GALAXY ENTERTAINMENT CORPORATION LIMITED Corporate Identification Number (CIN) : L51900MH1981PLC rd

Transcription

1 GALAXY ENTERTAINMENT CORPORATION LIMITED Corporate Identification Number (CIN) : L51900MH1981PLC Regd. Office: 3 Floor, Block A, Orchid City Centre Mall, 225, Belasis Road, Mumbai Central, Mumbai Tel: Fax: investors@egalaxycorp.com Website : POSTAL BALLOT FORM 1. Name and Registered Address of e sole/ rst named Shareholder : 2. Name(s) of Joint Shareholder(s), if any (in block letters) : 3. Registered Folio No./ DP ID No./Client ID No.* (*applicable to investors holding shares in Dematerialised Form) 4. Number of equity shares held : 5. Electronic Voting Event : Number (EVEN) 6. User ID : 7. Passwo 8. I / We hereby exercise my / our vote in respect of e following Special Resolutions to be passed rough Postal Ballot for e business stated in e Postal Ballot Notice dated February 19, 2016 of e Company by conveying my / our assent or dissent to e said resolutions by placing tick ( ) mark at e appropriate box below: Item No. Description 1. Approval to Amend Clause III B, Clause III C and Clause IV of e Memorandum of Association. 2. Approval to Adopt new set of Articles of Association 3. Approval to sell investments held by e Company in its Subsidiary Company Galaxy Rain Restaurants Private Limited, which is non-operational for more an ve years. 4. Approval to sell investments held by e Company in its Subsidiary Company Rain Fruits And More Private Limited, which is non-operational for more an ve years No. of Shares for which vote cast I/We assent to e resolution (For) I/We dissent to e resolution (Against) Place: Date: Signature of Shareholder/Bene cial Owner Note: Please read carefully e instructions printed overleaf before exercising e vote.

2 Notes / Instructions 1. GENERAL INFORMATION a) There will be one Postal Ballot Form / e-voting for every Client ID No. / Folio No., irrespective of e number of joint holders. b) Members can opt for only one mode of voting i.e. eier by Postal Ballot or rough e-voting. In case you are opting for voting by Postal Ballot, en please do not cast your vote by e-voting and vice versa. In case Members cast eir votes bo by Postal Ballot and e-voting, e votes cast rough e-voting shall prevail and e votes cast rough postal ballot form shall be considered invalid. c) Voting rights in e Postal Ballot / e-voting cannot be exercised by a proxy. 2. PROCESS FOR MEMBERS OPTING FOR VOTING BY POSTAL BALLOT a) The votes should be cast eier in favour or against by putting e tick ( ) Mark in e column provided for assent or dissent. Postal Ballot Form bearing ( ) in bo e column will render e form invalid. b) The Voting shall be reckoned in proportion to a Member's share of e paid up equity share capital of e Company as on February 12, c) Members desiring to cast eir vote by Postal Ballot should complete and sign is Postal Ballot Form and send it to e Scrutinizer, Mr. Krishna Rai of Krishna Rai & Associates, Practicing Company Secretaries, at 3Floor, Block A, Orchid City Centre Mall, 225, Belasis Road, Mumbai Central, Mumbai , in e enclosed postage prepaid self-addressed envelope. Postal Ballot Forms deposited in person or sent by post or courier at e expense of e Member will also be accepted. d) Members holding shares in dematerialized from are advised, in eir own interest, to get eir signatures veri ed by eir Banker/Depository Participant (DP). Signatures should be veri ed by e Manager of e concerned Banker/DP by af xing a rubber stamp/seal mentioning name and address of e Banker/DP and name, stamp and signature of e Manager. e) In case of joint holding, is Postal Ballot Form should be completed and signed by e rst named Member and in his absence by e next named Member. f) In respect of shares held by corporate and institutional shareholders (companies, trusts, societies, etc.), e completed Postal Ballot Form should be accompanied by a certi ed copy of e relevant boa resolution / appropriate auorisation, wi e specimen signature(s) of e auorised signatory (ies) duly attested. g) The signature of e Member on is Postal Ballot Form should be as per e specimen signature furnished by National Securities Depository Limited (NSDL) / Central Depository Services (India) Limited (CDSL) or registered wi e Company, in respect of shares held in de-materialised form or in physical form, respectively. h) Completed Postal Ballot Forms should reach e Scrutinizer not later an e close of working hour's i.e. at 5.00 p.m. IST on Sunday, March 27, Postal Ballot Forms received after e closing hours will be considered invalid. i) Postal Ballot Forms which are incomplete or unsigned or defective in any manner are liable to be rejected. The Scrutinizer's decision in is rega shall be nal and binding. j) A Member seeking duplicate Postal Ballot Form or having any grievance pertaining to e Postal Ballot process can write to e Company's Registrars- TSR Darashaw Limited, 6-10 Haji Moosa Patrawala Industrial Estate, Near Famous Studio, 20, Dr. E Moses Road, Mahalaxmi, Mumbai or to e ID evoting@nsdl.co.in Duly completed and signed duplicate Postal Ballot Forms should, however, reach e Scrutinizer not later an e close of working hours as stated in point 'h' on Sunday, March 27, k) Members from whom no Postal Ballot Form is received or received after e aforesaid stipulated period shall not be counted for e purposes of passing of e resolution. l) Members are requested not to send any paper (oer an e resolution/auority as mentioned under Process for Members opting for voting by Postal Ballot point 2c above) along wi e Postal Ballot Form in e enclosed selfaddressed postage pre-paid envelope as all such envelopes will be sent to e Scrutinizer and if any extraneous paper is found in such envelope e same would not be considered and would be destroyed by e Scrutinizer. 3. PROCESS FOR MEMBERS OPTING FOR E-VOTING In compliance wi Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Sections 108, 110 and oer applicable provisions of e Companies Act, 2013, read wi e related Rules, e Company is pleased to provide e-voting facility to all its Members, to enable em to cast eir votes electronically instead of dispatching e physical Postal Ballot Form by post. The Company has engaged e services of NSDL for e purpose of providing e- voting facility to all its Members. A. In case of Members receiving e Postal Ballot Form by i. Open and open PDF le viz; galaxy e-voting.pdf wi your Client ID or Folio No. as passwo. The said PDF le contains your user ID and passwo for e-voting. Please note at e passwo is an initial passwo. ii. Launch internet browser by typing e following URL: iii. Click on Shareholder Login. iv. Insert user ID and passwo as initial passwo noted in step 3 (A) (i) above. Click Login v. Passwo change menu appears. Change e passwo wi new passwo of your choice wi minimum 8 digits/characters or combination ereof. Note new passwo. It is strongly recommended not to share your passwo wi any oer person and take utmost care to keep your passwo con dential. vi. Home page of e-voting opens. Click on e-voting: Active E-voting Cycles. vii. Select EVEN (Electronic Voting Event Number) of Galaxy Entertainment Corporation Limited. viii. Now you are ready for e-voting as Cast Vote page opens. ix. Cast your vote by selecting appropriate option and click on Submit and also click on Con rm when prompted. x. Upon con rmation, e message Vote cast successfully will be displayed. xi. xii. Once you have voted on e resolution, you will not be allowed to modify your vote. For e votes to be considered valid, e corporate and institutional shareholders (companies, trusts, societies, etc.) are required to send a scanned copy (PDF/JPG format) of e relevant Boa Resolution/ Appropriate Auorization etc. togeer wi attested specimen signature of e duly auorized signatory(ies), to e Scrutinizer rough at krishnarai@live.com marked to evoting@nsdl.co.in. B. In case of Members receiving Postal Ballot Form by Post/Courier: (i) User ID and initial passwo is provided at e bottom of e Postal Ballot Form. (ii) Please follow all steps from Sr. No. 3A (ii) to (xii) above, to cast your vote. C. If you are already registered wi NSDL for e-voting en you can use your existing user ID and passwo for Login to cast your vote. D. In case of any queries, you may refer to e 'Frequently Asked Questions' (FAQs) for Shareholders and e-voting user manual for Shareholders available at e Downloads section of NSDL's E-Voting website: You can also send your queries/ grievances relating to e-voting to e ID:- evoting@nsdl.co.in. E. The period for e-voting starts at a.m. IST on Friday, February 26, 2016 and ends at 5.00 p.m. IST on Sunday, March 27, The E-voting module shall be disabled by NSDL for voting ereafter.

3 GALAXY ENTERTAINMENT CORPORATION LIMITED POSTAL BALLOT [Notice Pursuant to Section 110 of e Companies Act, 2013, read wi Rule 22 of e Companies (Management and Administration) Rules, 2014] Dear Member, Notice is hereby given pursuant to Section 110 and oer applicable provisions of e Companies Act, 2013, (e Act ) if any, read togeer wi e Companies (Management and Administration) Rules, 2014, including any statutory modification or re-enactment ereof for e time being in force, at e resolutions appended below are proposed to be passed as special resolutions by way of postal ballot/ e-voting. The explanatory statement pertaining to e said resolutions setting out e facts concerning each item and e reasons ereof, as required in terms of Section 102 of e Act, is annexed hereto along wi a postal ballot form (e Form ) for your consideration. In e event of e resolution as set out below if assented by e requisite majority of e shareholders by means of postal ballot shall be deemed to have been passed as special resolution(s) at e general meeting of e Company. The date of announcement of e result shall be considered to be e date of e general meeting and e date of passing of e said resolution(s). The Boa of Directors of e Company has appointed Mr. Krishna Rai of M/s. Krishna Rai & Associates, Practicing Company Secretaries, Mumbai, (Membership No and Certificate of Practice No ) as e Scrutinizer for conducting e Postal Ballot process in a fair and transparent manner. Members desiring to exercise eir vote by postal ballot are requested to carefully read e instructions printed in e Postal Ballot Form and return e same duly completed in e enclosed self-addressed Business Reply Envelope. Postage of such envelope will be borne and paid by e Company. Postal Ballot Form, if sent by courier or by registered post / speed post at e expense of e Member will also be accepted. The Postal Ballot Form may also be deposited personally at e address given on e self-addressed Business Reply Envelope. The duly completed Postal Ballot Form(s) should reach e Scrutinizer not later an e close of working hours i.e. 5:00 p.m. IST on Sunday, e 27 day of March, 2016 to be eligible for being considered, failing which it will be strictly considered at no reply has been received from e Member. Members desiring to opt for e-voting as per facilities arranged by e Company are requested to read e instructions in e notes in e Notice and instructions overleaf e Form. The Scrutinizer will submit his report to e Directors/Compliance Officer of e Company after e completion of e scrutiny of e postal ballots and e-voting. The results shall be declared on or before 29 day of March, 2016 and communicated to e Stock Exchange where e Company's shares are listed, Depositories, Registrar and Share Transfer Agent and would also be displayed on e Company's website at along wi scrutinizers report. Corporate Identification Number (CIN) : L51900MH1981PLC Regd. Office: 3 Floor, Block A, Orchid City Centre Mall, 225, Belasis Road, Mumbai Central, Mumbai Tel: Fax: investors@egalaxycorp.com Website : By e Oer of e Boa For Galaxy Entertainment Corporation Limited 19 February, 2016 Mumbai Sd/- Sunil Biyani Director (DIN: ) Registered Office: 3 Floor, Block A, Orchid City Centre Mall, 225, Belasis Road, Mumbai Central, Mumbai CIN: L51900MH1981PLC investors@egalaxycorp.com Encl: (i) Notice and Explanatory Statement (ii) Postal Ballot Form and (iii) Self addressed Business Reply Envelope Item No. 1: Amendments to Clause III B, Clause III C and Clause IVof e Memorandum of Association To consider and, if ought fit, to pass wi or wiout modification(s), e following resolution as a Special Resolution: RESOLVED THAT pursuant to Sections 4, 13 and oer applicable provisions, if any, of e Companies Act, 2013, (including any statutory modifications or re-enactment ereof, for e time being in force) and e rules framed ere under, and subject to necessary registration approvals, consents, permissions and sanctions required, if any, by e jurisdictional Registrar of Companies, and any oer appropriate auority and subject to such terms, conditions, amendments or modifications as may be required or suggested by any such appropriate auorities, which terms, conditions, amendments or modifications, e Boa of Directors (hereinafter referred to as e Boa, which term shall include any of its duly auorised Committees or one or more Directors) is auorised to accept as it may deem fit, e existing Clause III B and Clause III C of e Memorandum of Association, in relation to e objects incidental or ancillary to e attainment of e main objects and oer objects, be and is hereby amended as follows: 1

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5 RESOLVED FURTHER THAT for e purpose of giving effect to e above resolution, e Boa of Directors of e Company or a Committee ereof, be and is hereby auorized to take such actions and to give all such directions as may be necessary or desirable and also to settle any question or difficulty at may arise in rega to e proposed sale and furer to do all such acts, deeds, matters and ings and to execute all such deeds, documents and writings as may be necessary, desirable or expedient in connection erewi". By e Oer of e Boa For Galaxy Entertainment Corporation Limited 19 February, 2016 Mumbai Sd/- Sunil Biyani Director (DIN: ) Registered Office: 3 Floor, Block A, Orchid City Centre Mall, 225, Belasis Road, Mumbai Central, Mumbai CIN: L51900MH1981PLC investors@egalaxycorp.com NOTES: 1) Pursuant to Section 102 of e Companies Act, 2013, read wi Companies (Management and Administration) Rules, 2014, e Explanatory Statement setting out material facts and reasons for e proposed Special Resolutions are appended herein. 2) The Postal Ballot Notice is being sent to all e Members, whose names appear in e Register of Members/list of Beneficial Owners, received from National Securities Depository Limited (NSDL)/ Central Depository Services (India) Limited as on 12 February, ) The voting shall be reckoned in proportion to a Member's share of voting rights on e paid-up Share capital of e Company as on 12 February, ) In compliance wi e provisions of Sections 108 and 110 and oer applicable provisions of e Companies Act, 2013 read wi e Companies (Management and Administration) Rules, 2014, e Company is pleased to offer e-voting facility as an option to all e Members of e Company. The Company has entered into an agreement wi NSDL for facilitating e-voting to enable e Members to cast eir votes electronically instead of dispatching Postal Ballot Form. E-voting is optional. 5) As per Companies (Management and Administration) Rules, 2014, Notice of Postal Ballot may be served on e Members rough electronic transmission. Members who have registered eir IDs wi depositories or wi e Company are being sent Notice of Postal Ballot by and Members who have not registered eir IDs will receive Notice of Postal Ballot along wi Postal Ballot Form rough post/courier. Members who have received Postal Ballot Notice by and who wish to vote rough physical Postal Ballot Form may download e Postal Ballot Form from e link or from e 'Investors' section on e Company's website 6) The results of e Postal Ballot along wi e Scrutinizer report will also be displayed at e Company's Registered Office and hosted on e website of e Company i.e., besides being communicated to e Stock Exchange on which e shares of e Company are listed. EXPLANATORY STATEMENT Explanatory Statement pursuant to section 102 of e Companies Act, 2013 in respect of special resolutions set out in e notice. Item No. 1 Amendments to Clause III B, Clause III C and Clause IV of e Memorandum of Association Wi e enactment of new Companies Act, 2013, it is considered expedient to amend e form of e existing Memorandum of Association to be in accoance wi e requirements under e Companies Act, In terms of Section 4(1)(c) of e Companies Act, 2013, e Memorandum of Association of a company is to state e objects for which e Company is proposed to be incorporated and any matter considered necessary in furerance ereof. As such, e requirements of separately indicating e main objects, incidental or ancillary objects and oer objects under e erstwhile legislation have changed. Accoingly, it is proposed to replace e existing heading of Clause III B, to move Clauses 86, 102, 108, 111 and 112 of Oer Objects in e existing Memorandum of Association, as relevant and may be required to e Clause III (B) of e revised Memorandum of Association and delete e heading Oer Objects in e existing Memorandum of Association in oer comply wi e provision of e Companies Act, It may be noted at e alterations are in e nature of additions, clarifications, restatements and consolidation of e current clauses and at e scope of e existing clauses remain substantively as before. Furer, in terms of Section 4(1)(d) of e Companies Act, 2013, e Memorandum of Association of a company is to state, in e case of a company limited by shares, at liability of its members is limited to e amount unpaid, if any, on e shares held by em. Accoingly, it is proposed to amend Clause IV of e Memorandum of Association so as to comply wi e provisions of Section 4 and 13 and oer applicable provisions, of e Companies Act, The Committee of Directors at eir meeting held on February 18, 2016 resolved to alter e Memorandum of Association as stated above to comply wi e requirements under e Companies Act, The proposed Memorandum of Association is available on e Company's website for perusal of e members. 3

6 None of e Directors, Key Managerial Personnel of Company and eir relatives are in any way, deemed to be concerned or interested financially or oerwise in e Special Resolution as set out at Item No. 1 of e Notice. Directors recommend e resolution as set out at Item No. 1 of e Notice for approval by e shareholders. Item No. 2: Adoption of New Set of Articles of Association of e Company Upon enactment of e Companies Act, 2013, various provisions of e Companies Act, 1956 have been repealed and in view of e same e Articles of Association of e Company need to be re-aligned as per e provisions of e new Act. The Boa of Directors at its meeting resolved to incorporate/substitute/alter certain provisions in terms of e Companies Act, As is would result in a number of changes in e existing Articles of Association of e Company, it was desirable to adopt a new set of Articles of Association in place of e existing Articles of Association of e Company in compliance of e provisions of Companies Act, In terms of Section 14 of e Companies Act, 2013, e consent of e Members by way of Special Resolution is required for adoption of new set of Articles of Association of e Company. The proposed new draft Articles of Association is being uploaded on e Company's website for perusal by e shareholders. None of e Directors, Key Managerial Personnel of Company and eir relatives are in any way, deemed to be concerned or interested financially or oerwise in e Special Resolution as set out at Item No. 2 of e Notice. Directors recommend e resolution as set out at Item No. 2 of e Notice for approval by e shareholders. Item No. 3 & 4 Sale of investments in non-operational subsidiary companies The Company holds 12, 52,142 equity shares of Rs. 10/- each aggregating to 70% of e paid up equity share capital of Rain Fruits and More Private Limited (RFMPL) and equity shares of Rs. 10/- each aggregating to 100% of e paid up equity share capital of Galaxy Rain Restaurants Private Limited (GRRPL). Bo RFMPL and GRRPL have not undertaken any business activities for more an five years and hence non-operational. Accoingly, considering e administrative convenience, e Directors propose to sell e aforesaid investments subject to your approval. In terms of Section 180(1)(a) of Companies Act, 2013, Company needs to obtain e approval of e members by way of special resolution to sell, lease or oerwise dispose of e whole or substantially e whole of e undertaking of e Company. Directors of e Company resolved to seek e consent of members for e sale of e aforesaid investment held by e Company in RFMPL and GRRPL rough postal ballot pursuant to Section 180(1)(a) of e Companies Act, 2013 read wi oer applicable provisions of e Act and Rules ereof and provisions of SEBI(Listing Obligations and Disclosure Requirement) Regulations, 2015 and uniform Listing Agreement executed by e Company wi e Stock Exchange. As per e provisions of Rule 22(16)(i) of e Companies (Management and Administration) Rules, 2014, e resolution for sale of e whole or substantially e whole of an undertaking of a company giving as specified under Section 180(1)(a) of e Act can be passed only rough Postal Ballot process.directors recommend e resolutions as set out at item no. 3 and 4 of e Notice for your approval. Directors, Key Managerial Personnel, and eir relatives who are members of e Company, may be deemed to be concerned or interested in e Item No. 3 and 4 of e accompanying notice only to e extent of eir respective shareholding in e Company, to e same extent as at of every oer member of e Company. Copy of e relevant documents wi rega to item no. 3 and 4 is available for inspection of e members at e Registered Office of e Company during e office hours on all working days up to e date of announcement of e results of is Postal Ballot. By e Oer of e Boa For Galaxy Entertainment Corporation Limited 19 February, 2016 Mumbai Sd/- Sunil Biyani Director (DIN: ) Registered Office: 3 Floor, Block A, Orchid City Centre Mall, 225, Belasis Road, Mumbai Central, Mumbai CIN: L51900MH1981PLC investors@egalaxycorp.com 4