Postal Ballot Notice - INVESTORS
NOTICE OF POSTAL BALLOT
Notice pursuant to Section 192A of the Companies Act, 1956
Notice is hereby given, pursuant to section 192A of the Companies Act, 1956 read with the Companies (Passing of Resolution by Postal Ballot) Rules, 2001, to transact the following special business by the members of Balaji Telefilms Limited (the “Company”) by passing resolution through postal ballot:
Special Business:
Item 1
Revision in Remuneration of Creative Director of the Company
To consider and if thought fit, to pass the following resolution as Special Resolution:
“RESOLVED THAT, in accordance with the provisions of Sections 198, 309, 310 read with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956 (“the Act”) [including any statutory modification or re-enactment thereof for the time being in force], and in partial modification of the Resolutions passed earlier in respect of reappointment of and payment of remuneration to Ms. Ekta Kapoor, the Creative Director of the Company, and subject to any approvals, consents, permissions or sanction of the Central Government, as may be required and subject to such conditions or modifications as may be prescribed or imposed by the Central Government, while granting such approval and which may be agreed to and accepted by the Board of Directors of the Company (herein after referred to as “Board” which expression shall include any committee of the Board) and Ms. Ekta Kapoor, the Creative Director of the Company, the consent of the Company be and is hereby accorded for the increase in the remuneration of Ms. Ekta Kapoor, Creative Director of the Company on account of the surrender values of the Key Man Insurance Policies to be assigned by the Company to Ms. Ekta Kapoor, the Creative Director, in accordance with the terms of remuneration approved by the members at their meeting held on February 25, 2005 by an amount not exceeding Rs. 7.50 crores in aggregate.
RESOLVED FURTHER THAT all other terms of appointment of Ms. Ekta Kapoor, the Creative Director, as approved by the members till date shall remain unaffected.
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board and / or Remuneration Committee constituted by the Board and / or Ms. Alpa Khandor, Company Secretary and / or Mr. Sandeep Jain, Chief Financial Officer of the Company be and are hereby severally authorized to take all actions and do all such deeds, matters and things, as they may in their absolute discretion deem necessary, proper or desirable and settle any question, difficulty or doubt that may arise in this regard. ”
NOTES:
1. The explanatory statement pursuant to section173(2) and 192A of the Companies Act, 1956, in respect of the business set out above is annexed hereto.
2. Pursuant to the provisions of section 192A of the Companies Act, 1956 read with the Companies (Passing of Resolution by Postal Ballot) Rules, 2001 the assent or dissent of the Company in respect of the resolution under Postal Ballot Notice dated January 22, 2008 shall be determined through Postal Ballot.
3. The Board of Directors has appointed Mr. Nilesh Shah, the practicing Company Secretary, as the Scrutinizer for conducting the postal ballot process.
4. Voting rights shall be reckoned on the paid up value of the equity shares registered in the name of the members on the date of completion of the dispatch of the notice.
5. Duly completed postal ballot form (Refer the instructions to the postal ballot form) should be received by the Scrutinizer not later than the close of working hours on March 14, 2008. Postal ballot forms received thereafter will be treated as if no reply from the member has been received. Envelopes containing postal ballot forms, if deposited in person or sent by courier at the expense of the member will also be accepted.
6. The Scrutinizer’s decision on the validity of a postal ballot form shall be final.
All the documents referred to in the accompanying Notice and the Explanatory Statement are open for inspection at the registered office of the Company during office hours on all working days upto March 14, 2008.
Annexure to Notice
EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) AND SECTION 192A OF THE COMPANIES ACT, 1956
Item No. 1
Revision in Managerial Remuneration of Creative Director of the Company
1. The Company has taken, interalia, 2 Key Man Insurance Policies [KMIPs] on the life of the Creative Director of the Company viz. Ms. Ekta Kapoor. As per the terms of appointment agreed to between the Company and the Creative Director and approved by the members vide their resolution dated February 25, 2005, KMIPs are to be assigned to the Creative Director.
2. One of the KMIPs of Ms. Ekta Kapoor is fully paid i.e. all the premiums thereon have been paid by the Company, and is ready to be assigned to the Creative Director as per the agreement between the Company and the Creative Director for her appointment. The other KMIP of Ms. Ekta Kapoor is due to be fully paid in February 2008, where after it can be assigned to the Creative Director.
3. As per the CBDT Circular no. 762, dated February 18, 1998 issued by the Income Tax Department, on assignment of a KMIP in favour of the insured, the surrender value of the KMIP at the time of assignment will be liable to tax in the hands of the insured. In December 2008, the surrender values of the 2 KMIPs of Ms. Ekta Kapoor, the Creative Director of the Company, are Rs.4.94 crores and Rs. 1.93 crores. In light of the abovementioned CBDT Circular, the surrender values of the KMIPs, which will not exceed Rs.7.5 crore in aggregate, will be liable to tax in the hands of the Creative Director of the Company on assignment of the said KMIPs to her. On assignment of the KMIPs, the surrender value of the KMIPs will be regarded as managerial remuneration and will be included as emoluments of the Creative Director for the financial year(s) in which such assignment takes place.
4. Remuneration to the Creative Director is approved by the members and is restricted to the ceiling as per Sections 198 and 309 of the Companies Act, 1956.
5. If the assignment of the KMIPs is made to the Creative Director during the Financial Years 2007-08 and / or 2008-09, remuneration payable to the Creative Director during such Financial Year(s) along with the surrender value of the KMIPs is likely to exceed the applicable limits specified under sections 198, 309 read with Schedule XIII to the Companies Act, 1956, requiring the approvals of the members of the Company and the Central Government. The members having already approved assignment of the KMIPs to the Creative Director previously, the present approval of the members is only for compliance with the requirements of sections 198 and 309 read with Schedule XIII to the Companies Act, 1956.
6. Further, the Company shall also make application to the Central Government for its approval for revision in remuneration of Ms. Ekta Kapoor, the Creative Director, as per the accompanying Notice.
The Board and the remuneration committee of the Board have approved the increase in remuneration at their respective meetings held on January 22, 2008.
The above may be treated as an abstract of the terms of agreement between the Company and Ms. Ekta Kapoor pursuant to section 302 of the Companies Act, 1956.
The Board of Directors accordingly recommends the resolution set out at the Item No. 1 of the accompanying Notice for the approval of the Members of the Company. Your approval is sought by voting by Postal Ballot in terms of the provisions of Section 192A of the Companies Act, 1956, read with the provisions of the Companies (Passing of Resolutions by Postal Ballot) Rules, 2001.
None of the Directors of the Company are concerned or interested in the said resolution except Mr. Jeetendra Kapoor, Ms. Shobha Kapoor, Ms. Ekta Kapoor and Mr. Tusshar Kapoor who may be deemed to be concerned or interested in passing of the said resolution.
Notice pursuant to Section 192A of the Companies Act, 1956
Notice is hereby given, pursuant to section 192A of the Companies Act, 1956 read with the Companies (Passing of Resolution by Postal Ballot) Rules, 2001, to transact the following special business by the members of Balaji Telefilms Limited (the “Company”) by passing resolution through postal ballot:
Special Business:
Item 1
Revision in Remuneration of Creative Director of the Company
To consider and if thought fit, to pass the following resolution as Special Resolution:
“RESOLVED THAT, in accordance with the provisions of Sections 198, 309, 310 read with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956 (“the Act”) [including any statutory modification or re-enactment thereof for the time being in force], and in partial modification of the Resolutions passed earlier in respect of reappointment of and payment of remuneration to Ms. Ekta Kapoor, the Creative Director of the Company, and subject to any approvals, consents, permissions or sanction of the Central Government, as may be required and subject to such conditions or modifications as may be prescribed or imposed by the Central Government, while granting such approval and which may be agreed to and accepted by the Board of Directors of the Company (herein after referred to as “Board” which expression shall include any committee of the Board) and Ms. Ekta Kapoor, the Creative Director of the Company, the consent of the Company be and is hereby accorded for the increase in the remuneration of Ms. Ekta Kapoor, Creative Director of the Company on account of the surrender values of the Key Man Insurance Policies to be assigned by the Company to Ms. Ekta Kapoor, the Creative Director, in accordance with the terms of remuneration approved by the members at their meeting held on February 25, 2005 by an amount not exceeding Rs. 7.50 crores in aggregate.
RESOLVED FURTHER THAT all other terms of appointment of Ms. Ekta Kapoor, the Creative Director, as approved by the members till date shall remain unaffected.
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board and / or Remuneration Committee constituted by the Board and / or Ms. Alpa Khandor, Company Secretary and / or Mr. Sandeep Jain, Chief Financial Officer of the Company be and are hereby severally authorized to take all actions and do all such deeds, matters and things, as they may in their absolute discretion deem necessary, proper or desirable and settle any question, difficulty or doubt that may arise in this regard. ”
Registered Office : C-13, Balaji House, Dalia Industrial Estate, Opp. Laxmi Industries, New Link Road, Andheri (West), Mumbai – 400 053. Mumbai, January 22, 2008 |
By order of the Board of Directors |
1. The explanatory statement pursuant to section173(2) and 192A of the Companies Act, 1956, in respect of the business set out above is annexed hereto.
2. Pursuant to the provisions of section 192A of the Companies Act, 1956 read with the Companies (Passing of Resolution by Postal Ballot) Rules, 2001 the assent or dissent of the Company in respect of the resolution under Postal Ballot Notice dated January 22, 2008 shall be determined through Postal Ballot.
3. The Board of Directors has appointed Mr. Nilesh Shah, the practicing Company Secretary, as the Scrutinizer for conducting the postal ballot process.
4. Voting rights shall be reckoned on the paid up value of the equity shares registered in the name of the members on the date of completion of the dispatch of the notice.
5. Duly completed postal ballot form (Refer the instructions to the postal ballot form) should be received by the Scrutinizer not later than the close of working hours on March 14, 2008. Postal ballot forms received thereafter will be treated as if no reply from the member has been received. Envelopes containing postal ballot forms, if deposited in person or sent by courier at the expense of the member will also be accepted.
6. The Scrutinizer’s decision on the validity of a postal ballot form shall be final.
All the documents referred to in the accompanying Notice and the Explanatory Statement are open for inspection at the registered office of the Company during office hours on all working days upto March 14, 2008.
Annexure to Notice
EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) AND SECTION 192A OF THE COMPANIES ACT, 1956
Item No. 1
Revision in Managerial Remuneration of Creative Director of the Company
1. The Company has taken, interalia, 2 Key Man Insurance Policies [KMIPs] on the life of the Creative Director of the Company viz. Ms. Ekta Kapoor. As per the terms of appointment agreed to between the Company and the Creative Director and approved by the members vide their resolution dated February 25, 2005, KMIPs are to be assigned to the Creative Director.
2. One of the KMIPs of Ms. Ekta Kapoor is fully paid i.e. all the premiums thereon have been paid by the Company, and is ready to be assigned to the Creative Director as per the agreement between the Company and the Creative Director for her appointment. The other KMIP of Ms. Ekta Kapoor is due to be fully paid in February 2008, where after it can be assigned to the Creative Director.
3. As per the CBDT Circular no. 762, dated February 18, 1998 issued by the Income Tax Department, on assignment of a KMIP in favour of the insured, the surrender value of the KMIP at the time of assignment will be liable to tax in the hands of the insured. In December 2008, the surrender values of the 2 KMIPs of Ms. Ekta Kapoor, the Creative Director of the Company, are Rs.4.94 crores and Rs. 1.93 crores. In light of the abovementioned CBDT Circular, the surrender values of the KMIPs, which will not exceed Rs.7.5 crore in aggregate, will be liable to tax in the hands of the Creative Director of the Company on assignment of the said KMIPs to her. On assignment of the KMIPs, the surrender value of the KMIPs will be regarded as managerial remuneration and will be included as emoluments of the Creative Director for the financial year(s) in which such assignment takes place.
4. Remuneration to the Creative Director is approved by the members and is restricted to the ceiling as per Sections 198 and 309 of the Companies Act, 1956.
5. If the assignment of the KMIPs is made to the Creative Director during the Financial Years 2007-08 and / or 2008-09, remuneration payable to the Creative Director during such Financial Year(s) along with the surrender value of the KMIPs is likely to exceed the applicable limits specified under sections 198, 309 read with Schedule XIII to the Companies Act, 1956, requiring the approvals of the members of the Company and the Central Government. The members having already approved assignment of the KMIPs to the Creative Director previously, the present approval of the members is only for compliance with the requirements of sections 198 and 309 read with Schedule XIII to the Companies Act, 1956.
6. Further, the Company shall also make application to the Central Government for its approval for revision in remuneration of Ms. Ekta Kapoor, the Creative Director, as per the accompanying Notice.
The Board and the remuneration committee of the Board have approved the increase in remuneration at their respective meetings held on January 22, 2008.
The above may be treated as an abstract of the terms of agreement between the Company and Ms. Ekta Kapoor pursuant to section 302 of the Companies Act, 1956.
The Board of Directors accordingly recommends the resolution set out at the Item No. 1 of the accompanying Notice for the approval of the Members of the Company. Your approval is sought by voting by Postal Ballot in terms of the provisions of Section 192A of the Companies Act, 1956, read with the provisions of the Companies (Passing of Resolutions by Postal Ballot) Rules, 2001.
None of the Directors of the Company are concerned or interested in the said resolution except Mr. Jeetendra Kapoor, Ms. Shobha Kapoor, Ms. Ekta Kapoor and Mr. Tusshar Kapoor who may be deemed to be concerned or interested in passing of the said resolution.
| Registered Office: C-13, Balaji House, Dalia Industrial Estate, Opp. Laxmi Industries, New Link Road, Andheri (West), Mumbai – 400 053. Mumbai, January 22, 2008. |
By order of the Board of Directors |
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