REG - Federal Bank Ltd The - Notice of Annual General Meeting <Origin Href="QuoteRef">FED.NS</Origin> - Part 3

Federal BankAnnouncement

01/08/2016 14:25

- Part 3: For the preceding part double click  ID:nRSA8685Fb 

conditions of any issuance of NCDs/Long Term Bonds by
the Bank for a period of 1 (one) year from the date on which the members have
provided the approval by way of a special resolution proposed as per Item
No.14 above. The pricing of the NCDs /long term bonds would be in accordance
with the applicable statutory guidelines, for cash, either at par or premium
or at a discount to face value depending upon the prevailing market
conditions. 
 
Section 42 of the Companies Act, 2013 read with the Companies (Prospectus and
Allotment of Securities) Rules, 2014 provides that a company can make private
placement of securities subject to the condition that such subscription of
securities has been previously approved by the shareholders of the company, by
a special resolution, for each of the offers or invitations. In case of offer
or invitation for subscription of "NCDs", it shall be sufficient if the
company passes a special resolution only once in a year for all the offers or
invitations for subscriptions of such debentures during the year. 
 
Accordingly, the approval of Members is being sought by way of special
resolution as set out at Item No. 14 of this Notice for borrowing/raising
funds in Indian currency by issue of debt securities on private placement
basis. 
 
Your Directors, therefore, recommend the special resolution, as set forth in
Item No. 14 of this Notice, for the approval by Members of the Bank. 
 
None of the directors/key managerial personnel of the Bank or their relatives
are concerned or interested in the resolution. 
 
Relevant documents referred to in the accompanying Notice for items 12,13 and
other items as may be necessary, are open for inspection and copies thereof
shall also be made available for inspection in physical or electronic form to
the Members of the Bank at the Registered Office / Corporate Office of the
Bank on all working days (Monday to Saturday) between 10.00 A.M. to 5 P.M from
01st August 2016 up to the date of the Annual General Meeting. 
 
By order of the Board of Directors 
 
Place: Aluva                                                                  
             Girish Kumar Ganapathy 
 
Dated: June 21, 2016                                                          
          Company Secretary 
 
FOR THE ATTENTION OF SHAREHOLDERS 
 
Proxy Form and Attendance Slip 
 
A blank proxy form with an attendance slip is sent along with the Notice.
Shareholders are requested to detach the attendance slip and produce it for
verification at the venue of the meeting. 
 
Queries at the AGM 
 
Shareholders wishing to make queries at the AGM on the published accounts,
Directors' Report or any aspect of the working of the Bank may write to: 
 
The Company Secretary 
 
The Federal Bank Limited 
 
Federal Towers, P.B. No.103, Aluva - 683 101 
 
so as to reach him latest by 01st August 2016 specifying the point/s requiring
clarification. 
 
Correspondence 
 
All correspondence relating to shares and dividend should be addressed to the
Bank's Registrars and Share Transfer Agents, viz: 
 
Integrated Enterprises (India) Ltd., 2nd Floor, Kences Towers, 
 
No.1, Ramakrishna Street, North Usman Road, T Nagar, Chennai - 600 017. 
 
Phone No: (044) 28140801, 28140802 Fax: 28142479 
 
email : csdstd@integratedindia.in 
 
Unclaimed Dividends 
 
Dividend warrants issued to shareholders are valid for payment for a period of
three months from the date of issue. 
 
Until passing of the Companies (Amendment) Act, 1999, shareholders who had not
encashed dividend warrants within three years from the date of issue could
claim refund from the Registrar of Companies by filing a prescribed return. In
terms of the 1999 Act, any money transferred to the unpaid dividend account of
a Company which remains unclaimed for a period of seven years from the date of
such transfer shall be transferred by the Company to the Investor Education
and Protection Fund of the Central Government (Fund) established under Section
205C(1). Further no claim shall lie against the Fund or the Bank in respect of
individual amounts, remaining unclaimed and unpaid for a period of seven years
from the dates they became due for payment and no payment shall be made in
respect of any such claims. Hence shareholders will not be able to claim the
dividend amount after its transfer to the fund. Shareholders who have not
encashed their dividend warrants for any of the years 2008-09 to 2014-15 are
requested to get the warrants revalidated by the Bank, since the outstanding
dividend will be transferred to Government of India. 
 
Change of Address and information on Bank mandate 
 
Where shares are held in the physical mode, change in the shareholder's
address(along with proof of address) may be notified to the Registrars and
Share Transfer Agents, at the address noted above, by a separate communication
showing share folio number. Holders of share in the demat mode may send such
requests to their depositories concerned including changes, if any, in the
mandate for issue of dividend. 
 
Voting through electronic means. 
 
I.  In compliance with provisions of Section 108 of the Companies Act, 2013,
Rule 20 of the Companies (Management and Administration) Rules, 2014 as
amended by the Companies (Management and Administration) Amendment Rules, 2015
and Regulation 44(1) of the Listing Obligation and Disclosure
Requirements)Regulation 2015 , the Bank is pleased to provide members facility
to exercise their right to vote on resolutions proposed to be considered at
the Annual General Meeting by electronic means and the business may be
transacted through e-Voting Services. The facility of casting the votes by the
members using an electronic voting system from a place other than venue of the
AGM ("remote e-voting") will be provided by National Securities Depository
Limited (NSDL). 
 
II. The facility for voting through polling paper shall be made available at
the AGM and the members attending the meeting who have not cast their vote by
remote e-voting shall be able to exercise their right at the meeting through
polling paper. 
 
III.                The members who have cast their vote by remote e-voting
prior to the AGM may also attend the AGM but shall not be entitled to cast
their vote again. 
 
IV.  The remote e-voting period commences on 08th August, 2016 (9:00 am) and
ends on 10th August, 2016 (5:00 pm). During this period members' of the Bank,
holding shares either in physical form or in dematerialized form, as on the
cut-off date of 05th August, 2016, may cast their vote by remote  e-voting.
The remote e-voting module shall be disabled by NSDL for voting thereafter.
Once the vote on a resolution is cast by the member, the member shall not be
allowed to change it subsequently. A person who is not a Member as on the cut
off date should treat this Notice for information purposes only. 
 
V. The process and manner for remote e-voting are as under: 
 
A.   In case a Member receives an email from NSDL [for members whose email IDs
are registered with the Company/Depository Participants(s)] : 
 
(i)    Open email and open PDF file viz; "FBL.pdf" with your Client ID or
Folio No. as password. The said PDF file contains your user ID and
password/PIN for remote e-voting. Please note that the password is an initial
password. 
 
(ii)   Launch internet browser by typing the following URL:
https://www.evoting.nsdl.com/ 
 
(iii)  Click on Shareholder - Login 
 
(iv)   Put user ID and password as initial password/PIN noted in step (i)
above. Click Login. 
 
(v)    Password change menu appears. Change the password/PIN with new password
of your choice with minimum 8 digits/characters or combination thereof. Note
new password. It is strongly recommended not to share your password with any
other person and take utmost care to keep your password confidential. 
 
(vi)   Home page of remote e-voting opens. Click on remote e-voting: Active
Voting Cycles. 
 
(vii)  Select "EVEN" of "Federal Bank". 
 
(viii) Now you are ready for remote e-voting as Cast Vote page opens. 
 
(ix)  Cast your vote by selecting appropriate option and click on "Submit" and
also "Confirm" when prompted. 
 
(x)   Upon confirmation, the message "Vote cast successfully" will be
displayed. 
 
(xi)  Once you have voted on the resolution, you will not be allowed to modify
your vote. 
 
(xii) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.)
are required to send scanned copy (PDF/JPG Format) of the relevant Board
Resolution/ Authority letter etc. together with attested specimen signature of
the duly authorized signatory(ies) who are authorized to vote, to the
Scrutinizer through e-mail to sivarkn@svjs.in  with a copy marked to
evoting@nsdl.co.in 
 
B.  In case a Member receives physical copy of the Notice of AGM [for members
whose email IDs are not registered with the Company/Depository Participants(s)
or requesting physical copy] : 
 
(i)    Initial password is provided as below/at the bottom of the Attendance
Slip for the AGM 
 
EVEN (Remote e-voting Event Number)         USER ID              PASSWORD/PIN 
 
(ii)             Please follow all steps from Sl. No. (ii) to Sl. No. (xii)
above, to cast vote. 
 
VI.    In case of any queries, you may refer the Frequently Asked Questions
(FAQs) for Members and remote e-voting user manual for Members available at
the downloads section of www.evoting.nsdl.com or call on toll free no.:
1800-222-990. 
 
VII.   If you are already registered with NSDL for remote e-voting then you
can use your existing user ID and password/PIN for casting your vote. 
 
VIII.  You can also update your mobile number and e-mail id in the user
profile details of the folio which may be used for sending future
communication(s). 
 
IX.     The voting rights of members shall be in proportion to their shares of
the paid up equity share capital of the Company as on the cut-off date of 05th
August, 2016. 
 
X.      Any person, who acquires shares of the Bank and become member of the
Bank after dispatch of the notice and holding shares as of the cut-off date
i.e. 05th  August, 2016, may obtain the login ID and password by sending a
request at evoting@nsdl.co.in or to  csdstd@integratedindia.in 
 
However, if you are already registered with NSDL for remote e-voting then you
can use your existing user ID and password for casting your vote. If you
forgot your password, you can reset your password by using "Forgot User
Details/Password" option available on www.evoting.nsdl.com or contact NSDL at
the following toll free no.: 1800-222-990. 
 
XI.             A member may participate in the AGM even after exercising his
right to vote through remote e-voting but shall not be allowed to vote again
at the AGM. 
 
XII.            A person, whose name is recorded in the register of members or
in the register of beneficial owners maintained by the depositories as on the
cut-off date only shall be entitled to avail the facility of remote e-voting
as well as voting at the AGM through polling paper. 
 
XIII.           Mr. P. Sivakumar, partner, SVJS & Associates, Cochin, Company
Secretary in Practice, has been appointed as the Scrutinizer for providing
facility to the members of the Bank to scrutinize the voting and remote
e-voting process in a fair and transparent manner. 
 
XIV.           The Chairman shall, at the AGM, at the end of discussion on the
resolutions on which voting is to be held, allow voting with the assistance of
scrutinizer, by use of  "Poling Paper" for all those members who are present
at the AGM but have not cast their votes by availing the remote  e-voting
facility. 
 
XV.            The Scrutinizer shall after the conclusion of voting at the
general meeting, will first count the votes cast at the meeting and thereafter
unblock the votes cast through remote e-voting in the presence of  at least
two witnesses not in the employment of the Bank and shall make, not later than
two days of the conclusion of the AGM, a consolidated scrutinizer's report of
the total votes cast in favour or against, if any, to the Chairman or a person
authorized by him in writing, who shall countersign the same and declare the
result of the voting forthwith. 
 
XVI.           The Results declared alongwith the report of the Scrutinizer
shall be placed on the website of the Company www.federalbank.co.in  and on
the website of NSDL immediately after the declaration of result by the
Chairman or a person authorized by him in writing. The results shall also be
immediately forwarded to the BSE Limited, Mumbai and National Stock Exchange
Limited, Mumbai. 
 
By order of the Board of Directors 
 
Place: Aluva                                                                  
             Girish Kumar Ganapathy 
 
Dated: June 21, 2016                                                          
         Company Secretary 
 
This information is provided by RNS
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