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PDF Compression, OCR, Web Optimization Using a Watermarked Evaluation Copy of CVISION Pdfcompressor PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor SC_COVER.indd 1 7/12/12 7:06 PM PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor ENTERTAINMENT NETWORK (INDIA) LIMITED ANNUAL REPORT 2011-12 NOTICE 27 NOTICE is hereby given that the THIRTEENTH Annual General modification(s), the following Resolution as a Special the Company as may be applicable or such other maximum Meeting of the Members of ENTERTAINMENT NETWORK (INDIA) Resolution:- sectoral cap/ statutory limit as applicable or as may be prescribed from time to time; LIMITED will be held at Y. B. Chavan Auditorium, Gen. Jagannath “RESOLVED THAT pursuant to the applicable provisions of Bhosale Marg, Next to Sachivalaya Gymkhana, Near Mantralaya, the Foreign Exchange Management Act, 1999 (FEMA), Foreign RESOLVED FURTHER THAT the Board be and is hereby Nariman Point, Mumbai - 400021, on Tuesday, August 14, 2012, at Exchange Management (Transfer or issue of Security by a severally authorized to do all such acts, deeds, matters and 3.00 p.m. to transact the following business: Person Resident outside India) Regulations, 2000, Policy on things; and execute all applications, documents, writings, etc. Foreign Direct Investment, the Companies Act, 1956 and all other as may be necessary, proper or expedient for the purpose Ordinary Business: applicable rules, regulations, notifications, circulars, guidelines, of giving effect to this Resolution and for matters connected 1. To receive, consider and adopt the Audited Balance Sheet of policies, laws, etc. (including any statutory modifications or re- therewith or incidental thereto; the Company as at March 31, 2012, the Profit and Loss Account enactment thereof for the time being in force) and subject to all RESOLVED LASTLY THAT the Board be and is hereby severally (the Statement of Profit and Loss) and Cash Flow Statement requisite approvals, permissions, sanctions, etc. and subject to authorized to delegate all or any of its powers which can be so for the financial year ended on that date and the Reports of the such conditions as may be prescribed by any of the concerned delegated by law to any director or officer or person(s) to give Board of Directors and Auditors thereon. authorities while granting such approvals, permissions, effect to this Resolution.” 2. To appoint a Director in place of Mr. Vineet Jain who retires by sanctions, etc. which may be agreed to by the Board of Directors 6. To consider and, if thought fit, to pass with or without rotation and being eligible, offers himself for re-appointment. of the Company and/or a duly authorized Committees thereof, modification(s), the following Resolution as a Special for the time being exercising the powers conferred by the Board 3. To appoint a Director in place of Mr. Ravindra Kulkarni who retires Resolution:- of Directors (hereinafter referred to as ‘the Board’), the consent by rotation and being eligible, offers himself for re-appointment. of the Company be and is hereby accorded for investments by “RESOLVED THAT pursuant to the provisions of Section 31 4. To appoint Messrs Price Waterhouse & Co., Chartered registered Foreign Institutional Investors including their sub- and other applicable provisions, if any, of the Companies Act, Accountants - Firm Registration Number 007567S, as Auditors accounts (hereinafter referred to as ‘FIIs’), Qualified Foreign 1956 (including any statutory modification(s) or re-enactment to hold office from the conclusion of the Thirteenth Annual Investors (hereinafter referred to as ‘QFIs’), any other permitted thereof, for the time being in force), read with Circular no. 28/ General Meeting until the conclusion of the Fourteenth Annual foreign investors in the equity shares or debentures convertible 2011 dated May 20, 2011, issued by the Ministry of Corporate General Meeting and to authorize the Board of Directors to fix into shares of the Company, by purchase or acquisition under Affairs and Sections 4, 13, 81 and other applicable provisions, if their remuneration as agreed to between the Board of Directors the Portfolio Investment Scheme or under any other approved, any, of the Information Technology Act, 2000, the existing Article and the Auditors, in addition to reimbursement of service tax authorized scheme or mode or manner under FEMA/ relevant 206 of the Articles of Association of the Company be and is and all out of pocket expenses incurred in connection with the policies/ rules/ regulations/ notifications/ circulars, etc., subject hereby deleted and in its place, the following new Article 206 be audit of accounts of the Company. to the condition that the total holding of all FIIs, QFIs, any other inserted and read as under: permitted foreign investors put together shall not exceed 26% 206. The Directors may meet together as a Board for the dispatch Special Business: (twenty six percent) of the paid up equity capital or paid up of business from time to time and shall so meet at least 5. To consider and, if thought fit, to pass with or without value of the respective series of the convertible debentures of once in every three months and at least four such meetings PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor ENIL AR 2012 (New).indd 27 7/12/2012 11:22:41 PM ENTERTAINMENT NETWORK (INDIA) LIMITED ANNUAL REPORT 2011-12 Notice 28 shall be held in every year. The Directors may adjourn and it by post to him to his registered address or (if he has no or any of the powers hereof conferred by this resolution to any otherwise regulate their meetings, as they think fit. The registered address in India) to the address, if any, in India director or to any committee or to any person(s) to give effect Directors or members of any Committee may participate in supplied by him to the Company for serving documents or to this Resolution.” notices on him or through electronic mail/ electronic mode, meetings of the Board or respective Committees through Notes: video-conference facility or any other permissible electronic if and to the extent permitted by the relevant authorities in (a) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE mode, if and to the extent permitted by the relevant the manner prescribed from time to time. GENERAL MEETING IS ENTITLED TO APPOINT A PROXY, authorities in the manner prescribed from time to time. 249. Where a document or notice is sent by post, service of WHO NEED NOT BE A MEMBER, TO ATTEND AND VOTE ON RESOLVED FURTHER THAT the Board of Directors of the the document or notice shall be deemed to be effected BEHALF OF HIMSELF/HERSELF. The instrument appointing Company be and is hereby authorized to execute and file the by properly addressing, preparing and posting a letter the Proxy should be deposited at the Registered Office of relevant documents, forms, etc. with the Registrar of Companies, containing the document or notice, provided that where the Company not less than 48 (forty eight) hours before the Maharashtra, Mumbai and other regulatory bodies and to do all a Member has intimated to the Company in advance that commencement of the Meeting. such acts, deeds, matters and things, including to delegate all documents or notices should be sent to him under a (b) The Register of Members and Share Transfer Books of the or any of the powers hereof conferred by this resolution to any certificate of posting or by registered post with or without Company will remain closed from Tuesday, August 7, 2012 to director or to any committee or to any person(s) to give effect acknowledgment due and has deposited with the Company Tuesday, August 14, 2012, both days inclusive. to this Resolution.” a sum sufficient to defray the expenses of doing so, service of the document or notice shall be deemed to be effected if (c) The relevant Explanatory Statement pursuant to Section 173 of 7. To consider and, if thought fit, to pass with or without it is sent in the manner intimated by the member and such the Companies Act, 1956 (‘the Act’), setting out material facts modification(s), the following Resolution as a Special service shall be deemed to have been effected in the case relating to the business at Item nos. 5, 6 and 7 of the Notice as Resolution:- of a notice of a meeting, at the expiration of forty eight hours set out above is annexed hereto. Pursuant to the Clause 49 of “RESOLVED THAT pursuant to the provisions of Sections 31, (48) after the letter containing the document or notice is the Listing Agreement, relevant details of the Directors seeking 53 and other applicable provisions, if any, of the Companies Act, posted and in any other case, at the time at which the letter re-appointment at Item nos. 2 and 3 of the Notice are annexed 1956 (including any statutory modification(s) or re-enactment would be delivered in the ordinary course of post and in hereto. thereof, for the time being in force), read with Circular no. 17/ case of service through electronic mail/ electronic mode (d) In terms of Section 205C of the Act, the application money 2011 dated April 21, 2011 and Circular no. 18/ 2011 dated (if and to the extent permitted by the relevant authorities received by the Company for allotment of any Securities and April 29, 2011, issued by the Ministry of Corporate Affairs and in the manner prescribed from time to time), at the time due for refund, which remain unpaid or unclaimed for a period Sections 4, 13, 81 and other applicable provisions, if any, of the when electronic mail/ electronic communication is sent to a of 7 (seven) years from the date they become due for payment Information Technology Act, 2000, the existing Articles 248 and Member.
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