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To

The Shareholders,

Postal Ballot

According to Section 372A of the Companies Act, 1956, the Board of Directors of a
Company can make any loan, investment or give guarantee or provide any security
beyond the prescribed ceiling of:

1. Sixty percent of the aggregate of the paid up capital and free reserves or,

2. Hundred percent of its free reserves, whichever is more,

if Special Resolution is passed by the shareholders of the Company.

As per Section 192A of the Companies Act, 1956, read with the Companies (Passing of
the Resolution by Postal Ballot) Rules, 2001, the consent of the shareholders for the
above purpose is to be obtained by means of postal ballot. Accordingly, the said draft
Special Resolution and the Explanatory Statement is being sent to you together with a
Postal Ballot Form for your consideration. The Company has appointed Mr. Pramod S.
Shah, Practicing Company Secretary as the scrutinizer for conducting the postal ballot
process in a fair and transparent manner.

You are requested to carefully read the instructions printed in the Postal Ballot Form and
return the form duly completed, in the attached self addressed postage pre-paid envelope
as to reach the scrutinizer on or before 18th July, 2008. The scrutinizer will submit his
report to the Chairman after completion of the scrutiny and the results of the postal ballot
will be announced by the Chairman on 19th July, 2008 at the Registered Office of the
Company at Avadh, Avadhesh Parisar, Shree Ram Mills Premises, G. K. Marg, Worli,
Mumbai – 400 018 at 4.00 p.m.

Regd. Office:
Avadh, Avadhesh Parisar, By Order of the Board
Shree Ram Mills Premises, For S. Kumars Nationwide Limited
G. K. Marg, Worli,
Mumbai – 400 018
DATE: 16th June 2008. (Nimesh S. Shah)
Company Secretary

Encl: - Postage Pre-paid Envelope


TEXT OF THE PROPOSED SPECIAL RESOLUTION ALONGWITH
EXPLANATORY STATEMENT

To consider and, if thought fit, to pass with or without modification(s), the following
resolution as a Special Resolution:

“RESOLVED THAT in furtherance to the resolutions passed earlier at the General


Meetings and by way of postal ballot processes pursuant to the provisions of section
372A and other applicable provisions, if any, of the Companies Act, 1956 or any
amendments or modifications thereof (including any ordinance or statutory modification,
re-enactment thereof for the time being in force) and subject to consent and approvals of
Reserve Bank of India (RBI), Public Financial Institution(s), Securities and Exchange
Board of India (SEBI) or such authorities, if required and/or in accordance with the
guidelines and notifications issued by SEBI, Government, etc. and such other approvals/
permissions as may be necessary under any other statute for time being in force, consent
and approval of the Company be and are hereby accorded to the Board of Directors of the
Company to invest/acquire from time to time by way of subscription, purchase,
conversion or otherwise Equity Shares, Preference Shares, Debentures (whether
convertible or non-convertible) or any other financial instruments of following body
corporate, whether in India or outside, which may or may not be subsidiary of the
Company as the Board may think fit, as mentioned herein below in excess of and in
addition to the limits for which members' approval has already been obtained in the
General Meetings and by way of postal ballot processes earlier or the limit specified in
section 372A of the Companies Act, 1956, whichever is higher.

(Rs. In Crores)
Name of the Company (a) Investment Not Exceeding
Rs.
SKNL International Limited - 2000
Netherlands
(i.e. Upto US $ 500 million)
Total 2000
RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board be and
is hereby authorised to take all such actions and to give all such directions as may be necessary
or desirable and also to settle any question or difficulty that may arise in regard to the proposed
investment and further to do all such acts, deeds, matters and things and to execute all such
deeds, documents and writings as may be necessary, desirable or expedient in connection
therewith."
By Order of the Board
For S. Kumars Nationwide Limited
Mumbai
16th June 2008 (Nimesh S. Shah)
Company Secretary
EXPLANATORY STATEMENT
(Pursuant to Section 173 and 192A of the Companies Act, 1956)
As per the provisions of Section 372A of the Companies Act, 1956 the Board of Directors
of a Company can make any loan, investment or give guarantee or provide any security
beyond the prescribed ceiling of
i) Sixty per cent of the aggregate of the paid up capital and free reserves or,
ii) Hundred percent of its free reserves, whichever is more,
if Special Resolution is passed by the shareholders of the Company.

The limits mentioned in the resolution are in excess of and in addition to the limits for
which members' approval has already been obtained in the General Meetings of the
Company and by way of postal ballot process or the limits specified in section 372A of
the Companies Act, 1956

This permission is sought pursuant to the provisions of Section 372A of the Companies
Act, 1956 to give powers to the Board of Directors for making further investments as
under:

(Rs. In Crores)
Name of the Company Investment Not Exceeding Rs.
SKNL International Limited - 2000
Netherlands
(i.e. Upto US $ 500 million)
Total 2000
Till date SKNL has been focusing on domestic sales, which have resulted in strong
recognition of its Brands and also helped the Company to build substantial market share.
As part of the growth strategies, SKNL will not only continue to have a strong focus on
the domestic markets, but will also look at growth in international markets through
acquisitions. There are potential acquisition opportunities in Europe and North America,
which are currently being examined by the Company. It has decided to pursue potential
targets that would result in strong front – end / back – end synergy for the Company and
where Companies operate in fashion and design led activities as opposed to low cost
commodity business. These would result in strong business opportunities for SKNL’s
Garment, Home Textile and High Value Fine Cotton Divisions.
One of the key steps to accomplish the acquisitions would be for setting up a holding and
acquisition vehicle, ‘SKNL International Limited’. It has been decided that the Company
be established and domiciled in Netherlands as it is a tax efficient jurisdiction. The Board
accordingly request to pass resolution through postal ballot for the proposed investment
in terms of section 372 A.
These investments are proposed to be made out of own /surplus funds / internal accruals
and or any other sources, to achieve long term strategic and business objectives.

None of the other Directors of the company is deemed to be concerned or interested in the
resolution.
The Directors recommend the resolution to the members for their approval.

Regd. Office:
Avadh, Avadhesh Parisar, By Order of the Board
Shree Ram Mills Premises, For S. Kumars Nationwide Limited
G. K. Marg, Worli,
Mumbai – 400 018
DATE: 16th June 2008. (Nimesh S. Shah)
Company Secretary
SR.NO.

MID-DAY MULTIMEDIA LIMITED


Peninsula Centre, Dr. S.S. Rao Road, Parel, Mumbai -400 012.
Tel: 2419 7171/2410 4545 Fax: 2415 0009

POSTAL BALLOT FORM


(1) Name(s) of Shareholder(s)
including Joint-holders, if any:

(2) Registered Address of the Sole/


First named Shareholder:

(3) Registered Folio No./


DP ID No./Client ID No.*:
(Applicable to investors holding
shares in a dematerialised form)

(4) No. of Shares held:

(5) I/We hereby exercise my/our vote in respect of the Special Resolution to be passed through postal ballot for the business
stated in the notice by sending my/our assent or dissent of the said resolution by placing the tick ()mark at the appropriate
places in the box below.

Item Description No. of I/We assent I/We dissent


No. Shares to the to the
held Resolution Resolution
(For) (Against)
1. Special Resolution under Section 372A of the Companies Act, 1956,
1. "RESOLVED THAT pursuant to the provisions of Section 372A
and other applicable provisions, if any, of the Companies Act,
1956 (including any statutory modification or re-enactment
thereof for the time being in force) and subject to such approvals,
consents, sanctions and permissions of appropriate authorities,
departments or bodies as may be necessary and subject to
approval of the shareholders by way of Postal Ballot, consent of
the Company be and is hereby accorded to the Board of Directors
of the Company;
a) for giving corporate guarantees/ providing securities not
exceeding Rs. 50 crores in favour of UTI Bank Limited on
behalf of Radio Mid-Day West (India) Limited.
b) for making investments including corporate guarantees/
securities provided /loans/advances etc. not exceeding
Rs. 50 crores in any of the following companies
1) Radio Mid-Day West (India) Limited
2) Mid-Day Radio North (India) Limited
3) Mid-Day Broadcasting South (India) Pvt. Ltd.
However the aggregate of such investments including corporate
guarantees/securities provided /loans/advances etc. shall not exceed
the amount of Rs. 100 crores over and above the limit prescribed
under Section 372A of the Companies Act, 1956."

Place:

Date: (Signature of the Shareholder)


INSTRCUTIONS:

1. A shareholder desiring to exercise his/her vote by postal ballot may complete this postal ballot form (no other form of
photocopy thereof is permitted to be used for the purpose) and send it to the Scrutinizer at the address of the Company in
the attached self-addressed envelope. The postage will be borne and paid by the Company. Envelopes containing postal
ballot forms, if deposited with the Company in person or if sent by courier at the expenses of the shareholder, shall also be
accepted by the Company.

2. The self-addressed envelope bears the name of the Scrutinizer appointed by the Board of Directors of the Company.

3. This form should be completed and signed by the shareholders. In case of joint share holding, this form should be completed
and signed (as per specimen signature(s) registered with the Company) by the first named shareholder and in his/her
absence, by the next named shareholder.

4. Unsigned postal ballot forms will be rejected.

5. Duly completed postal ballot forms should reach the Company not later than by the close of working hours on 08.07.2006.
Postal ballot forms received after this date will be strictly treated as if the reply from such shareholder has not been
received.

6. In the case of shares held by companies, trusts, societies etc. the duly completed postal ballot form should be accompanied
by a certified true copy of the relevant board resolution/authorisation.

7. Voting rights shall be reckoned on the paid-up value of the shares registered in the name of the shareholders on the date
of dispatch of notice pursuant to Section 192A(2) of the Act.

8. Shareholders are requested not to send any other paper along with the postal ballot form in the enclosed self-addressed
postage prepaid envelope, as such envelopes will be sent to the Scrutinizer and any extraneous paper found in such
envelope would be destroyed by the Scrutinizer.
MID-DAY MULTIMEDIA LIMITED
Peninsula Centre, Dr. S.S. Rao Road, Parel, Mumbai- 400 012
Phone: 2419 7171 Fax: 2415 0009
Dear Member,
Notice pursuant to Section 192A(2) of the Companies Act, 1956
Notice is hereby given pursuant to Section 192A (2) of the Companies Act, 1956, read with the Companies (passing of the
resolution by postal ballot) Rules, 2001 that the enclosed resolutions are proposed to be passed by Postal Ballot related to
making investments/giving corporate guarantees/ providing securities in any of the following companies to the tune of Rs. 100
crores over and above the limit prescribed under Section 372A of the Companies Act, 1956;
1) Radio Mid-Day West (India) Limited
2) Mid-Day Radio North (India) Limited
3) Mid-Day Broadcasting South (India) Pvt. Ltd.
Since the proposed amount of investments, loans and advances and guarantees exceed the limit prescribed under Section 372A
of the Companies Act, 1956 (60% of the paid up share capital and free reserves or 100% of the free reserves whichever is more)
and to enable the Company to achieve the above purpose, the Company will be required to obtain approval of the shareholders
of the Company by way of Postal Ballot.
The Company is desirous of seeking your consent for the proposals as contained in the resolutions attached herewith. An
explanatory statement pertaining to the said resolutions setting out all the material facts and reasons therefore is annexed.
The consent of the members is required to be obtained by means of a Postal Ballot. Accordingly, the said resolutions and the
explanatory statement are being sent to you along with a postal ballot form for your consideration. Duly completed postal
ballot form should reach the Company not later than by the close of the working hours of July 8, 2006.
The Company has appointed Mr. Virendra Bhatt, Practising Company Secretary as the Scrutinizer for conducting the Postal
Ballot process in a fair and transparent manner. You are requested to carefully read the instructions printed on the postal ballot
form and return the form duly completed, in the enclosed self-addressed envelope so as to reach the scrutinizer on or before July
8, 2006. The Scrutinizer will submit his report to the Chairman after completion of the scrutiny of the postal ballot forms and the
results of the postal ballot will be announced at the Annual General Meeting to be held on Monday, July 17, 2006 and will be
placed on the Notice Board at the Registered Office of the Company.
Item No.1
To pass the following resolution as Special Resolution:
1. "RESOLVED THAT pursuant to the provisions of Section 372A and other applicable provisions, if any, of the Companies
Act, 1956 (including any statutory modification or re-enactment thereof for the time being in force) and subject to such
approvals, consents, sanctions and permissions of appropriate authorities, departments or bodies as may be necessary and
subject to approval of the shareholders by way of Postal Ballot, consent of the Company be and is hereby accorded to the
Board of Directors of the Company;
a) for giving corporate guarantees/ providing securities not exceeding Rs. 50 crores in favour of UTI Bank Limited on
behalf of Radio Mid-Day West (India) Limited.
b) for making investments including corporate guarantees/securities provided /loans/advances etc. not exceeding Rs. 50
crores in any of the following companies
1) Radio Mid-Day West (India) Limited
2) Mid-Day Radio North (India) Limited
3) Mid-Day Broadcasting South (India) Pvt. Ltd.
However the aggregate of such investments including corporate guarantees/securities provided /loans/advances etc.
shall not exceed the amount of Rs. 100 crores over and above the limit prescribed under Section 372A of the Companies
Act, 1956."
By Order of the Board of Directors
Vidya Shembekar
Company Secretary
Date: May 26, 2006
Registered Office:
Peninsula Centre, Dr.S.S. Rao Road,
Parel, Mumbai - 400 012.
Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956

Radio Mid-Day West (India) Limited, a subsidiary of Mid-Day Multimedia Limited is in process of setting up radio station in
various cities and for this purpose will be requiring funds to meet its expansion activities.

Radio Mid-Day West (India) Limited is in the process of raising funds from its Bankers. In lieu of this the Company has received
a request to provide corporate guarantees for the funds raised or to be raised by Radio Mid-Day West (India) Ltd. The Company
is also planning to make investments and advance loans or provide securities and guarantees to fund the requirements of the
following Radio companies.

1) Radio Mid-Day West (India) Limited

2) Mid-Day Radio North (India) Limited

3) Mid-Day Broadcasting South (India) Private Limited

The Company proposes to make substantial investments over the next few years in the areas of Radio broadcasting, transmission,
entertainment, including modernisation / expansion of existing Radio business and investment in associate / affiliate companies
and other bodies corporate.

Since the proposed amount of investments, loans and advances and guarantees exceed the limit prescribed under Section 372A
of the Companies Act, 1956 (60% of the paid-up share capital and free reserves or 100% of the free reserves whichever is more)
and to enable the Company to achieve the above purpose, the Company will be required to obtain approval of the shareholders
of the Company by way of Postal Ballot.

Any investments/ loans and advances and guarantees given / security provided in excess of limits prescribed under Section 372A
of the Companies Act, 1956 requires the approval of the Company through postal ballot and accordingly the Board of Directors
of the Company recommends passing of the resolution as a Special Resolution for approval by the Members, by exercising their
vote through postal ballot. A postal ballot form is being sent along with the notice.

None of the Directors of the Company is interested in the resolution.


By Order of the Board of Directors
Vidya Shembekar
Company Secretary
Date:May 26, 2006
Registered Office:
Peninsula Centre, Dr.S.S. Rao Road,
Parel, Mumbai - 400 012.
NOTICE OF POSTAL BALLOT

Country Club (India) Limited


Regd. Office: “Amrutha Castle”, 5-9-16, Saifabad,
Opp: Secretariat, Hyderabad – 500 063

why go any where else


COUNTRY CLUB (INDIA) LIMITED
Regd. Office: “Amrutha Castle”, 5-9-16, Saifabad, Opp: Secretariat, Hyderabad – 500 063
Phone: 040- 55783009; 55360641 Fax: 040-55828222

Date: 8th February, 2006

NOTICE
To
All the Shareholders
Country Club (India) Limited
Notice pursuant to Section 192A of the Companies Act, 1956 read with the Companies
(Passing of Resolution by Postal Ballot) Rules, 2001.
Notice is hereby given pursuant to Section 192A of the Companies Act, 1956 read with the Compa-
nies (Passing of Resolution by Postal Ballot) Rules, 2001 that, the following draft resolutions in terms of
Section 372A of the Companies Act, 1956 for investments in various Companies mentioned in the
resolutions appended herewith is proposed to be passed by Special Resolution by means of Postal
Ballot.

The Company is therefore seeking your consent for the proposal contained in the draft Special Resolu-
tions appended below. Accordingly the draft Special Resolutions and Explanatory Statement pertaining
to the said resolutions setting out the material facts and the reasons for which such resolutions are
proposed are being sent to you along with the Postal Ballot Form for your consideration.

Kindly accord your assent or dissent, as the case may be, to the above mentioned resolution in the
enclosed form. Your assent must be recoded in the box marked “Assent” and dissent in the box “Dissent”
by placing a tick mark (D) in the appropriate column against the resolutions.
Mrs. Rashida Adenwala, Partner, R & A Associates, Company Secretaries has been appointed as the
Scrutinizer for conducting the Postal Ballot Process in a fair and transparent manner.
Before casting your vote, please read carefully the instructions printed in the postal ballot form.
Duly completed Postal Ballot Form in all respects shall reach the Scrutinizer on or before the
nd
closing of the working hours i.e. , 6.00 p.m. on Wednesday, 22 March, 2006 at the Company’s
Registered Office at “Amrutha Castle”, 5-9-16, Saifabad, Opp: Secretariat, Hyderabad – 500 063
The Scrutinizer will submit her report to the Chairman after completion of the scrutiny and the result of
the voting by Postal Ballot will be announced through press release.
Thanking You,

Yours truly,
For Country Club (India) Limited

(P. Sujatha Reddy)


Wholetime Director

Encl: as above

why go any where else


COUNTRY CLUB (INDIA) LIMITED
Regd. Office: “Amrutha Castle”, 5-9-16, Saifabad, Opp: Secretariat, Hyderabad – 500 063
Phone: 040- 55783009; 55360641 Fax: 040-55828222
RESOLUTION TO BE PASSED THROUGH THE POSTAL BALLOT
ITEM # 1 INVESTMENT IN SHARE CAPITAL OF OTHER COMPANIES
To Consider and if thought fit, to pass, with or without modification(s), the following resolution as a
Special Resolution:
“RESOLVED THAT pursuant to Section 372A and all other applicable provisions, if any, of the Companies
Act, 1956 and subject to such other approvals as may be necessary, consent of the Company be and is
hereby accorded to the Board of Directors of the Company for investment of the Company’s funds to acquire
Equity Shares by subscription, purchase or otherwise of the following Companies, viz.,
S.No. Name of the Company Amount of Investment upto
(Excluding Stamp Duty)
1. Aakruti Engineers Private Limited, Mumbai Rs. 20 Crores
2. Bright Resorts Private Limited, Trichur Rs. 6 Crores
3. Acquarian Realtors Private Limited, Goa Rs. 5 Crores
4. Swami Vivekananda Training & Education Centre Pvt. Ltd., Mumbai Rs. 10 Crores
5. Swimwel Investment & Trading Private Limited, Mumbai Rs. 3 Crores
notwithstanding that the aggregate of the loans and investments so far made in or to be made in and the
Guarantees or Securities so far given or to be given to all the Bodies Corporate may exceed the limits
prescribed under the said Section.
FURTHER RESOLVED THAT the Board of Directors of the Company be and is hereby authorised to take
such steps as may be necessary for obtaining approvals, Statutory, Contractual or otherwise, in relation to
such investment, to settle all matters arising out of and incidental thereto and to sign and execute all deeds,
applications, documents and writings that may be required to be signed on behalf of the Company, in
connection with such investment and generally to do all such acts, deeds and things that may be necessary,
proper, expedient or incidental for the purpose of giving effect to the aforesaid resolution.
ITEM # 2: INVESTMENT IN SHARE CAPITAL OF BABYLON RESORT HOTELS (PVT.) LIMITED, SRI LANKA
To Consider and if thought fit, to pass, with or without modification(s), the following resolution as a
Special Resolution:
“RESOVLED THAT pursuant to the provisions of Section 372A and all other applicable provisions, if any of
the Companies Act, 1956 and subject to approval of Reserve Bank of India and subject to such other
approvals / consents as may be necessary, consent of the Company be and is hereby accorded to the
Board of Directors for investment of the Company’s funds in rupee equivalent of a sum not exceeding Euro
18,00,000 (Eighteen Lakhs Euros only) excluding stamp duty to acquire the Equity Shares by way of
subscription, purchase or otherwise of M/s. Babylon Resort Hotels (Pvt.) Limited, Sri Lanka notwithstand-
ing that the aggregate of the loans and investments so far made in or to be made in and the Guarantees or
Securities so far given or to be given to all the Bodies Corporate may exceed the limits prescribed under the
said Section.
FURTHER RESOLVED THAT the Board of Directors of the Company be and is hereby authorised to take
such steps as may be necessary for obtaining approvals Statutory, Contractual or otherwise, in relation to
such investment, to settle all matters arising out of and incidental thereto and to sign and execute all deeds,
applications, documents and writings that may be required to be signed on behalf of the Company, in
connection with such investment and generally to do all such acts, deeds and things that may be necessary,
proper, expedient or incidental for the purpose of giving effect to the aforesaid resolution.
For Country Club (India) Limited

Date: 8-2-2006 (P.Sujatha Reddy)


Place: Hyderabad Wholetime Director
why go any where else
Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956
Item No 1 & 2: Investment in Shares of other Companies
As reported in the previous year Annual Report, your Company is taking major steps towards its objective
of creating an umbrella of the Company’s brand name and to have a total 40 Clubs by 2006 spread across
India. As a strategy your Company is identifying the existing clubs for acquisitions / takeovers. The Company
has identified certain properties at Mumbai, Trichur, Goa and at Kandy in Sri Lanka. The particulars of which
are as follows:
a) A Property at Mumbai consisting of Land & Building owned by M/s. Aakruthi Engineers Private
Limited. Presently Country Club is running its Club in this property acquired on lease basis. The
investment proposed in acquiring and further development of this property is Rs. 20 Crores (Approx.).
b) A Property in Trichur at Thiruvallam Village wherein the “Treasure Cove Resorts” is located and
presently owned and Managed by M/s. Bright Resorts Private Limited wherein building having
approximate plinth area of about 30,000 Square Feet, Swimming Pool, Gardens and other appurte-
nants are located. The investment proposed for acquiring and further development of this property
is Rs. 6 Crores
c) A Property in Goa passing through the Survey No. 169/1 forming a part of the larger Property called
“MADCARANCHEM BATTA” or “SORANTEAVELEM” or “DONGORXINGUEAVELEM TEMBA”
situated at Village Panchayat of Anjuna, Sub-District of Bardez, District of North Goa, State of Goa.
This property is owned by M/s. Aquarian Realtors Private Limited. The investment proposed in
acquiring and further development of this property is Rs. 5 Crores (Approx.).
d) A Property consisting of an existing Club namely “Spring Club” located at Mumbai. This Property
is owned by M/s. Swami Vivekanand Training & Education Centre Private Limited, Mumbai
and presently run & managed by M/s. Swimwel Investments & Trading Private Limited, Mumbai
acquired on Lease basis from M/s. Swami Vivekanand Training & Education Centre Private Limited.
The investment proposed in acquiring and further Development of this Property is Rs.13 Crores
(approx.)
e) A Hotel Resort namely “Babylon Resorts Hotels ” located at Babylon Bunglow, Mt. Franion Road,
Muruthalawa in the district of Kandy, Central Province of the Democratic Socialistic Republic of
Sri Lanka. This property is presently owned and Managed by M/s. Babylon Resort Hotels
Private Limited, a Company registered in Sri Lanka. The investment proposed for acquiring and
further development of this property is Rupees Equivalent of EURO 18,00,000 (Approx.)
Company proposes to acquire these properties by acquiring the Companies owned by them by way of
purchase of entire Equity Shares of the respective Companies. Such proposal requires the approval of
members by way of Special Resolution pursuant to the provisions of Section 372A of the Companies Act,
1956 since the Investment proposed exceeds the limits prescribed under Section 372A of the Companies
Act, 1956 (which is higher of the following namely (1) aggregate of paid-up capital and free reserves or (2)
100% of free reserves).
Sources of funds: Internal Accruals / Borrowings
Board of Directors recommended above two resolutions.
None of the Directors are concerned or interested either directly or indirectly in the proposed resolutions.

For Country Club (India) Limited

Date: 8-2-2006 (P. Sujatha Reddy)


Place: Hyderabad Wholetime Director
why go any where else
COUNTRY CLUB (INDIA) LIMITED
Regd. Office: “Amrutha Castle”, 5-9-16, Saifabad, Opp: Secretariat, Hyderabad-63
Phone: 040- 55783009; 55360641 Fax: 040-55828222

POSTAL BALLOT FORM

1. Name(s) of Shareholder(s):
(in block letters)
including joint holders, if any. :.................................................................................

2. Registered address of the Sole /


First named shareholder :.................................................................................

3. Registered Folio No./DP ID No./


Client ID No :.................................................................................
(Applicable to investor holding
Shares in dematerialized form)

4. Number of equity shares held :.................................................................................

5. I/We hereby exercise my/our vote in respect of the Special Resolution to be passed through Postal
Ballot for the business stated in the Notice of the Company by sending my/ our assent or dissent to the
said resolutions by placing tick (D) mark at the appropriate box below.

No. of Equity I/We assent I / We dissent


Description to the to the
Shares
resolution resolution
1) Special resolution u/s. 372A of the Companies Act,1956
authorising the Board of Directors to acquire by way of
subscription, purchase or otherwise the Equity Shares of
(a) Aakruti Engineers Private Limited, Mumbai
(b) Bright Resorts Private Limited, Trichur
(c) Acquarian Realtors Private Limited, Goa,
(d) M/s. Swami Vivekanand Training & Education
Centre Private Limited, Mumbai
(e) M/s. Swimwel Investments & Trading Private Limited
Mumbai

2) Special Resolution u/s. 372A of the Companies Act,


1956 authorising the Board of Directors to acquire by
way of Subscription, Purchase or otherwise, the Equity
Shares of M/s. Babylon Resort Hotels Private Limited,
Kandy, Sri Lanka

Place:
Date : Signature of the Share Holders(s)

why go any where else


INSTRUCTIONS

1. A member desiring to exercise vote by Postal Ballot should complete this Postal Ballot Form and send
it to the Company in the attached self-addressed envelope. Postage will be borne and paid by the
Company. However envelopes containing Postal Ballots, if sent by courier at the expense of the
Registered Shareholder will also be accepted.

2. The self-addressed envelope bears the name of the scrutinizer appointed by the Board of Directors of
the Company.

3. This Form should be completed and signed by the shareholder. In case of joint holding, this form
should be completed and signed (as per the specimen signature registered with the Company) by the
first named shareholder and in his absence, by the next named shareholder.

4. Incomplete and Unsigned Postal Ballot Form will be rejected.

5. Duly completed Postal Ballot Form should reach the Company at its Registered Office not later than
close of business hours i.e. 6.00 p.m. on Wednesday, 22 nd March, 2006. All Postal Ballot Forms
received after this date will be strictly treated as if reply from such shareholder has not been received.

6. In case of shares held by companies, trusts, societies, etc., the duly completed Postal Ballot Form
should be accompanied by a certified true copy of Board Resolution/Authority.

7. Voting rights shall be reckoned on the paid up value of shares registered in the name of the sharehold-
ers on the date of despatch of the Notice.

8. Members are requested not to send any other paper along with the Postal Ballot Form in the enclosed
self addressed pre-paid envelope in as much as all such envelopes will be sent to the scrutinizer and
any extraneous paper found in such envelope would be destroyed by the Scrutinizer.

9. A Shareholder may request for a duplicate postal ballot form, if so required. However, the duly filled in
duplicate postal ballot form should reach the Scrutinizer not later than the date specified at item no. 5
above.

10. A shareholder need not use all his votes nor he needs to cast all his votes in the same way.

why go anyware else


The address to be printed on the self-addressed envelopes

Mrs. Rashida Adenwala


(SCRUTINIZER FOR POSTAL BALLOT)
COUNTRY CLUB (INDIA) LIMITED
Regd. Office: “Amrutha Castle”, 5-9-16, Saifabad,
Opp: Secretariat, Hyderabad – 500 004, Andhra Pradesh
Phone: 040- 55783009; 55360641
Fax: 040-55828222
ESSAR SHIPPING PORTS & LOGISTICS LIMITED
(formerly known as Essar Shipping Limited)
Registered Office: 2494, 17th Main, HAL II Stage, Bangalore – 560008
Notice pursuant to Section 192A of the Companies Act, 1956

Dear Shareholder(s)

Notice is hereby given to the Members of Essar Shipping Ports & Logistics Limited (“the Company”) for passing
the following resolution through Postal Ballot pursuant to Section 192A of the Companies Act, 1956 read with the
Companies (Passing of Resolution by Postal Ballot) Rules, 2001 (including any statutory modification or re-enactment
thereof for the time being in force). The Company is seeking the consent of its members through the Resolutions
proposed to be passed by Postal Ballot in respect of the following Special Business:

1. To amend the Main Objects 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 by Postal Ballot:
“RESOLVED that pursuant to Section 17 and other applicable provisions, if any, of the Companies Act, 1956 and
subject to such consents and approvals as may be required, “the Main Objects” given under Clause III A of the
Memorandum of Association be and are hereby altered by deleting the existing Clause 3 and replacing it with the
following:”
“To carry on the business as logistic providers, transporters, booking agents, forwarding agents, clearing agents,
shipping agents, warehousers, exporters and importers, for transport or movement of goods, live stock and
passengers through roadways, ropeways, railways, airways and waterways or any other mode of transport,
and to make arrangements with transporters, airlines, shipping agents, or other concerns engaged in logistics
including carriage or transport of goods, live stocks or passengers in any manner, both inland and overseas.”

2. To shift the Registered Office of the Company from the State of Karnataka to the State of Gujarat
To consider and, if thought fit, to pass, with or without modification, the following resolution as a Special Resolution
by Postal Ballot:
“RESOLVED that pursuant to Section 17 and other applicable provisions, if any, of the Companies Act, 1956 and
subject to the approval of the Central Government, the Registered Office of the Company be shifted from the
State of Karnataka to the State of Gujarat.”
“RESOLVED FURTHER that Clause II of the Memorandum of Association of the Company be suitably altered
to reflect the situation of the Registered Office of the Company after effecting the change in the Registered
Office.”
“RESOLVED FURTHER that the Board of Directors of the Company be and are hereby authorised to do all such
acts, matters and things as may be required to effect the change in the Registered Office of the Company.”

3. To issue Corporate Guarantee


To consider and, if thought fit, to pass, with or without modification, the following resolution as a Special Resolution
by Postal Ballot:
“RESOLVED that pursuant to the provisions of Section 372A and other applicable provisions, if any of the
Companies Act, 1956, (the Act), the consent of the Company be and is hereby accorded for granting loans to,
furnishing guarantees or providing security in connection with a loan or acquiring the securities of any body
corporate upto an aggregate amount of US$ 100,000,000 (United States Dollars One Hundred Million) or
equivalent in Indian Rupees, including any loans or guarantees already given or security already created or
securities already acquired by the Company, including the issue of the corporate guarantee of US$ 65,000,000
(United States Dollars Sixty Five Million) (the “Corporate Guarantee”) by the Company on November 1, 2007 in
favour of ICICI Bank Limited, Bahrain, guaranteeing the repayment of principal, interest and all other amounts
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relating to the loan of US$ 60,000,000 (United States Dollars Sixty Million) for a term of one year granted by the
said ICICI Bank Limited to Essar Shipping & Logistics Limited.”
“RESOLVED FURTHER that the aforesaid resolution shall be effective from October 1, 2007 and that the Board
of Directors of the Company be and are hereby empowered to do all necessary acts and things, sign and file
all necessary papers and documents and for this purpose to nominate one or more officials who shall also be
authorised likewise from time to time to give effect to the above resolution.”
4. To increase the borrowing limits of the Company
To consider and, if thought fit, to pass, with or without modification, the following resolution as an Ordinary
Resolution by Postal Ballot:
“RESOLVED that pursuant to sub-section (1)(d) of Section 293 of the Companies Act, 1956 and other enabling
provisions, if any, of the said Act and subject to the approval of such other authority/institution as may be required,
the Board of Directors of the Company be and are hereby authorised and shall be deemed to have always been
so authorised to raise or borrow, for and on behalf of the Company, any sum or sums of money from time to
time from State or Central Government or one or more bodies corporate or Banks or Financial Institutions or
Overseas Corporate Bodies or Foreign Financial Institutions or any other agency, either domestic or foreign or
the public either Resident/Non-resident by way of cash credit, advances, deposits or bridge loans, term loans
or any other loans either in Indian Currency or in foreign currency, whether unsecured or secured by mortgage,
charge, hypothecation or pledge of the Company’s assets and properties whether movable and/or immovable or
stock-in-trade (including book debts, bills, raw materials, stores and spare parts and components in stock or in
transit) and debts and advances, notwithstanding that the sum or sums so borrowed together with the sums, if
any, already borrowed by the Company (apart from the temporary loans obtained from the Company’s bankers in
the ordinary course of business) may exceed in the aggregate of the paid-up capital of the Company and its free
reserves, that is to say, Reserves not set apart for any specific purposes so that the total amount upto which the
moneys may be so borrowed in excess of the paid up capital and free reserves shall not at any one time exceed
Rs. 4,000 Crores (Rupees Four Thousand Crores only)”.
“RESOLVED FURTHER that the Board of Directors of the Company be and are hereby empowered to do all
necessary acts and things, sign and file all necessary papers and documents and for this purpose to nominate one
or more officials who shall also be authorised likewise from time to time to give effect to the above resolution.”
By Order of the Board

Manoj Contractor
Company Secretary
Mumbai
May 8, 2008

Notes:
1. The explanatory statement pursuant to Section 173(2) and 192A(2) setting out the material facts is annexed
hereto.
2. The Board of Directors at their meeting held on May 8, 2008 have appointed Mr. Prem Rajani, Partner, M/s. Rajani
& Associates, Solicitors & Advocates as a Scrutiniser for conducting the Postal Ballot in a fair and transparent
manner. The Postal Ballot Form and the self-addressed postage pre-paid envelope is enclosed for the use of
Members.
3. You are requested to carefully read the instructions printed in the Postal Ballot Form and return the Form duly
completed along with the assent (for) or dissent (against), in the attached self addressed postage pre-paid
envelope so as to reach the Scrutiniser on or before June 14, 2008 to be eligible for being considered, failing
which, it will be strictly treated as if no reply has been received from the Members. The results of the postal ballot
will be announced on June 16, 2008 at the Registered Office of the Company at 11.00 am and the said date of
declaration of result of Postal Ballot will be taken to be the date of passing of the resolutions. The results will
thereafter be published in the newspapers for information of the members.
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EXPLANATORY STATEMENT UNDER SECTION 173(2) AND 192A(2) OF THE COMPANIES ACT, 1956.
Item No. 1
The Company is in the process of integrating the ports, drilling and logistics services with the shipping business. With
interests in dry bulk ports and oil terminals, crude and dry bulk carriers, port to plant logistics and oil field services,
this integration will enable your Company to provide end-to-end logistics solution to its customers. The Company has
recently changed its name to Essar Shipping Ports & Logistics Limited to reflect the new identity of the Company.
The Company is also exploring opportunities for organic and inorganic growth in all the above businesses. With a view
to appropriately reflect the changes mentioned above, it is proposed to delete Clause 3 of the “Main Objects” of the
Memorandum of Association and replacing the same with the objects of providing logistics services. It will also enable
the Company to enlarge its area of operations.
The present Clause 3 reads as under:
“To carry on the business as logistic providers, transporters, booking agents, forwarding agents, clearing agents, shipping
agents, warehousers, exporters and importers, for transport or movement of goods, live stock and passengers through
roadways, ropeways, railways, airways and waterways or any other mode of transport, and to make arrangements with
transporters, airlines, shipping agents, or other concerns engaged in logistics including carriage or transport of goods,
live stocks or passengers in any manner, both inland and overseas.”
Section 17 of the Companies Act, 1956 provides, inter alia, that the amendment to the objects clause requires the
approval of the members vide a Special Resolution.
Section 192A of the Companies Act, 1956 read with Companies (Passing of Resolutions by Postal Ballot) Rules, 2001
further requires the resolutions for alteration of objects clause to be approved by the members through Postal Ballot.
Accordingly, the consent of the members is being sought pursuant to the provisions of Section 17, Section 192A read with
the provisions of Companies (Passing of Resolutions by Postal Ballot) Rules, 2001 and all other applicable provisions
of the Companies Act, 1956.
The altered Memorandum of Association of the Company will be available for inspection at the Registered Office of the
Company during office hours on all working days upto Friday, June 14, 2008.
The Board recommends the Special Resolution at item no. 1 of the accompanying notice for approval by the members.
None of the Directors of the Company are in any way concerned or interested in the proposed resolution.

Item No. 2
The integration of the businesses, as mentioned at explanatory statement no.1 above, has enabled your Company
to acquire majority stake in the port businesses of the Group. The Company’s present subsidiaries viz. Vadinar Oil
Terminal Limited and Essar Logistics Limited are already providing terminal and logistics services at Vadinar and Hazira
in Gujarat. With the integration of all the businesses, all the ports, terminal and logistics assets of the Company would
be situated in the State of Gujarat. The fleet of the Company and its subsidiaries also call on the ports of Gujarat on a
regular basis.
With a view to have better co-ordination and control over the operations and also to carry on its business more
economically and efficiently, it is proposed to shift the registered office of the Company to the State of Gujarat. Clause
II of the Memorandum of Association will be suitably altered to reflect the situation of the Registered Office. The shifting
of the registered office is subject to the approval of the Company Law Board and such other approvals as may be
required.
Section 17 of the Companies Act, 1956 provides, inter alia, that the shifting of the registered office from one state to
another requires the approval of the members vide Special Resolution.
Section 192A of the Companies Act, 1956 read with Companies (Passing of Resolutions by Postal Ballot) Rules, 2001
further requires the resolutions for change in place of Registered Office outside local limits of any city, town or village to
be approved by the members through Postal Ballot. Accordingly, the consent of the members is being sought pursuant
to the provisions of Section 17, Section 192A read with the provisions of Companies (Passing of Resolutions by Postal
Ballot) Rules, 2001 and all other applicable provisions of the Companies Act, 1956.
The altered Memorandum of Association of the Company will be available for inspection at the Registered Office of the
Company during office hours on all working days upto Friday, June 14, 2008.

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The Board recommends the Special Resolution at item no. 2 of the accompanying notice for approval by the members.
None of the Directors of the Company are in any way concerned or interested in the proposed resolution.

Item No. 3
Pursuant to the Section 372A of the Companies Act, 1956, the Board at its meeting held on October 31, 2007 had
approved issuance of a corporate guarantee of US$ 65,000,000 (United States Dollars Sixty Five Million) in favour of
ICICI Bank Limited, Bahrain (ICICI Bank), for a term loan extended by ICICI Bank to Essar Shipping & Logistics Limited,
Cyprus. The issuance of the said guarantee was subject to confirmation of the members at a General Meeting.
Subsequently, as per the requirements of Section 372A of the Companies Act, 1956, approval of the members was
obtained at the Extra-ordinary General Meeting of the Company held on February 23, 2008.
Section 192A of the Companies Act, 1956 which lays down the provisions of passing of resolutions by Postal Ballot
prescribes that the issuance of guarantees and loans and investments in excess of the limit prescribed under Section
372A also require the approval of the members vide postal ballot.
Hence, even though the approval of the members has been obtained at the Extra-ordinary General Meeting, approval
of the members is now sought authorising the issuance of the guarantee as stated in the resolution contained in the
accompanying notice through postal ballot.
The Board accordingly recommends the Special Resolution at item no. 3 of the accompanying notice for approval by
the members.
Shri. S. N. Ruia, Shri. R. N. Ruia, Shri. Anshuman Ruia and Shri. Rewant Ruia may be considered as concerned or
interested in this resolution.
Your approval is sought to the resolution in the Notice 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.

Item No. 4
The members have at their meeting held on July 17, 1998 approved borrowings by the Company in excess of the paid
up share capital and free reserves to the extent of Rs. 3,000 crores.
With the proposed expansion plans of the Company, there may be requirement to borrow monies from banks, financial
institutions, etc., which together with the monies already borrowed may exceed the limit of Rs. 3,000 crores as earlier
approved by the members.
In view of the same, your Directors recommend that the said limit to borrow money in excess of the paid up capital and
free reserves be increased from Rs. 3,000 crores to Rs. 4,000 crores.
As per the provisions of Section 293(1)(d) of the Companies Act, 1956, no company can borrow in excess of the paid up
share capital and free reserves unless authorised by a Resolution passed by the members.
The Board accordingly recommends the Ordinary Resolution at item no. 4 of the accompanying notice for approval by
the members.
None of the Directors of the Company are in any way concerned or interested in the proposed resolution.
Your approval is sought to the resolution in the Notice 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.
By Order of the Board

Manoj Contractor
Company Secretary
Mumbai
May 8, 2008

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