Notice of Postal Ballot

Document Summary

National Stock Exchange of India Limited (NSE) issued a notice of Postal Ballot to its members pursuant to Sections 108 and 110 of the Companies Act, 2013, and related rules and regulations. Voting begins on Saturday, May 25, 2024, at 9:00 a.m. (IST) and ends on Sunday, June 23, 2024, at 5:00 p.m. (IST). The notice concerns two special business items to be transacted through a remote e-voting process.

Special Businesses to be voted on:

1. Increase of Authorised Share Capital and Alteration of Memorandum of Association: Members are asked to approve increasing the authorized share capital from Rs. 50,00,00,000 (Rupees Fifty Crores Only) divided into 50,00,00,000 (Fifty Crores) Equity Shares of Re. 1/- (Rupee One) each to Rs. 500,00,00,000 (Rupees Five Hundred Crores Only) divided into 500,00,00,000 (Five Hundred Crores) Equity Shares of Re. 1/- (Rupee One) each and to alter Clause V of the Memorandum of Association accordingly. The revised clause would state: “V. The Authorized Share Capital of the Company is Rs. 500,00,00,000/- (Rupees Five Hundred Crores only) divided into 500,00,00,000 (Five Hundred Crores) equity shares of Re. 1/- (Rupee One only) each, with power to increase and reduce the capital of the Company.” This alteration is contingent upon SEBI approval and adherence to Regulation 42 of the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018. The Managing Director & CEO or the Chief Financial Officer or the Company Secretary are authorized to handle the application with regulatory authorities.

2. Issue of Bonus Shares by Capitalization of Reserves: Members are asked to approve the capitalization of a sum not exceeding Rs. 198,00,00,000/- (Rupees One Hundred and Ninety Eight Crores only) from the ‘Securities Premium Account’ and ‘Free Reserves’ of the company, as per the audited financial statements for the year ended March 31, 2024, to issue bonus equity shares of Re. 1/- (Rupee One) each to eligible members. The bonus issue ratio is 4:1 (4 new equity shares for every 1 existing equity share). The new equity shares will be issued in dematerialized form and rank pari passu with existing shares. This resolution is also contingent upon shareholder and SEBI approval for the alteration in the Memorandum of Association.

Voting and Scrutiny:

The company is providing remote e-voting facility via National Securities Depository Limited (NSDL). The Board has appointed Ms. Ashwini Inamdar or, failing her, Ms. Alifya Sapatwala, Partners of Mehta & Mehta, Practising Company Secretaries, as the Scrutinizer. The Scrutinizer will submit a report to the Company Secretary. Results will be published on the company website and NSDL website, and on the notice board at the Registered Office.

Important Dates:

• Cut-Off Date: Friday, May 17, 2024 (for determining eligible members for e-voting).
• E-voting Period: Begins May 25, 2024, 9:00 a.m. (IST) and ends June 23, 2024, 5:00 p.m. (IST).

Notes and Instructions:

• The notice is sent electronically to members with registered email addresses. Physical copies are not being sent.
• Members must carefully read the instructions in the notice for remote e-voting.
• The voting rights are in proportion to the paid-up equity share capital as on the Cut-Off Date.
• The company will be following specified terms and conditions for processing share transfer applications during the Book Closure period.

The explanatory statement pursuant to Section 102 of the Companies Act, 2013 details the rationale behind both resolutions. The increase in authorized share capital is needed to facilitate the bonus issue. Issuance of bonus shares in the ratio of 4:1 is proposed to reward its shareholders. The bonus issue requires an increase in authorized share capital which requires SEBI approval. The approval date cannot be ascertained but the company intends to suspend ISIN and conduct a book closure for 30 days. The table provides a tentative schedule for ascertaining the record date with ‘T Day’ being the Approval Date. Further, details of pre- and post-bonus paid-up share capital are mentioned. Pre-bonus the number of equity shares was 49,50,00,000 and the share capital was Rupees 49,50,00,00,000. Post-bonus it will be 247,50,00,000 equity shares and the share capital will be Rupees 247,50,00,000.