FINANCIAL TECHNOLOGIES (INDIA) LIMITED
Contents
1. Members can login any number of times till they have voted on all the resolutions ix Corporate Institutional Members i e other than Individuals HUF NRI etc are also required to send scanned copy PDF Format of the relevant Board Resolution Authority Letter etc together with attested specimen signature of the duly authorized signatory ies to the Scrutinizer at e mail id ftil postalballot gmail com with a copy marked to evoting karvy com The scanned image of the above mentioned documents should be in the naming format Corporate Name_EVEN NO In case a Member receives Postal Ballot Form by Post i Initial password is provided at the bottom of the Postal Ballot Form ii Please follow all steps from SI No i to SI No ix as mentioned in A above to cast e vote In case of any queries you may refer the Frequently Asked Questions FAQs and e voting User Manual for shareholders available at the download section of https evoting karvy com or contact Karvy Computershare Pvt Ltd at Tel No 1800 345 4001 toll free Eligible Members who have not received received the Postal Ballot notice by email and who wish to vote through physical ballot can download the form from the link https evoting karvy com or from the website of the Company www ftindia com If the proposed resolution is assented by a requisite majority it shall be deemed to have been duly passed at a general meeting The resolution will become2. cordingly Moelis amp Company was appointed as a Merchant Banker with mandate to sell the entire stake of BAL held by FT Group Investments Pvt Ltd FTGIPL a wholly owned subsidiary of the Company The Company received a non binding indication of interest for the acquisition of BAL by a Consortium comprising of Pan African Capital Plc PACP First Heritage Business Corporation FHBC and GMEX Technologies Ltd GMEX The Consortium will invest through Continental Africa Holdings Ltd CAHL Mr Christopher Goromonzi one of the Directors of the non operational Bourse Africa Botswana Limited a WOS of FT Group Investments Pvt Ltd FTGIPL is also a part of consortium and Director on the Board of the Purchaser Company The Board of Directors of the Company at its meeting held on November 15 2014 has subject to the approval of members and other requisite approvals if required approved the sale of shares in BAL by FTGIPL FTGIPL has entered into a Share Purchase Agreement SPA with Continental Africa Holdings Limited Purchaser on November 17 2014 for sale of its entire stake for a consideration of USD 40 50 million only subject to fulfillment of certain terms and conditions of SPA The Company has intimated the Stock Exchanges about the sale of stake in BAL by FTGIPL a wholly owned subsidiary of the Company Pursuant to the clause 49 of the Equity Listing Agreement w e f October 1 2014 No co
3. effective on and from the date of announcement of result of the Postal Ballot by the Chairman or any Director of the Company The date of declaration of postal ballot result will be taken to be the date of passing the Special Resolution The Special Resolution mentioned above shall be declared as passed if the numbers of votes cast in its favour are not less than three times the number of votes if any cast against the said Resolutions Members who have registered their e mail ids for receipt of documents in electronic mode under the Green Initiative of the Ministry of Corporate Affairs are being sent Notice of Postal Ballot by e mail and others are sent by post along with Postal Ballot Form and self addressed postage pre paid business reply envelope A Member may request for a duplicate Postal Ballot Form from Company s Registrar amp Share Transfer Agent Karvy Computershare Private Limited Unit Financial Technologies India Limited Plot Nos 17 24 Vittal Rao Nagar Madhapur Hyderabad 500 081 Tel 91 40 44655000 Fax 91 40 44655024 email einward ris karvy com Page 3 ANNEXURE TO NOTICE Explanatory Statement pursuant to Section 102 1 of the Companies Act 2013 a The nature of concern or interest financial or otherwise if any None of the Directors of the Company are concerned or interested in the resolution except to the extent of their shareholding in the Company and or FT Group Investments Pvt Ltd FTGIPL throug
4. ementioned sale are open for inspection at the Registered Office of the Company on all working days except Saturdays from 10 00 am to 1 00 pm till 19 February 2015 9 For e voting please read carefully the Procedure instructions for e voting enumerated herewith Page 2 PROCEDURE INSTRUCTIONS FOR E VOTING The instructions for Members for e voting are as under A Incase a Member receives an e mail from Karvy Computershare Pvt Ltd 10 11 12 13 i Launch Internet browser by typing the URL https evoting karvy com ii Enter the login credentials i e user ID and password mentioned in your email Postal Ballot Form Your Folio No DP ID client ID will be your user ID However if you are already registered with Karvy Computershare Pvt Ltd Karvy for e voting you can use your existing User ID and Password for casting your vote USER ID For Members holding shares in Demat form a For NSDL 8 character DP ID followed by 8 digits Client ID b For CDSL 16 digits Beneficiary ID Client ID For Members holding shares in Physical form Event no EVEN followed by Folio No registered with the Company Password Your Unique Password is printed on the Postal Ballot Form provided in the email forwarding the electronic notice iii After entering these details appropriately Click on LOGIN iv You will now reach Password Change Menu wherein you are required to mandatorily change your pass
5. eply Envelope 4 Only a Member entitled to vote is entitled to exercise his vote through e voting physical Ballot and send it to the Scrutinizer Any person having no voting rights should treat this Notice as intimation only 5 The Board of Directors at its meeting held on 6 January 2015 has appointed Mr B Narasimhan Proprietor M s BN amp Associates Company Secretaries Mumbai as the Scrutinizer to receive and scrutinize the completed Postal Ballot papers received from the Members and for conducting the Postal Ballot process in a fair and transparent manner 6 Postal Ballot Form and the self addressed postage pre paid envelopes are enclosed for use of Member s 7 Members can cast their vote online from 20 January 2015 9 00 am onwards till 19 February 2015 upto 6 00 pm as the e voting module shall be disabled for voting by Karvy Computershare Pvt Ltd thereafter If you are voting through Postal Ballot Form i e Physical Ballot you are requested to carefully read the instructions printed on the form enclosed herewith and return it duly completed and signed along with your assent FOR or dissent AGAINST in the attached self addressed postage pre paid business reply envelope so as to reach the Scrutinizer on or before the close of working hours i e 6 00 p m on 19 February 2015 Please note that any Postal Ballot Form s received after that date will be treated as not having been received 8 Documents related to the abov
6. h which the sale of shares of Bourse Africa Limited Mauritius BAL will be carried out in terms of the Share Purchase Agreement and subject to approval of the Shareholder The key managerial personnel of the Company are not interested in the resolutions None of the relatives of the Directors and the key managerial personnel of the Company is interested in the resolutions except to the extent of their shareholding if any in the above mentioned investments undertakings of the Company b Any other information and facts to enable Members to understand the meaning scope and implications of the items of business and to take decision thereon Due to the event occurred on the trading platform of National Spot Exchange Limited NSEL one of the subsidiaries of your Company the Forward Market Commission FMC declared the Company as not fit and proper and SEBI also relying solely on FMC order passed an order declaring FTIL not fit and proper taking cognizance of FMC order Both the Orders have been challenged by FTIL and the matter is sub judice Financial Services Commission Mauritius FSC a regulator for Bourse Africa Limited BAL Mauritius relying on FMC Order declared FTIL as not fit and proper vide its letter dated 21 April 2014 and directed FTIL to dispose of its entire shareholding in BAL Mauritius Without prejudice to the legal remedies available the Board of FTIL decided to exit the Exchange businesses Ac
7. inancial or otherwise and other information and facts to enable you to understand the meaning scope and implications of the items of business and to take decision thereon is appended herewith for your consideration along with a Postal Ballot Form and self addressed postage pre paid business reply envelope If you are voting through Postal Ballot Form i e Physical Ballot you are requested to carefully read the instructions printed on the form enclosed herewith and return it duly completed and signed along with your assent FOR or dissent AGAINST in the attached self addressed postage pre paid business reply envelope so as to reach the Scrutinizer on or before the close of working hours i e 6 00 p m on 19 February 2015 Please note that any Postal Ballot Form s received after the prescribed period will be treated as not having been received In accordance with Clause 35B of the Equity Listing Agreement entered into by the Company with Bombay Stock Exchange Limited BSE and National Stock Exchange of India Limited NSE on which the equity shares of the Company are listed and the provisions of Section 108 and 110 of the Act read with the Rules the Company is pleased to provide electronic voting e voting facility as an alternative to its members to enable them to cast their votes electronically instead of dispatching the physical Postal Ballot Forms by post The Company has engaged M s Karvy Computershare Pvt Ltd t
8. mpany shall dispose of shares in its material subsidiary which would reduce its shareholding either on its own or together with other subsidiaries to less that 50 or cease the exercise of control over the subsidiary without passing a special resolution in its General Meeting and Selling disposing and leasing of assets amounting to more than twenty percent of the material subsidiary shall require prior approval of shareholders by way of Special Resolution hence the Board recommends the Special Resolution for approval of members By order of the Board For Financial Technologies India Limited Sd Date 6 January 2015 Hariraj Chouhan Vice President amp Company Secretary Page 4
9. ncluding without limitation regulatory authorities for giving effect to this resolution and they shall also have the power and authority severally and to delegate all or any of powers conferred herein as they may deem fit By order of the Board For Financial Technologies India Limited Sd Hariraj Chouhan Date 6th January 2015 Vice President amp Company Secretary Notes 1 An explanatory statement pursuant to Section 102 of the Companies Act 2013 setting out all material facts and reasons for the aforesaid special business is annexed hereto 2 The Postal Ballot Notice is being sent to all the Members of the Company whose names appear in the Register of Members List of Beneficial Owners as received from National Securities Depository Limited NSDL Central Depository Services India Limited CDSL as on 02 January 2015 cut off date and the voting rights shall also be reckoned on the paid up value of shares registered in the name of the Member s as on the said cut off date 3 The Postal Ballot Notice is being sent by email to those members who have registered their email addresses with their depository participants in case of shares held in demat form or with the Company s Registrar amp Share Transfer Agent in case of shares held in physical form For members whose email IDs are not registered physical copies of Postal Ballot Notice are being sent by permitted mode along with a postage prepaid self addressed Business R
10. o be placed on Company s website i e www ftindia com It will subsequently be published in at least one English and one regional language newspaper circulating in Chennai If the proposed special resolution is assented by a requisite majority it shall be deemed to have been duly passed at a general meeting The resolution will become effective on and from the date of announcement of result of the Postal Ballot by the Chairman or any Director of the Company who may be authorized by the Board in this regard The resolution for the purpose as stated herein below is proposed to be passed by Postal Ballot SPECIAL BUSINESS 1 Sale of shares held by the Company in Bourse Africa Limited BAL a step down subsidiary of the Company To consider and if thought fit to pass the following resolution as a Special Resolution RESOLVED THAT pursuant to Section 110 of the Companies Act 2013 read with Rule 22 of the Companies Management and Administration Rules 2014 the Rules and other applicable provisions if any of the Act including any statutory modifications or re enactments thereof for the time being in force and the Memorandum and Articles of Association of the Company and subject to compliance of Clause 49 of the Equity Listing Agreement as revised from time to time and all applicable laws and regulations and such permissions approvals consents and sanctions as may be necessary from the concerned Page 1 statutory regulatory a
11. o provide e voting facility The e voting facility is available from 20 January 2015 9 00 a m onwards till 19 February 2015 upto 6 00 pm For e voting please read carefully the Procedure instructions for e voting enumerated in the notes to this Notice It may be noted that e voting is optional If a Shareholder has voted through e voting facility he is not required to send the Postal Ballot Form If a Shareholder votes through e voting facility as well as sends his vote through the Postal Ballot Form the votes cast through Postal Ballot Form shall only be considered by the Scrutinizer and voting done by e voting will be treated as invalid The Board of Directors of the Company hereinafter called the Board in compliance with the Rules has appointed Mr B Narasimhan Proprietor M s BN amp Associates Company Secretaries Mumbai as Scrutinizer hereinafter called the Scrutinizer for conducting the said Postal Ballot process in a fair and transparent manner The Scrutinizer will submit his report to the Chairman or any Director of the Company as may be authorized by the Board in this regard and after completion of scrutiny on 20 February 2015 The result of the Postal Ballot will be announced by the Chairman or any Director of the Company on 20 February 2015 at Company s Corporate office In addition to the results being communicated to Stock Exchanges the results along with scrutinizer s report will als
12. uthorities and subject to such other terms and conditions as may be imposed by such concerned statutory regulatory authorities the consent of the Company be and is hereby accorded to the Board of Directors the Board which expression shall also include a committee of directors constituted and authorized for purposes mentioned hereof to sell transfer or otherwise dispose of the whole or substantially the whole of the undertakings s entire investments shares held by FT Groups Investments Pvt Ltd GFTGIPL a wholly owned subsidiary WOS of the Company in Bourse Africa Limited Mauritius a WOS of FTGIPL and there by a step down subsidiary of the Company to Continental Africa Holdings Limited Mauritius for a consideration and such other terms and conditions more particularly stated in Share Purchase Agreement SPA as approved by the Board RESOLVED FURTHER THAT any one of the Director and or the Company Secretary of the Company be and is hereby authorised for managing the entire postal ballot process and that they are hereby severally authorised to take all incidental and necessary steps for and on behalf of the Company and to settle all questions or queries that may arise in the course of implementing this resolution including to seek registration of any such documents deeds determining the exact effective date as may be necessary filing intimations applying for and or behalf of the Company and seeking approvals consents of necessary parties i
13. word The new password shall comprise of minimum 8 characters with at least one upper case A Z one lower case e z one numeric value 0 9 and a special character The system will prompt you to change your password and update any contact details like mobile email ID etc on first login You may also enter the secret question and answer of your choice to retrieve your password in case you forget it It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential v You need to login again with the new credentials vi On successful login the system will prompt you to select the EVENT i e Financial Technologies India Limited vii On the voting page enter the number of shares as on the cut off date which represents the number of votes under FOR AGAINST or alternatively you may partially enter any number in FOR and partially in AGAINST but the total number in FOR AGAINST taken together should not exceed the total shareholding If the shareholder does not indicate either FOR or AGAINST it will be treated as ABSTAIN and the shares held will not be counted under either head viii Cast your vote by selecting an appropriate option and click on Submit A confirmation box will be displayed Click OK to confirm else CANCEL to modify Once you confirm you will not be allowed to modify your vote During the voting period
14. y Financial Technologies Creating Markets Unlocking Value FINANCIAL TECHNOLOGIES INDIA LIMITED CIN L29142TN1988PLC015586 Regd Office Shakti Tower 1 7th Floor Premises E 766 Anna Salai Thousand Lights Chennai 600002 Tel 91 22 6686 8010 Fax 91 22 67250257 E mail info ftindia com Website www ftindia com POSTAL BALLOT NOTICE 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 the provisions of Section 110 and other applicable provisions of the Companies Act 2013 the Act read with Rule 22 of the Companies Management and Administration Rules 2014 the Rules including any statutory modification or re enactment thereof for the time being in force for seeking your consent to pass the proposed resolution as Special Resolution through Postal Ballot with respect to the Special Business of sale of business undertakings shares investments held by Financial Technologies India Limited hereinafter called the Company in Bourse Africa Limited BAL Mauritius a step down subsidiary of the Company The Company is seeking your approval in respect of the said special resolution through Postal Ballot The proposed resolution and explanatory statement pertaining to the said resolution pursuant to Section 102 1 of the Companies Act 2013 setting out the nature of concern or interest f
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