Notice of Extraordinary General Meeting NOTICE is hereby given that an Extra-ordinary General Meeting of the Members of Mahindra Trustee Company Private Limited, (the "Company") will be held on Thursday, 21 st day of July, 2016, at 12:00 noon at the Registered Office of the Company, A Wing, 4 th Floor, Mahindra Towers, 570 P. B. Marg, P. K. Kurne Chowk, Worli, Mumbai- 40018, to transact the following items of Special Business: 1. To consider and, if thought fit, to pass, with or without modification(s), the following as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 61 and all other applicable provisions, if any, of the Companies Act, 2013 (the Act ) read with Companies (Share Capital and Debentures) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Authorised Share Capital of the Company be increased from Rs. 25,00,000 (Rupees Twenty-Five Lakhs) divided into 2,50,000 (Two Lakh Fifty Thousand) Equity Shares of Rs. 10 (Rupees Ten) each to Rs. 1,00,00,000 (Rupees One Crore) divided into 10,00,000 (Ten Lakhs) Equity Shares of Rs.10 (Rupees Ten) each by the creation of additional capital of Rs. 75,00,000 (Rupees Seventy-Five Lakhs) divided into 7,50,000 (Seven Lakh Fifty Thousand) Equity Shares of Rs. 10 (Rupees Ten) each and the Clause V (A) of the Memorandum of Association and Article 9 of the Article of Association of the Company be altered accordingly. 2. To consider and, if thought fit, to pass, with or without modification(s), the following as a Special Resolution: RESOLVED THAT pursuant to the provisions of Sections 13, 61 and all other applicable provisions, if any, of the Companies Act, 2013 (the Act ) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), consent be and is hereby given to substitute the first para of Clause V (A) of the Memorandum of Association of the Company by the following: V (A) The Authorised Share Capital of the Company is Rs.1,00,00,000 (Rupees One Crore) consisting of 10,00,00 (Ten Lakhs) Equity Shares of Rs.10 (Rupees Ten) each 3. To consider and, if thought fit, to pass, with or without modification(s), the following as a Special Resolution: RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions, if any, of the Companies Act, 2013 (the Act ) read with Companies (Share Capital and Debentures) Rules, 2014 (including any statutory modification(s) or reenactment(s) thereof for the time being in force), Article 9 of the Articles of Association of the Company be substituted by the following: 9 The Authorised Share Capital of the Company is Rs. 1,00,00,000 (Rupees One Crore) consisting of 10,00,00 (Ten Lakhs) Equity Shares of Rs.10 (Rupees Ten) each with the power of the Company to increase or reduce, from time to time its 1
Capital for the time being into other classes and to other special rights, privileges, conditions or restrictions as may be determined by or in accordance with the Articles of Association of the Company and to vary, modify or abrogate any such right, privileges of conditions or restrictions such manner as may for the time being be permitted by the Articles of Association of the Company or the legislative provision for the time being in force in that behalf. NOTES: 1. An Explanatory Statement as required under Section 102(1) of the Companies Act, 2013 in respect of the item Nos. 1, 2 and 3 of the special business is annexed hereto. 2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER. 3. The instrument appointing a Proxy must be deposited with the Company at its Registered Office not less than 48 hours before the time for holding the Meeting. By Order of the Board Registered Office: A Wing, 4 th Floor, Mahindra Towers, 570 P. B. Marg, P. K. Kurne Chowk, Worli, Mumbai- 40018. CIN : U67100MH2013PTC245464 Tel. : 91 22 6652 6000 Fax: 91 22 2498 4170 Email: mfinvestors@mahindra.com Website: www.mahindramutualfund.com 12 th July, 2016 Ravi Dayma Company Secretary 2
ANNEXURE TO NOTICE Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 Item Nos. 1, 2 and 3: Presently, the Authorised Share Capital of the Company stands at Rs. 25,00,000 (Rupees Twenty-Five Lakhs) divided into 2,50,000 ( Two lakhs Fifty Thousand) Equity Shares of Rs. 10 (Rupees Ten) each. In order to meet its business objectives, it is proposed to increase the Authorised Share Capital of the Company from Rs. 25,00,000 (Rupees Twenty-Five Lakhs) divided into 2,50,000 (Two Lakhs Fifty Thousand) Equity Shares of Rs. 10 (Rupees Ten) each to Rs. 1,00,00,000 (Rupees One Crore) divided into 10,00,000 (Ten Lakhs) Equity Shares of Rs.10 (Rupees Ten) each by the creation of additional capital of Rs. 75,00,000 (Rupees Seventy-Five Lakhs) divided into 7,50,000 (Seven Lakh Fifty Thousand) Equity Shares of Rs. 10 (Rupees Ten) each. Hence the Resolution at Item No.1. Subsequent to the increase in the Authorised Share Capital, Clause V (A) of the Memorandum of Association and Article 9 of the Articles of Association of the Company would have to be altered by passing the necessary Resolutions in the Extraordinary General Meeting of the Members of the Company. The Resolutions at Item No. 2 and 3 of the Notice are consequential upon the proposed increase in the Authorised Share Capital of the Company. Your Directors recommend the passing of the Resolutions at Item Nos. 1, 2 and 3, as Ordinary Resolution and Special Resolutions respectively. None of the Directors, Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the Resolutions as set out at Item Nos. 1, 2 and 3 of the Notice. The Memorandum and Articles of Association of the Company are open for inspection of the members at the Registered Office of the Company during the normal business hours at any time upto the date of the Extraordinary General Meeting and at the Meeting. Registered Office: A Wing, 4 th Floor, Mahindra Towers, 570 P. B. Marg, P. K. Kurne Chowk, Worli, Mumbai- 40018. CIN : U65900MH2013PTC244758 Tel. : 91 22 6652 6000 Fax: 91 22 2498 4170 Email: mfinvestors@mahindra.com Website: www.mahindramutualfund.com 12 th July, 2016 By Order of the Board Ravi Dayma Company Secretary 3
- ROUTE MAP - Extraordinary General Meeting of Mahindra Trustee Company Private Limited to be held at the Registered Office of the Company at Mahindra Towers, 4 th Floor, P. K. Kurne Chowk, Worli, Mumbai 400 018, on Thursday, the 21 st day of July, 2016, at 12:00 noon. Prominent Landmark : Near Worli T. V. Tower [Doordarshan] 4
PROXY FORM [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014] Name(s) of the Member(s) : Registered Address : E-mail ID : Folio no. / Client ID : DP ID : I/We, being the Member(s) of MAHINDRA TRUSTEE COMPANY PRIVATE LIMITED holding Equity Shares hereby appoint: 1 Name : Address : E-mail ID : Signature : or failing him/ her 2 Name : Address : E-mail ID : Signature : or failing him / her 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 Extraordinary General Meeting of Mahindra Trustee Company Privaet Limited to be held on Thursday, 21 st day of July, 2016 at 12:00 noon at Mahindra Towers, 4 th Floor, Worli, Mumbai 400 018 and at any adjournment thereof in respect of such resolutions as are indicated below : 5
Resolution No. Description Special Business 1. Increase in the Authorised Share Capital of the Company from Rs. 25,00,000 to Rs. 1,00,00,000. 2. Substitution of Clause V(A) of the Memorandum Of Association of the Company with the new clause V(A) to record the change in the Authorised Share Capital of the Company. Substitution of Article 9 of the Articles of Association of the Company with new clause to 3. record the change in the Authorised Share Capital of the Company. Signed this day of July, 2016. Signature of Shareholder Affix Revenue Stamp Signature of Proxy Holders NOTE: This form of Proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting. 6
ATTENDANCE SLIP PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL. Name and Registered Address of the shareholder : Joint Holder : Folio no. / DP ID no. : Client ID no. : No. of shares : I hereby record my presence at the Extraordinary General Meeting of Mahindra Trustee Company Private Limited held on Thursday, 21 st day of July, 2016 12.00 noon at Mahindra Towers, 4 th Floor, P. K. Kurne Chowk, Worli, Mumbai 400 018. Name(s) of the Shareholder(s)/ Representative/Proxy (IN BLOCK CAPITALS) Signature(s) of the Shareholder(s)/ Representative/Proxy Note: You are requested to bring your copy of the Annual Report to the Meeting. 7
THE COMPANIES ACT, 2013 Consent of shareholder for shorter notice [Pursuant to section 101(1)] To, The Board of Directors, Mahindra Trustee Company Private Limited Mahindra Towers, P.K.Kurne Chowk, Worli Mumbai 400 018. I / We *son of *resident of / *having Registered Office at holding Equity Shares of the Company of Rs. 10 each in our *name / joint name hereby give consent, pursuant to section 101(1) of the Companies Act, 2013, to hold the Extraordinary General Meeting on 21 st July, 2016 at a shorter notice. Signature Name.. (in Block Letters) Date :. *Strike off whatever is not applicable. 8