Postal Ballot Notice - INVESTORS

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 resolutions through Postal Ballot:

Special Business:

Item 1


Alteration of Clause No. III : Object Clause of the Memorandum of Association of the Company

To consider and, if thought fit, to pass, with or without modification, the following resolution as a

Special Resolution:

“RESOLVED THAT subject to the provisions of Sections 17, 18 & other applicable provisions, if any, of the Companies Act, 1956, clause no. III of the Memorandum of Association of the Company be altered by inserting a new sub-clause 1A after the existing sub-clause no. 1 to the clause no. III in the Memorandum of Association of the Company under the heading `THE MAIN OBJECT OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION’ as set out below:
 “1. A. To carry on the business of broadcasting, telecasting, relaying, transmitting or distributing in any manner in India or abroad, any audio, video or other programmes or software for television, radio, mobile, internet or any other media through, including but not limited to, terrestrial satellite, cable, direct to home, internet or interactive television network, to market and sell advertising air–time for the purpose of broadcasting on television satellite, cable and other network, radio and other media (whether now or hereafter devised) to undertake any type of media business or invest therein and to rent or hire or lease or sub-lease portal, studio, satellite channels, transponders with up link and down link facilities in India and abroad, video and cinematography equipments, cinema house theaters and other such places and facilities of whatsoever in nature.”
“RESOLVED FURTHER THAT Ms. Shobha Kapoor, Managing Director, Mr. Jeetendra Kapoor, Chairman and Ms. Alpa Khandor, Company Secretary of the Company, be and are hereby jointly and severally authorized by the Company to undertake such acts, deed and matters, as they may in their absolute discretion deem necessary, proper or desirable, including any amendment or modification to the abovementioned objects clause as per the suggestion / direction of the Regulatory Authorities and settle any question, difficulty or doubt that may arise in this regard, including but not limited to making requisite filings with the Registrar of Companies and the stock exchanges, that may be required to give effect to the alteration of the Memorandum of Association in accordance with this resolution.”

 

 

Item 2

Alteration to the Articles of Association by Adoption of new set of Articles of Association of the Company:

To consider and, if thought fit, to pass, with or without modification, the following resolution as a

Special Resolution:


“RESOLVED THAT pursuant to the provisions of Section 31 and other applicable provisions, if any, of the Companies Act, 1956, the existing Articles of Association of the Company be and are hereby substituted by a new set of Articles of Association, a draft of which has been initialed by the Chairman and made available for inspection by the shareholders at the registered office of the Company, be and are hereby approved and adopted as the Articles of Association of the Company in substitution for and to the exclusion of all the Articles hereof.

“RESOLVED FURTHER THAT Ms. Shobha Kapoor, Managing Director, Mr. Jeetendra Kapoor, Chairman and Ms. Alpa Khandor, Company Secretary of the Company, be and are hereby jointly and severally authorized by the Company to undertake such acts, deed and matters, as they may in their absolute discretion deem necessary, proper or desirable, including any amendment or modification to the proposed Articles of Association as per the suggestion / direction of the Regulatory Authorities and settle any question, difficulty or doubt that may arise in this regard, including but not limited to making requisite filings with the Registrar of Companies and the stock exchanges, that may be required to give effect to the alteration of the Articles of Association in accordance with this resolution.”

Registered Office :

C-13, Balaji House, Dalia Industrial Estate,
Opp. Laxmi Industries, New Link Road,
Andheri (West), Mumbai – 400 053.
Mumbai, October 24, 2008


By order of the Board of Directors
Alpa Khandor
Company Secretary


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 1

The Company is a Public Limited company incorporated on November 10, 1994. The Company is presently involved in the production and distribution of television serials, and entertainment programmes.  Now to expand and intensify its present area of operation, the Company may either on its own or in joint venture with others in future intend to enter in broadcasting business in Hindi or any other language. With the development of media industry and liberal polices of the government, the Board of Directors of your company feels that proposed new activities will help the Company to expand its activities and intensify its area of operations.

Pursuant to Section 17 of the Companies Act, 1956, alteration of the Object Clause requires approval of the members of the Company by way of passing a Special Resolution to that effect.

The Memorandum of Association of the Company duly incorporating the new clause referred to in the special resolution is available for inspection of the shareholders at the registered office of the Company between 1:00 P.M. and 5:00 P.M. on any working day.

 


Item 2

The Company had entered into various agreements including Shareholders’ Agreement on August 18, 2004 with Asian Broadcasting FZ LLC, a company forming part of Star Group for their acquisition of 25.99% of the share capital in the Company.  In terms of the Shareholders Agreement entered into by the Company, it was required to alter its Articles of Association to reflect the provisions of the Shareholders’ Agreement. The Company had inserted provisions of the said Shareholders’ Agreement in its Articles of Association by way of alteration to the Articles of Association of the Company in the Extra Ordinary General Meeting dated February 25, 2005. 

On August 18, 2008 Company has entered into agreement with Star Group and the promoters of the Company, whereby the parties have agreed to terminate various agreements entered into between the parties inter-se in August 2004 in relation to the acquisition by the Star Group of a total of 25.99% of the share capital in the Company and the agreements entered in April 2007, relating to the regional languages Joint Venture. With termination of the said Agreements, it is pertinent that the Articles of Association of the Company are altered to eliminate all the restrictive provisions inserted therein. As this will entail numerous changes to the Articles of Association of the Company, it is considered desirable to adopt a comprehensive new set of Articles of Association in substitution of and exclusion of the present Articles of Association of the Company.

Pursuant to the provisions of Section 31 of the Companies Act, 1956 alteration of Articles of Association requires approval of the members of the Company by way of passing a Special Resolution to that effect.

A copy of the new set of Articles of Association as referred to in the notice / explanatory statement are available for inspection at the registered office of the Company between 1:00 P.M. and 5:00 P.M. on any working day.

The Board of Directors accordingly recommends the resolution set out at the Item 1 and 2 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 is deemed to be concerned or interested in the both the above resolutions.

Registered Office :

C-13, Balaji House, Dalia Industrial Estate,
Opp. Laxmi Industries, New Link Road,
Andheri (West), Mumbai – 400 053.
Mumbai, October 24, 2008


By order of the Board of Directors
Alpa Khandor
Company Secretarz