NOTICE is hereby given that the Extra -General Meeting of M/s. CES LIMITED (Formerly known as Serve All Enterprise Solutions Limited) will be held on Friday, 24 th day of June 2016, at 04:00 P.M. at the Registered Office of the Company at Plot. No.42, Sagar Society, Road No.2, Banjara Hills, Hyderabad-500 034 to consider the following Business: SPECIAL BUSINESS: 1. CHANGE OF REGISTERED OFFICE OF THE COMPANY. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: RESOLVED THAT Pursuant to Provisions of section 12 and any other provisions of the Companies Act,2013 and Companies (Incorporation) Rules, 2014 and any other applicable provisions if any, the Registered office of the company be and is hereby shifted from its present location at Plot No.42 Sagar Society, Road No.2, Banjara Hills, Hyderabad- 500034 to Seventh Floor, Tower-A, Ramky Selenium Building, Nanakramguda, Gachibowli, Hyderabad- 500032, under the jurisdiction of Gachibowli police station. RESOLVED FURTHER THAT, Shri Mohana Rao Kancharla, be and is hereby authorized to sign, execute any deeds, documents and file with the Registrar of Companies, Hyderabad, the required e-form, and any other statutory body or if required verification of the situation of the registered office of the company. 2. ALTERATION OF ARTICLES OF ASSOCIATION OF THE COMPANY. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Section 14 and Companies (Incorporation) Rules 2014 and any other applicable provisions, if any, of Companies Act, 2013, (including any statutory modifications or re-enactment thereof, for the time being in force), and the rules framed there under, consent of the Board of Directors of the Company be and is hereby accorded, subject to the approval of the Registrar of Companies, Hyderabad and subject to the approval of Shareholders in General Meeting, shall alter the Articles of Association of the Company, which shall Insert following Article 100 to 103 under the heading BORROWING POWERS. 100. The Board May from Time to time at its discretion subject to the provisions of the Act, raise or borrow, either from the directors or from elsewhere and secure the payment of any sum or sums of money for the Purpose of the Company. The Board may also raise or secure the repayment of such sum or sums in such manner and upon such terms and conditions in all respects as it thinks fit, and in particular, by the issue of bonds perpetual or redeemable debenture stock or any mortgage, charge or other security on the undertaking of the whole or any part of the property of the Company (both Present and future) including its uncalled capital for the time being.
101. If any uncalled capital of the Company is included in or charged by the mortgage or other security the Board may by an instrument under the Company Seal authorize the person in whose favour such mortgage or security is executed or any other person in trust for him to collect money in respect Of calls made by the Board of members in respect of such uncalled capital and the provisions herein before contain in regard to call shall mutatis mutandis apply to calls made under such authority; and such authority may be made exercisable either conditionally or unconditionally, either presently or contingently and either to the exclusion of the directors powers or otherwise and shall be assignable if expressed so to be. 102. Debentures, Debenture stock bonds and other securities may be made assignable free from any equities, between the Company and the persons to whom the same may be issued. 103. Subject to the provisions of the Act any debenture, bonds or other securities may be issued by the Company at discount, premium or otherwise, with any special privileges as to redemption, surrender, drawings, allotment of shares, appointment of the Directors or otherwise Debentures and bonds with right to allotment of or Conversion into shares shall not be issued except with the sanction of the Company in General meeting and Compliance of the provisions of the Act. FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, Shri Mohana Rao Kancharla, Director of the Company be and is hereby authorized, on behalf of the Company, to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid resolution along with filing of necessary E-form with the Registrar of Companies, Hyderabad. 3. CONSENT OF SHAREHOLDERS UNDER SECTION 180 (1) (C) OF COMPANIES ACT, 2013 AND RATIFICATION OF LOAN SANCTION/APPROVED BY ICICI BANK: To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: RESOLVED THAT, pursuant to the provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof, for the time being in force, and consent of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the Board which term shall be deemed to include any Committee of the Board), to borrow any sum or sums of money from time to time at its discretion, for the purpose of the business of the Company, from any one or more Banks, Financial Institutions and other Persons, Firms, Bodies Corporate, notwithstanding that the monies to be borrowed together with the monies already borrowed by the Company (apart from temporary loans obtained from the Company s Bankers in the ordinary course of business) may, at any time, exceed the aggregate of the paid-up share capital of the Company and its free reserves (that is to say reserves not set apart for any specific purpose), subject to such aggregate borrowings not exceeding the amount which is Rs.200,00,00,000/- (Rupees Two Hundred crore only) over and above the aggregate of the paid-up share capital of the Company and its free reserves (that is to say reserves not set apart for any specific purpose) and that the Board be and is hereby empowered and authorised to arrange or fix the terms and conditions of all such monies to be borrowed from time to time as to interest, repayment, security or otherwise as it may, in its absolute discretion, think fit.
RESOLVED FURTHER THAT, the Company had applied for a loan Rs.20,00,00,000/-(Rupees Twenty Crore) from ICICI Bank, Which has been sanctioned/ Approved and some amount has been disbursed for its business purpose, and same shall be ratified by the Shareholders of the Company and Board of Directors are hereby authorized on behalf of the shareholders to raise the loan up to Rs.200,00,00,000/- (Rupees Two Hundred crore only), at any time, exceeding the aggregate of the paid-up share capital of the Company and its free reserves upto 31 st March, 2019. RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorized to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary, proper, or desirable and to settle any question, difficulty, doubt that may arise in respect of the borrowing(s) aforesaid and further to do all such acts, deeds and things and to execute all documents and writings as may be necessary, proper, desirable or expedient to give effect to this resolution. 4. CONSENT OF SHAREHOLDERS UNDER SECTION 180(1)(A) OF THE COMPANIES ACT 2013 FOR, PRESENT AND FUTURE, IN FAVOUR OF LENDERS AND RATIFICATION OF CHARGE CREATED IN FAVOR OF ICICI BANK. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 ( the Act ) read with the Companies (Meetings of Board and its Powers) Rules, 2014 including any statutory modification(s) or re-enactment(s) thereof, for the time being in force,, consent of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the Board which term shall be deemed to include any Committee of the Board) for creation of charge / mortgage / pledge / hypothecation / security in addition to existing charge / mortgage / pledge / hypothecation / security, in such form and manner and with such ranking and at such time and on such terms as the Board may determine, on all or any of the moveable and / or immovable properties, tangible or intangible assets of the Company, both present and future and / or the whole or any part of the undertaking(s) of the Company, as the case may be in favour of the Lender(s), Agent(s) and Trustee(s), for securing the borrowings availed / to be availed by the Company by way of loan(s) (in foreign currency and / or rupee currency) and securities (comprising fully / partly convertible debentures and/or non convertible debentures with or without detachable or non detachable warrants and / or secured premium notes and / or floating rate notes / bonds or other debt instruments), issued / to be issued by the Company including deferred sales tax loans availed / to be availed by various Units of the Company, from time to time, subject to the limits approved under Section 180(1)(c) of the Act together with interest at the respective agreed rates, additional interest, compound interest in case of default, accumulated interest, liquidated damages, commitment charges,, remuneration of the Agent(s) / Trustee(s), premium (if any) on redemption, all other costs, charges and expenses, including any increase as a result of devaluation / revaluation / fluctuation in the rates of exchange and all other monies payable by the Company in terms of the Loan Agreement(s), Debenture Trust Deed(s) or any other document, entered into / to be entered into between the Company and the Lender(s) / Agent(s) / Trustee(s) / State Government(s) / Agency(ies) representing various state government and/or other agencies etc. in respect of the said loans / borrowings / debentures / securities / deferred sales tax loans and containing such specific terms and conditions and covenants in respect of enforcement of security as may be stipulated in that behalf and agreed to between the Board and the Lender(s) / Agent(s) / Trustee(s) / State Government(s) / Agency(ies), etc.
RESOLVED FURTHER THAT, the Company had created charge/dispose/mortgage on Fourth Floor, Tower-A, Ramky Selenium Building, Nanakramguda, Gachibowli, Hyderabad-500032 at ICICI Bank, same shall be ratified by the shareholders of the Company. RESOLVED FURTHER THAT the securities to be created by the Company as aforesaid may rank prior / pari passu / subservient with / to the mortgages and /or charges already created or to be created in future by the Company or in such other manner and ranking as may be thought expedient by the Board and as may be agreed to between the concerned parties. RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorised to finalise, settle, and execute such documents / deeds / writings / papers / agreements as may be required and to do all such acts, deeds, matters and things, as it may in its absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in regard to creating mortgages / charges as aforesaid. BY ORDER OF THE BOARD M. Surya Prakash Company Secretary PLACE: HYDERABAD DATE: 30/05/2016 NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON POLL ON HIS BEHALF. APROXY NEED NOT BE AMEMBER OF THE COMPANY. A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company or if holding more than 10 % of aggregate shareholding, then such a proxy shall not act as proxy for any person or any other shareholder. In order to be effective, must be received at the office of the Company s Registrar and Share Transfer Agent- Aarthi Consultants Private Limited, 1-2-285, Domalguda, Hyderabad- 500 029 not less than 48 hours before the Commencement of the meeting. A blank proxy form is enclosed. 2. An explanatory statement pursuant to Section 102 of the Companies Act, 2013, relating to the Special Business to be transacted at the meeting is annexed as per Annexure-1. 3. The Securities and Exchange Board of India (SEBI) has mandated the submission of copy of PAN card to the Company/ Depository Participants as the case may be. Members holding shares in physical form should submit their PAN details to the Company/RTA.
4 Members are requested to bring their Client ID and DP ID or Folio Numbers, as may be applicable, for easy Identification of attendance at the meeting 5. Members desirous of getting any information about the accounts and operations of the Company are requested to submit their queries addressed to the Company Secretary at least 7 days in advance of the meeting so that the information called for can be made available at the meeting. 6. Electronic copy of the Extra- Ordinary General Meeting is being sent to all the members whose email IDs are registered with the Company/Depository Participants(s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copy of the EGM Notice is being sent in the permitted mode. 9. Electronic copy of the EGM of the Company inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent to all the members whose email IDs are registered with the Company/Depository Participants(s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copy of the EGM Notice of the Company inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent in the permitted mode. 10. Members may also note that the EGM Notice and will also be available on the Company s website www.cesltd.com for them to download. The physical copies of the aforesaid documents will also be available at the Company s Registered Office in Hyderabad for inspection during normal business hours on working days. Even after registering for e- communication, members are entitled to receive such communication in physical form, upon making a request for the same, by post free of cost. For any communication, the shareholders may also send requests to the Company s investor email id: info@cesltd.com. 11. Voting through electronic means in compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to provide members facility to exercise their right to vote at the Extra-Ordinary General Meeting (EGM) by electronic means and the business may be transacted through e-voting Services provided by National Securities Depository Limited (NSDL), Kindly Visit www.evoting.nsdl.com and select help option, you can find user manual for shareholders to caste Vote and refer Annexure-2. 12. Smt. Sharda Putcha, Practicing Company Secretary (Membership No. ACS 21717) has been appointed as the Scrutiner to scrutinize the voting and remote e- voting process in fair and transparent manner.
ANNEXURE-1 EXPLANATORY STATEMENT (Pursuant to Section 102 of the Companies Act, 2013) Annexure to Item No.1, 2, 3 & 4 of Special Business: Item No. 1. As per Provision of section 12 of the Companies Act, 2013 read with rule 22 of Chapter VII relating to be procedure to be followed for, shifting of Registered office of Company outside the local limits of any city or town requires approval of the members by Special Resolution. The Registered office of the Company is presently situated in Plot no. 42, Sagar Society, Road No. 2, Banjara Hills, Hyderabad- 500034, with a view to improve operational efficiency, the Board of Directors Considered and subject to approval of members, approved the proposal of shifting registered office to Seventh Floor, Tower-A, Ramky Selenium Building, Nanakramguda, Gachibowli, Hyderabad- 500032. The Board of Directors recommends the approval of special resolution. None of the Directors and the Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution of item No. 1 Item No. 2 As per Provisions of Section 14 of the Companies act 2013, Alteration of Articles of Association of requires shareholders approval, Board recommends the proposal for same, subject to approval of members in the general meeting. The Board of Directors has kept the draft copy of copy of Articles of Association, the members may verify if required and also the clause to be amended are mentioned in the special resolution. The Board of Directors recommends the approval of special resolution. None of the Directors and the Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution of item No. 2 Item No. 3 & 4 Keeping in view the Company s existing and future financial requirements to support its business operations, the Company may needs additional funds. For this purpose, the Company may require finance from various banks or financial institution and or lending institutions or Bodies corporates or individuals or such other persons as may deem fit by Company together with money already borrowed by the Company ( apart from temporary loans obtained from the Company from ordinary course of business) may exceed the aggregate of paid up capital and free reserves of the Company.
Hence it is proposed to increase the maximum borrowing limits upto Rs.200,00,00,000/- ( Rupees Two Hundred Crore only), Pursuant to section 180(1)(c) of the Companies Act,2013, Board of Directors cannot borrow more than the aggregate amount of the paid-up capital of the Company and its free reserves at any one time except with the consent of the members of the Company in a general meeting. In order to facilitate securing the borrowing made by the Company, it would be necessary to create charge on the assets or whole of the undertaking of the Company. Section 180(1)(a) of the Companies Act, 2013 provides for the power of Board of Directors to lease or otherwise dispose of the whole or substantially the whole of the undertaking of the Company subject to the approval of members in the general meeting. The Board recommends these resolutions for the approval of the members as Special Resolutions. The Company has got credit facilities/loan sanctioned for Rs. 20,00,00,000/- ( Rupees Twenty Crore )by ICICI Bank and Created Mortgage /charge/dispose on Fourth Floor of Tower-A, Ramky Salenium Building, Nanakramguda, Gachibowli Hyderabad -500032 in the favour ICICI Bank for expanding business operations of the Company, Board Proposes to ratify the same. Therefore Board recommends Special Resolution for your Approval. None of the Directors and the Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution of item No. 3 & 4. PLACE: HYDERABAD DATE: 30/05/2016 BY ORDER OF THE BOARD For CES LIMITED (Formerly known as Serve All Enterprise Solutions Ltd)
E Voting Instructions Details: ANNEXURE -2 The instructions for shareholders voting electronically are as under: Pursuant to provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Clause 35B of the Listing Agreement, the Company is pleased to provide members facility to exercise their right to vote at the Extra-ordinary General Meeting (EGM) 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 EGM ( remote e-voting ) will be provided by National Securities Depository Limited (NSDL). The Company has approached NSDL for providing e-voting services through our e-voting platform. In this regard, your Demat Account/Folio Number has been enrolled by the Company for your participation in e-voting on resolution placed by the Company on e-voting system. The Notice of the Extra-ordinary General Meeting (EGM) of the Company inter alia indicating the process and manner of e-voting process along with printed Attendance Slip and Proxy Form can be downloaded from the link https://www.evoting.nsdl.com The e-voting period commences on June 21 st, 2016 (9:00 am) and ends on June 23, 2016 (5:00 pm). During this period shareholders of the Company, may cast their vote electronically. The e-voting module shall also be disabled for voting thereafter. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently. 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 17th June, 2016. Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e. 17th June, 2016, may obtain the login ID and password by sending a request at evoting@nsdl.co.in or (company/ RTA email id ). NOTE: The remote e-voting end time shall be 5:00 p.m. on June 23, 2016 (5:00 pm). and the cut-off date shall be 17th June, 2016 The facility for voting through ballot paper / Poling Paper shall be made available at the EGM 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 ballot paper/poling Paper. NOTE: The Facility for Voting at EGM shall be decided by the company i.e. Ballot Paper or Poling Paper
The procedure to login to e-voting website is given below: 1. Open the attached PDF file e-voting.pdf giving your Client ID (in case you are holding shares in demat mode) or Folio No. (in case you are holding shares in physical mode) as password, which contains your User ID and Password for e-voting. Please note that the password is an initial password. You will not receive this PDF file if you are already registered with NSDL for e-voting 2. Launch internet browser by typing the URL https://www.evoting.nsdl.com/ 3. Click on Shareholder - Login. 4. Put User ID and password as initial password noted in step (1) above and Click Login. If you are already registered with NSDL for e-voting then you can use your existing user ID and password. If you forgot your password, you can reset your password by using Forgot User Details/Password option available on www.evoting.nsdl.com 5. Password Change Menu appears. Change the password with new password of your choice with minimum 8 digits/characters or combination thereof. 6. Home page of remote e-voting opens. Click on e-voting: Active Voting Cycles. 7. Select EVEN of CES Limited. Members can cast their vote online from June 21st, 2016 (9:00 am) and ends on June 23, 2016 (5:00 pm). Note: e-voting shall not be allowed beyond said time. 8. Now you are ready for e-voting as Cast Vote page opens. 9. Cast your vote by selecting appropriate option and click on Submit and also Confirm, when prompted. 10. Institutional shareholders (i.e., other than Individuals, HUF, NRI etc.) are also 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 sharadacs@gmail.com with a copy marked to evoting@nsdl.co.in.
Please note the following: A member may participate in the EGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the EGM. 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 EGM through ballot paper. The Chairman shall, at the EGM, 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 ballot paper for all those members who are present at the EGM but have not cast their votes by availing the remote e-voting facility. The Sharda Putcha i.e, 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 Company and shall make, not later than three days of the conclusion of the EGM, 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 Other information: o Login to e-voting website will be disabled upon five unsuccessful attempts to key-in the correct password. In such an event, you will need to go through 'Forgot Password' option available on the site to reset the same. o Your login id and password can be used by you exclusively for e-voting on the resolutions placed by the companies in which you are the shareholder. o It is strongly recommended not to share your password with any other person and take utmost care to keep it confidential. o Please note that if you have opened 3-in-1 account with ICICI Group i.e. bank account and demat account with ICICI Bank Limited and trading account with ICICI Securities Limited, you can access e-voting website of NSDL through their website viz.; www.icicidirect.com for the purpose of casting your votes electronically by using your existing user ID and password used for accessing the website www.icicidirect.com. Please note that in case you are not able to login through the ICICI direct website, you can also access the e-voting system of NSDL by using your existing user ID and password for the evoting system of NSDL. In case of any queries, you may refer to the Frequently Asked Questions (FAQs) for members and e- voting user manual for members available at the Downloads sections of https://www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990.
CES LIMITED Plot No.42, Sagar Society, Road No.2, Banjara Hills, Hyderabad-500034 Proxy form [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014] CIN: L55100TG1985PLC045963 Name of the company: CES LIMITED Registered office: Plot No.42, Sagar Society, Road No.2, Banjara Hills, Hyderabad-500034 Name of the member(s): Registered address:.. E-mail Id:.. Folio No/ Client Id: DP ID:.. I/We, being Member /Members of CES Limited hereby appoint 1. Name: Address: E-mail Id: Signature:., or failing him 2. Name: Address: E-mail Id: Signature:., or failing him 3. Name: Address: E-mail Id: Signature:. As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Extra ordinary General Meeting of the company, to be held on the Friday, 24th Day of June 2016, at 4.00 P.m. at Registered office Plot No.42, Sagar Society, Road No.2, Banjara Hills, Hyderabad-500034 any adjournment thereof in respect of such resolutions as are indicated below:
Special Business To Change Registered office of the Company. To Alter Articles of Association of the Company. Consent of shareholders under section 180 (1) (c) of companies act, 2013 and ratification of loan approved/ sanction by ICICI bank. Consent of shareholders under section 180(1)(a) of the companies act 2013 for,present and future, in favour of lenders and ratification of charge created in favor of ICICI bank. Signed this day of 2016 Signature of Shareholder Affix Revenue Stamp Signature of Proxy holder (s) Note: a. Proxy need not be a member of Company. b. The Proxy Form duly filled in and signed by the Member(s) across the revenue stamp should reach the Company's Registered Office at least 48 hours before the commencement of the meeting. c. Corporate members intending to send their authorized representative(s) to attend the meeting are request to send a certified copy cut here..
CES LIMITED (Formerly Known as Serve All Enterprise Solutions Limited) Plot. No.42, Sagar Society, Road No.2, Banjara Hills, Hyderabad-500 034 ATTENDANCE SLIP (Please present this slip at the entrance of the meeting venue) Regd. Folio. Shares held.. I hereby record my presence at the Extra ordinary General Meeting of the Company to be held Friday, the 24 th June, 2016 at 04.00 PM at Plot. No.42, Sagar Society, Road No.2, Banjara Hills, Hyderabad-500 034 Name of the Shareholder : Name of the Proxy : Signature of member/proxy : Note: 1) To be signed at the time of handing over this slip. Members are requested to register their names at least 15 minutes prior to the commencement of the meeting.