the members of the Company Equity Shareholders amp Class B Series 1 shareholders will be held at Rangswar 4th Floor Y B Chavan Centre Gen Jagannath Bhosale Marg Mumbai 400 021 on Wednesday 18th November 2015 at 11 30 am or immediately after conclusion of the Court Convened Meeting of the members for Composite Scheme of Arrangement between Future Retail Limited FRL and Bharti Retail Limited BRL and their respective shareholders and creditors whichever is later to transact the following business SPECIAL BUSINESS Item No 1 UTILISATION OF SECURITIES PREMIUMACCOUNT To consider and if thought fit to pass with or without modification s the following resolution as a Special Resolution RESOLVED THAT pursuant to the provisions of Sections 100 to 104 read with Section 52 of the Companies Act 1956 including any amendment or reenactment of the said provisions or corresponding provisions of the Companies Act 2013 which may be brought in force before resolution hereto given effect to Article 13 of the Articles of Association of the Company and subj
4. Register of Members of the Company in respect of such holding will be entitled to vote The Statement pursuant to Section 102 of the Companies Act 2013 relating to the Special Business to be transacted at the meeting is annexed hereto and forms part of the notice Voting on Resolution The resolution would be voted through by electronic voting or voting by ballot form at meeting for the members who have not exercised electronic voting In voting by electronic voting or by ballot form each Class B Series 1 Shareholder shall be entitled to three votes for every four Class B Series 1 Shares held and each Equity shareholder shall be entitled to one vote for every equity share held Members proxies are requested to bring the attendance Slip duly filled and signed in accordance with their specimen signature s registered with the Company Depository Participant s for admission to the meeting hall Electronic copy of the Notice of Extraordinary General Meeting of the Company inter alia indicating the process and manner of e voting along with Attendance Slip and Proxy Form is being sent to all the members whose Email IDs are registered with the Company Depository Participant s for communication purposes unless any member has requested for a hard copy of the same For members who have not registered their email address physical copies of the Notice of Extraordinary General Meeting of the Company inter alia indicating the process and manner of e vot
5. Type of For Against Resolution 1 Utilisation of Securities Premium account Special 2 Change of Name Special 3 Change of Object Clause Special Affix Signed this GAY OF esoneri 2015 Revenue Stamp Signature of shareholder Signature of Proxy holder s Note 1 This form of proxy in order to be effective should be duly completed and deposited atthe registered office of the Company not less than 48 hours before the commencement of the Meeting 2 Please put a 3 in the box appropriate column against respective resolutions If you leave the For or Against column blank against any orallresolutions your Proxy willbe entitled to vote in the manner as he she may deem appropriate 3 Those Members who have multiple folios with different joint holders may use copy of this proxy form FUTURE RETAIL Future Retail Limited Registered Office Knowledge House Shyam Nagar Jogeshwari Vikhroli Link Road Jogeshwari East Mumbai 400 060 CIN L52399MH1987PLC044954 Tel No 91 22 66442200 Fax No 91 22 66442201 Website www futureretail co in Email investorrelations futureretail in ATTENDANCE SLIP EXTRAORDINARY GENERAL MEETING OF MEMBERS ON WEDNESDAY 18 DAY OF NOVEMBER 2015 I We hereby record my our presence at the Extraordinary General Meeting of the Company held at Rangswar Y B Chavan Centre 4th Floor Gen Jagannath Bhosale Marg Mumbai 400021 on Wednesday 18 day of November 2015 at 11 30 a m or i
6. acted through such voting ii Members can opt for only one mode of voting i e either by ballot form or e voting In case members cast their votes through both the modes voting done by remote e voting shall prevail and votes cast through ballot forms shall be treated as invalid It is clarified that casting of votes by ballot form or e voting does not disentitle them from attending the Extraordinary General Meeting iii The facility for voting through electronic voting system or ballot paper shall also be made available at the Extraordinary General Meeting and the members attending the meeting who have not cast their vote by remote e voting shall be able to exercise their right at the meeting through ballot paper iv Instructions for remote e voting are as under A In case a member receives an e mail from NSDL for members whose e mail IDs are registered with the Company Depository participant s a Open e mail and open PDF file viz FRL e voting pdf with your Client ID or Folio No as password The PDF file contains your User ID and password for remote e voting Please note that this password is an initial password b Launch internet browser by typing the URL https www evoting nsdl com C Click on Member login d Put User ID and password as initial password noted in step a above Click login e Password change menu appears Change the password with new password of your choice with minimum 8 digits characters or combinatio
7. airman Director of the Company who had been authorised by him in writing who shall countersign the same and declare the result of the voting forthwith g The Results declared alongwith the report of the scrutinizer shall be placed on the website of the Company www futureretail co in and on the website of NSDL www evoting nsdl com immediately after the declaration of result by the Chairman of the meeting The result shall also be immediately forwarded to the BSE Limited and National Stock Exchange of India Limited 11 The route map of the venue of the EGM is given herein below The prominent landmark near the venue is Mantralaya Mumbai Route map of the venue of the EGM Churchgate FORT FS A ws A Rd A To 9 y a 7 T2 Sameer A CHURCHGATE Kailash d 2 i Poddar Chowk KS r AN 3 i vs y y F 4 E Mag F f 4 Mha q The Oberoi Mumbai a Chhatrapati Shivaji F Ao Maharaj Vastu Aa j ATE Y B Chavan Centre wl MAHATMA a RRULE NAGAR Le i Gateway Of The Taj Mahal Palace F India Mumbai F x A APOLLO BANDAR f A RAILWA j y OLON v hs STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013 ITEM Nos 1 to 3 1 The Board of Directors of Future Retail Limited FRL or the Company at its meeting held on 4 May 2015 have approved the Composite Scheme of Arrangement between Future Retail Limited FRL and Bharti Retail Limited BRL and their respective sharehol
8. ders and creditors the Scheme 2 The Scheme inter alia provides for the following i Re organisation of paid up equity share capital of BRL pursuant to the relevant provisions of the Companies Act 1956 Companies Act 2013 as may be applicable ii Demerger of the Retail Business Undertaking of FRL into BRL pursuant to the relevant provisions of the Companies Act 1956 Companies Act 2013 as may be applicable and 5 iii Demerger of the Retail Infrastructure Business Undertaking of BRL into FRL pursuant to the relevant provisions of the Companies Act 1956 Companies Act 2013 as may be applicable Utilisation of Securities Premium Account 3 Aforesaid Scheme may result in utilisation of Securities Premium Account of the Company in terms of Clause 7 2 of the Scheme Accordingly approval of the members by a Special Resolution is required pursuant to provisions of Section 100 of the Companies Act 1956 The proposed utilization of Securities Premium Account of the Company will not cause any prejudice to the creditors of the Company since it does not involve any financial outlay outgo on the part of the Company For the sake of clarity it is specified that the reduction of capital does not involve either the diminution of any liability in respect of unpaid capital or the payment to any shareholder of any paid up capital Further the proposed utilization of Securities Premium Account would not in any way adversely affect
9. ect to the sanction of Composite Scheme of Arrangement between Future Retail Limited FRL and Bharti Retail Limited BRL and their respective shareholders and creditors the Scheme by the Hon ble High Court of Judicature at Bombay under Sections 391 to 394 or by any of the regulatory or other authorities the consent of the Company be and is hereby accorded for the utilization of Securities Premium Account if any for an amount not exceeding Rs 2200 crores in accordance with the Scheme RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board including its Committee s thereof and or any Director or any individual delegated with powers necessary for the purpose be and is hereby authorized to do all such acts deeds matters and things as may be necessary proper or expedient without being required to seek any further consent or approval of the Company or otherwise to the end and intent that they shall be deemed to have been given all necessary approval thereto expressly by the authority of this resolution Item No 2 CHANGE OF NAME 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 approval of the Central Government Registrar of Companies Maharashtra Mumbai under Ministry of Corporate Affairs and other authorities as may be applicable and pursuant to Sections 13 and 14 other applicable provisio
10. ent types of services and such others type of products or services which can be undertaken by retail formats of any types undertake designing establishing and developing on a turn key basis retail outlets for all kinds of products including franchisee outlets of all types of products or any specialised products and the like for and on behalf of third parties and anywhere in India as the Company may deem fit in such manner or methods for the purpose of carrying out the foregoing objects and to obtain from them the rights of all sorts for assistance privileges charters licenses and concessions as may be necessary or incidental to the business of the Company RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board including its Committee s thereof and or any Director or any individual delegated with powers necessary for the purpose be and is hereby authorized to do all such acts deeds matters and things as may be necessary proper or expedient without being required to seek any further consent or approval of the Company or otherwise to the end and intent that they shall be deemed to have been given all necessary approval thereto expressly by the authority of this resolution By Order of the Board of Directors For Future Retail Limited Deepak Tanna Company Secretary Place Mumbai Date 16th October 2015 Registered Office Knowledge House Shyam Nagar Off Jogeshwari Vikhroli Link Road Jogeshwari East
11. ing along with Attendance Slip and Proxy Form is being sentin the permitted mode Members may also note that the Notice of the Extraordinary General Meeting will also be available on the Company s website www futureretail co in for their download The physical copies of the aforesaid documents will also be available at the Company s Registered Office in Mumbai for inspection during normal business hours 9 00 am to 5 00 pm on working days up to and including the date of the Extraordinary Meeting of the Company Even after registering for e communication Members are entitled to receive such communication in physical form upon making a request for the same by post free of cost For any communication the Members may also send requests to the Company s investor email id investorrelations futureretail in Voting through electronic means i In compliance with the provisions of Section 108 of the Companies Act 2013 read with Rule 20 of the Companies Management and Administration Rules 2014 as amended by the Companies Management and Administration Amendment Rules 2015 and Clause 35B of the Listing Agreement the Company is pleased to provide e voting facility to its members to exercise their right to vote at the Extraordinary General Meeting as an alternative to cast their votes electronically For this purpose the Company has engaged services of National Securities Depository Limited NSDL and the business contained in the notice may be trans
12. l co in or call on toll free no 1800 222 990 by mentioning their Folio No DP ID and Client ID No However if you are already registered with NSDL for remote e voting then you can use your existing User id AND PASSWORD FOR CASTING YOUR VOTE If you forgot your password you can reset your password by using Forgot Use details password option available on www evoting nsdl com or call on toll free no 1800 222 990 4 d The Company has appointed Mr Virendra Bhatt Practicing Company Secretary Membership No 1157 Certificate of Practice No 124 to act as the Scrutinizer for conducting the Voting amp electronic voting process ina fair and transparent manner e The Chairman of the meeting shall at the EGM at the end of discussion on the resolutions on which voting is to be held allow voting with the assistance of scrutinizer by use of Ballot Paper for all those members who are present at the EGM but have not cast their votes by availing the remote e voting facility f The Scrutinizer shall after conclusion of voting at the Extraordinary General Meeting will first count the votes cast at the meeting and thereafter unlock the votes cast through remote e voting in the presence at least two 2 witnesses not in the employment of the Company and shall make not later than three 3 working days from the conclusion of the EGM a consolidated Scrutinizer s Report of the votes cast in favour or against if any forthwith to the Ch
13. mmediately after conclusion of Court Convened Meeting of the members whichever is later Sr No Registered Folio DP ID amp Client ID Name and address of the Member s Joint Holder 1 Joint Holder 2 Type of Equity Shares No of Shares held Votes Entitled Equity Class B Series 1 Total Equity Shareholders one vote for each share held Class B Series 1 Shareholders three vote for four shares held fraction if any to be ignored SIGNATURE OF THE MEMBER JOINT MEMBER S PROXY SHAREHOLDER PROXY HOLDER WISH TO ATTEND THE MEETING MUST BRING THE ATTENDANCE SLIP TO THE MEETING AND HANDOVER AT THE ENTRANCE OF THE MEETING HALL DULY SIGNED ELECTRONIC VOTING PARTICULARS Type of Equit EVEN AP naro y Electronic Voting User ID Password Event Number Fauny 103545 Class B Series 1 103546 Note Please read the instructions printed under the Note No 10 a to the Notice dated October 16 2015 of the Extraordinary General Meeting The voting period starts from 9 00 am on Saturday November 14 2015 and ends at 5 00 pm on Tuesday November 17 2015 The voting module shall be disabled by NSDL for voting thereafter
14. n thereof Note new password It is strongly recommended not to share your password with any other persons and take utmost care to keep your password confidential f Home page of e voting opens Click on e voting Active Voting Cycles g Select EVEN of Future Retail Limited h Now you are ready for remote e voting as Cast Vote page opens i Cast your vote by selecting appropriate option and click on Submit and also Confirm when prompted j Upon confirmation the message Vote cast successfully will be displayed k Once you have voted on the resolution you will not be allowed to modify your vote Institutional members 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 at bhattvirendra1945 yahoo co in with a copy marked to evoting nsdl co in B In case of member receiving physical copy of the Notice by post courier for members whose e mail ID s are not registered with the Company Depository Participant s or requesting physical copy i Initial password is provided at the bottom of the Attendance Slip for the EGM EVEN E voting Event Number USER ID PASSWORD PIN ii Please follow all steps from Sr No b to I above to cast vote C In case of any queries
15. ns if any of the Companies Act 2013 the name of the Company be changed from Future Retail Limited to Future Enterprises Limited or such other name as may be approved by the Ministry of Corporate Affairs RESOLVED FURTHER THAT pursuant to Section 21 and other applicable provisions if any of the Companies Act 2013 including any modification or re enactment thereof the name Future Retail Limited wherever it appears in the Memorandum and Articles of Association of the Company be substituted by the new name Future Enterprises Limited or such other name as may be approved by the Ministry of Corporate Affairs RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board including its Committee s thereof and or any Director or any individual delegated with powers necessary for the purpose be and is hereby authorized to do all such acts deeds matters and things as may be necessary proper or expedient without being 1 required to seek any further consent or approval of the Company or otherwise to the end and intent that they shall be deemed to have been given all necessary approval thereto expressly by the authority of this resolution Item No 3 CHANGE OF OBJECT CLAUSE To consider and if thought fit to pass with or without modification s the following resolution as a Special Resolution RESOLVED THAT pursuant to provisions of Section 13 of the Companies Act 2013 including any modificati
16. on or re enactment thereof and other applicable provisions of the Act the main object clause of the Memorandum of Association of the Company shall be altered and amended without any further act or deed to include the objects as required for the purpose of carrying on the business activities of Retail Infrastructure Business Undertaking pursuant to the Scheme RESOLVED FURTHER THAT following clause shall be added to the Memorandum of Association of the Company and Memorandum of Association of the Company shall be altered and amended and necessary revisions in numbering of the clauses inserted shall be carried out 2B To carry on the business of any or all of the infrastructure activities such as development maintenance and operations of all types of infrastructural projects or facilities including Transportation Storage amp warehousing infrastructure amp facilities rendering all kinds of support services required by the retail outlets industry of all formats like management and assisting in the maintenance of inventory control purchase orders product sourcing invoicing maintenance of day to day accounts and the like to all kinds of retail entities whether companies firms proprietorship concerns individuals and others in whatever form and retailing all kind of products act as agents distributors and dealers of all kinds of products for the retail industry and especially relating to fashion and general garments general merchandise differ
17. ough Special Resolution pursuant to the provisions of Section 13 of the Companies Act 2013 None of the Directors Key Managerial Persons KMPs of the Company or any relatives of such Director or KMPs shall be considered to be concerned or interested in the proposed Special Resolutions Your directors recommend passing of these Special Resolutions in the interest of the Company By Order of the Board of Directors For Future Retail Limited Mr Deepak Tanna Company Secretary Place Mumbai Date 16 October 2015 Registered Office Knowledge House Shyam Nagar Off Jogeshwari Vikhroli Link Road Jogeshwari East Mumbai 400 060 CIN L52399MH1987PLC044954 Email investorrelations futureretail in Website www futureretail co in Phone 91 22 66442200 FAX 91 22 66442201 FUTURE RETAIL FUTURE RETAIL LIMITED Regd Off Knowledge House Shyam Nagar Off Jogeshwari Vikhroli Link Road Jogeshwari East Mumbai 400060 Tel No 91 22 6644 2200 Fax No 91 22 6644 2201 CIN L52399MH1987PLC044954 Website www futureretail co in Email investorrelations futureretail in Extraordinary General Meeting November 18 2015 PROXY FORM Form No MGT 11 Pursuant to Section 105 6 of the Companies Act 2013 and Rule 19 3 of the Companies Management and Administration Rules 2014 Name of the member s Registered Address E mail Id Folio No Client Id DP ID I we being the member s of sha
18. res of the above named company hereby appoint WL INAINIGS seat areca te ppetaas races T E EE E E E a A TE Ge teenausuchapsa densa T iNo lo lE C esadetitosarswananiadaciaitabeadeeanghed etedteaananenanpahseeetezasaes EEA pba silss eee dacasize assess asaeactacesasetssenceatanate EaMalliscictcataanaeaasat ned paduas anesss cous uate a a a OIQM ALUN Ona baceazs vsteuparannenwaeantacadsuncenemedenets Or failing him 2 gt h E E E A E E E A E E E E E E E E adeedeen iNo lo lE E CAE EEEE EE ATTE sie4eriathaseanagss dtassdngeddamienaes A EPEE EEE E EE EaMallsiitcatgandctesaasseeyauge craigs cavstate tadaedee bse docestetseversstansts a an OGNA UTE aanne A EEE Or failing him CED N E a E E E A A EE A Addres Siennom eroa e eE a E E a ee aaa a aata EE EEES ESEE nne e E E E OO T E A E E E TE as my our proxy to attend and vote for me us and on my our behalf at the Extraordinary General Meeting of the Company to be held at Rangswar 4th Floor Y B Chavan Centre Gen Jagannath Bhosale Marg Mumbai 400 021 on Wednesday 18th November 2015 at 11 30 a m or immediately after conclusion of the Court Convened Meeting of the members for Composite Scheme of Arrangement between Future Retail Limited FRL and Bharti Retail Limited BRL and their respective shareholders and creditors whichever is later and at any adjournment thereof in respect of such resolutions as are indicated below Sr No Matter of resolution
19. the ordinary operations of the Company or the ability of the Company to honor its commitments or to pay its debts in the ordinary course of business The above restructuring will have no impact on the shareholding pattern and the paid up equity Class B Series 1 share capital of the Company Change of Name 6 In view of demerger of Retail Business Undertaking of the Company into BRL and demerger of Retail Infrastructure Business Undertaking of BRL into the Company through the Scheme name of the Company is desired to be changed to reflect the true nature of business Accordingly name of the Company is proposed to be changed to Future Enterprises Limited or such other name as may be approved by the Registrar of Companies Maharashtra Mumbai Ministry of Corporate Affairs The proposed change of name requires the approval of shareholders through Special Resolution pursuant to the provisions of Sections 13 and 14 of the Companies Act 2013 Change of Object Clause 7 In view of demerger of Retail Business Undertaking of the Company into BRL and demerger of Retail Infrastructure Business Undertaking of BRL into the Company through the Scheme object clause of the Company is desired to be changed to reflect the true nature of business Accordingly it is proposed to insert a new object in the main object clause of the Memorandum of Association of the Company The proposed change of object clause requires the approval of shareholders thr
Download Pdf Manuals
Related Search