e-voting matters - Bala Techno Global Limited
Contents
1. BALA TECHNO GLOBAL LTD Regd Office Falta Industrial Growth Center Sector IV Falta Dist 24 Parganas s West Bengal Tel No 033 22651413 033 22657971 Email balatechnoglobal gmail com Website www balatechnoglobal com CIN L65910WB1998PLC045474 NOTICE NOTICE is hereby given that the Extra Ordinary General Meeting of the Members of Bala Techno Global Limited will be held at Company s Registered Office at Falta Industrial Growth Centre Sector IV Falta Dist 24 Parganas South West Bengal on Wednesday the 28th January 2015 at 9 30 a m to transact the following business SPECIAL BUSINESS 1 Sub division of each equity share of Rs 10 each into ten equity shares of Re 1 each To consider and if thought fit to pass with or without modification s the following resolution as an Ordinary Resolution RESOLVED THAT Pursuant to the provisions of section 61 and other applicable provisions if any of the Companies Act 2013 including any statutory modifications or re enactment thereof for the time being in force and in accordance with Article 55 of the Articles of Association of the Company and subject to the approvals consents permissions and sanctions as may be necessary consent of the Members be and is hereby accorded to sub divide each Equity Share of the Company having Face value of Rs 10 Rupees Ten only into 10 Ten Equity Shares of Face value of Re 1 Rupee One only each fully paid up RESO2. to SI No xiii above to cast vote C Other Instructions i The e voting period commences on 22nd January 2015 at 10 00 a m IST and ends on 24th January 2015 at 6 00 p m IST During this period Members of the Company holding shares either in physical form or in dematerialized form as on Cut Off Date of 12 12 2014 may cast their vote electronically The e voting module shall be disabled by NSDL for voting thereafter Once the vote on a resolution is cast by the Member he shall not be allowed to change it subsequently ii The voting rights of Shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on cut off date 12 12 2014 iii Since the Company is required to provide members the facility to cast their vote by electronic means shareholders of the Company holding shares either in physical form or in dematerialized form as on the cut off date of 12 12 2014 and not casting their vote electronically may only cast their vote at the Extra Ordinary General Meeting iv Mr Manoj Kumar Banthia of M S MKB amp Associates Shantiniketan 5th Floor Room No 511 Camac Sireet Kolkata 700017 Practicing Company Secretary COP No 7596 has been appointed as the Scrutinizer to scrutinize the e voting process in a fair and transparent manner v The Scrutinizer shall within a period not exceeding three working days from the conclusion of the e voting period unblock t
3. 108 of the Companies Act 2013 read with Rule 20 of the Companies Management and Administration Rules 2014 the Company is pleased to provide its members the facility of voting through electronic means as an alternate to enable them to cast their votes electronically and the business may be transacted through e voting services provided by National Securities Depository Ltd NSDL Instruction and other information relating to e voting are as under A Incase a Member receives an e mail from NSDL for Members whose e mail addresses are registered with the Company Depositories i Open the e mail and also open PDF file attached with your Client ID or Folio No as password The said PDF file contains your user ID and password for evoting Please note that the password is an initial password ii Open the internet browser and type the following URL https Awww evoting nsdl com iii Click on Shareholder Login iv If you are already registered with NSDL for e voting then you can use your existing user ID and password v Ifyou are logging in for the first time please enter the user ID and password provided in the PDF file attached with the e mail as initial password vi The Password Change Menu will appear on your screen Change to a new password of your choice making sure that it contains a minimum of 8 digits or characters or a combination of both Please take utmost care to keep your password confidential vii Once the e voting
4. 2 2 2 SR 2 2 2 2 2 2 2 as my our proxy to attend and vote on a poll for me us and on my our behalf at the Extra Ordinary General Meeting of the Company to be held on Wednesday 28th January 2015 at 9 30 a m at its registered office at Falta Industrial Growth Center Sector IV Falta Dist 24 Parganas s West Bengal and at any adjournment thereof in respect of such resolutions as are indicated below Resolution Resolutions Optional No For Against 1 Ordinary Resolution for Sub division of each equity share of Rs 10 each into ten equity shares of Re 1 each 2 Ordinary Resolution for Amendment to clause V of the Memorandum of Association of the Company Signed AIS eoscsatssedes irewards sieviceet ate coud day OF seei se erregi e E EEEN 2015 Member s Folio DP ID amp Client ID NO Signature of Shareholder s ceeeeeeeeeeeeee eens Signature of Proxy NGIMEN S 4 c2e 24uer2sccesc nevtecdshdadencarsecesauasdonasseradave S ADEE AAA aa EEEE EEEa Affix Revenue Note This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Stamp Company not less than 48 hours before the commencement of the Meeting Calcutta Marketing 9830042594 BALA TECHNO GLOBAL LIMITED CIN L65910WB1998PLC045474 Regd Office Falta Industrial Growth Center Sector IV Falta Dist 24 Parganas s West Be
5. For Bala Techno Global Lid P 22 C I T Road Scheme 55 Kolkata 700 014 Anil Kumar Saha Date 10th December 2014 Director NOTES 1 A member entitled to attend and vote at the Extra Ordinary General Meeting is also entitled to appoint proxy to attend and vote instead of himself herself and a proxy need not be a member of the Company A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights 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 a proxy for any other person or shareholder Proxies in order to be effective must be received by the Company at its Registered Office not less than Forty Eight hours before the commencement of the Extra Ordinary General Meeting For the convenience of Members an Attendance Slip is annexed to the Proxy form Members are requested to affix their signature as registered with the company at the space provided therein and handover the Attendance Slip at the entrance to the place of the Meeting Members holding shares in the Dematerialized and Physical mode are requested to intimate send the following to facilitate better servicing a Any change in their address name b Share Certificates held in multiple accounts in identical names or joint a
6. LVED FURTHER THAT the number of shareholders whose shares are to be sub divided as above will be those shareholders whose name appears in the Register of Members as on the Record Date to be determined by the Board of Directors hereinafter referred to as the Board which term shall also include any Committee thereof for this purpose in consultation with BSE Limited BSE RESOLVED FURTHER THAT on sub division the 10 Ten Equity Shares of the Face value of Re 1 Rupee One only each be issued in lieu of one Equity Share of 10 Rupees Ten only each subject to the terms of Memorandum and Articles of Association of the Company and shall rank pari passu in all respects with and carry the same rights as the existing fully paid Equity Shares of 10 Rupees Ten only each of the Company RESOLVED FUTHER THAT upon sub division of Equity Shares of the Company as aforesaid the existing share certificate s in relation to the existing Equity Shares of Face value of Rs 10 Rupees Ten only each held in physical form shall be deemed to have been automatically cancelled and be of no effect on and from the Record Date of sub division and that the Company may without requiring the surrender of existing share certificate s directly issue and dispatch the new share certificate s of the Company in lieu of such existing share certificate s within the period prescribed in this behalf from time to time and in the case of shares held in dematerialize
7. Section 13 61 and other applicable provisions if any of the Companies Act 2013 including any statutory modification s amendment or re enactment thereof the existing Clause V of the Memorandum of Association of the Company be and is hereby amended by deletion of the existing Clause V and by substitution thereof by the following clause V The Authorized Share Capital of the Company is Rs 15 00 00 000 Rupees Fifteen Crores divided into 15 00 00 000 fifteen crores Equity Shares of Re 1 Rupee One each with the rights privileges and conditions attached thereto as are provided by the Articles of Association of the Company for the time being with power to increase or reduce the Capital of the Company to consolidate or sub divide shares into higher and lower denominations and to divide the Shares in the Capital for the time being into several classes and to attach thereto respectively such preferential deferred qualified or special rights and to vary modify or abrogate any such rights privileges or conditions in such manner as may be provided by the Articles of Association of the Company RESOLVED FURTHER THAT the Board of Directors or a Committee thereof be and is hereby authorized to do all such acts deeds matters and things as may be considered necessary desirable and expedient for giving effect to this resolution and or otherwise considered by them in the best interest of the Company By Order of the Board Corporate office
8. Sector lV Falta Dist 24 Parganas s West Bengal Address Shares Name of Proxy in BLOCK LETTERS Signature of Shareholder Proxy Present Notes Members Proxyholders who wish to attend the Extra ordinary General Meeting EOGM must bring their Attendance Slips to the EOGM and hand over the same duly signed at the entrance Duplicate Attendance Slips will not be issued at the venue ree a gsm oe ea ce BALA TECHNO GLOBAL LTD Regd Office Falta Industrial Growth Center Sector IV Falta Dist 24 Parganas s West Bengal Tel No 033 22651413 033 22657971 Email balatechnoglobal gmail com Website www balatechnoglobal com CIN L65910WB1998PLC045474 FORM NO MGT 11 PROXY FORM Pursuant to section 105 6 of the Companies Act 2013 and the Companies Management and Administration Rules 2014 E mail ID Folio DP ID amp Client ID No Name of the member s Address I We being the member s holding eceeeeeeees AY NaMe es ecccors dreri ann aee a aene iaraa eain EENH o ESPE E E E cents Signa tUre eseina Ea a i or failing him her 2 NAMG a E E EEE E ANo Lo KETSA E EE E E Esmail ldi eer e a aa setae Sigpatute aseg3is ceenecrccine cotatinadaccd EE or failing him her 3 NQMC tiie gece neeaae Addres Simonta r E A E E mail deria evened ser e earings SIQNAUG 222 cscercedicites aonr a does E ar EIES FEIE EEEE eee ee ee ee ee GK 2 2 2 oe 2 2 2 2
9. ccounts in the same order of names for consolidation of such shareholdings into a single account c All changes pertaining to their Bank details ECS mandates nominations power of attorne etc be informed to their depository participant and to the Company s Registrars and Share Transfer Agents Niche Technologies Private Limited D 511 Bagree Market 71 B R B Basu Road Kolkata 700 001 Tel No 033 2235 7270 7271 2234 3576 Telefax No 033 2215 6823 E mail nichetechpl nichetechpl com Changes intimated to the depository participant will then be automatically reflected in the Company s records which will help the Company and its Registrar and Transfer Agents to provide efficient and better service to the Members Shareholders are hereby intimated that under instructions from the Securities and Exchange Board of India furnishing of bank particulars by the shareholders has become mandatory Members are requested to bring their Attendance Admission slips and Notice of the Meeting Copy of the documents referred to in the notice are available for inspection at the Registered Office of the Company during office hours on all working days except Saturday between 11 00 a m to 1 00 p m prior to the date of Extra Ordinary General Meeting An Explanatory Statement pursuant to Sectoin 102 of the Companies Act 2013 in respect of Special Business as set out above is annexed hereto In compliance with provisions of Section
10. d form the number of sub divided Equity Shares be credited to the respective beneficiary accounts of the shareholders with the Depository Participants in lieu of the existing credits representing the Equity Share before sub division RESOLVED FURTHER THAT the Board be and is hereby authorized to fix a Record Date and to take such steps as may be necessary for obtaining all approvals in relation to the above including but not limited to issuing notices and letters to the Stock Exchanges obtaining Listing and Trading permission from the Stock Exchanges obtaining new ISIN number from the Depositories and credit of shares to the beneficiary account after split and to settle all matters arising out of and incidental thereto and to execute all deeds applications documents and writings that may be required on behalf of the company and generally to do all such acts deeds matters and things and to give such directions as may be necessary proper and expedient or incidental for the purpose of giving effect to this resolution RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of its powers to any Committee thereof as it may deem appropriate in this regard Amendment to clause V of the Memorandum of Association of the Company To consider and if thought fit to pass with or without modification s the following resolution as an Ordinary Resolution RESOLVED THAT pursuant to the provisions contained in
11. he votes in the presence of at least two witnesses not in the employment of the Company and make a Scrutinizer s Report of the votes cast in favour or against if any forthwith to the Chairman of the Company vi The results declared along with the Scrutinizer s report shall be placed on the Company s website www balatechnoglobal com and on the website of NSDL www evoting nsdl com within two days of the passing of the resolutions at the Extra Ordinary General Meeting of the Company on 28 01 2015 at 5 00 p m and communicated to BSE Ltd where the shares of the Company are listed ANNEXURE TO THE NOTICE An Explanatory Statement pursuant to Section 102 of the Companies Act 2013 Item 1 and 2 The equity shares of your Company are listed on the BSE Limited The Board of Directors of the Company the Board at their meeting held on 10 12 2014 considered it desirable to sub divide the nominal value of the equity shares of the Company in the interest of the Company and its Shareholders The Record Date for the sub division of equity shares will be fixed by the Company in consultation with the BSE The shareholders may please note that presently the nominal value of the equity shares is Rs 10 each and consequent to the sub division it is being proposed to be divided into 10 Ten equity shares of Re 1 each Shareholders attention is also invited to the fact that in view of the foregoing the existing Capital Clause V in the Memorandum of As
12. home page opens click on e voting gt Active Voting Cycles viii Select EVEN E Voting Event Number of Bala Techno Global Limited and 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 the vote on the resolution is cast the Member shall not be allowed to change it subsequently xii 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 to mbanthia2010 gmail com and to company through email to balatechnoglobal gmail com with a copy marked to evoting nsdl co in xiii In case of any queries you may refer the Frequently Asked Questions FAQs Shareholders and e voting user manual Shareholders available at the downloads section of www evoting nsdl com B Incase a Member receives physical copy of the Notice of EOGM for Members whose email addresses are not registered with the Company Depositories i Initial password is provided in the enclosed annexure to the notice EVEN E Voting Event Number user ID and password ii Please follow all steps from SI No ii
13. ngal Tel No 033 22651413 033 22657971 email balatechnoglobal gmail com website www balatechnoglobal com ANNEXURE TO THE NOTICE DATED 10TH DECEMBER 2014 OF THE EXTRA ORDINARY GENERAL MEETING TO BE HELD ON 28TH JANUARY 2015 1 Name and Registered Address of the Sole First named Shareholder 2 Name of the joint Shareholder s if any 3 Registered Folio No DP ID No Client ID No Applicable to investors holding shares in demat form 4 Number of Share s held Dear Shareholder Subject Process and manner for availing E voting facility Pursuant to provisions of section 108 of the Companies Act 2013 read with the Companies Management and Administration Rules 2014 the Company is pleased to offer e voting facility to the members to cast their votes electronically on all resolutions set forth in the Notice convening the Extra Ordinary General Meeting to be held on Wednesday 28th January 2015 at 9 30 A M The Company has engaged the services of National Securities Depository Limited NSDL to provide the e voting facility The e voting facility is available at the link https Awww evoting nsdl com The electronic voting particulars are set out below EVEN E voting event number Password The e voting facility will be available during the following voting period Commencement of e voting End of e voting 22nd January 2015 at 10 00 A M IST 24th January 2015 at 6 00 P M IST Please read the in
14. sociation of your Company also needs consequent amendment to give effect to the sub division Accordingly in terms of the provisions of Section 13 61 and other applicable provisions if any of the Companies Act 2013 consent of the members by ordinary resolutions are required for approving the sub division of shares capital of the Company and consequent alteration in Clause V of the Memorandum of Association The Board of Directors of your Company recommends these resolutions for your approval None of the Directors Key Managerial Personnel of the Company and their relatives are deemed to be concerned or interested in the resolutions at Item Nos 1 and 2 except to the extent of shares held by them if any in the Company By Order of the Board Corporate office For Bala Techno Global Lid P 22 C I T Road Scheme 55 Kolkata 700 014 Anil Kumar Saha Date 10th December 2014 Director BALA TECHNO GLOBAL LTD Regd Office Falta Industrial Growth Center Sector IV Falta Dist 24 Parganas s West Bengal Tel No 033 22651413 033 22657971 Email balatechnoglobal gmail com Website www balatechnoglobal com CIN L65910WB1998PLC045474 ATTENDANCE SLIP Folio DP ID amp Client ID No I We hereby record my our presence Name at the Extra Ordinary General Meeting of the Company to be held on Wednesday 28th January 2015 at 9 30 a m at its registered office at Falta Industrial Growth Center Joint holders Name
15. structions given at Note No 7 of the Notice of the Extra Ordinary General Meeting carefully before voting electronically These details and instructions form integral part of the Notice dated 10th December 2014 for the Extra Ordinary General Meeting to be held on 28th January 2015 Corporate Office P 22 C I T Road By Order of the Board Scheme 55 For Bala Techno Global Ltd Kolkata 700014 Anil Kumar Saha Date 10 December 2014 Director
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