1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (THE
"MEETING") MAY APPOINT A PROXY OR PROXIES TO ATTEND AND VOTE ON A POLL INSTEAD
OF SUCH MEMBER. A PROXY NEED NOT BE A MEMBER.
The proxy form in order to be effective must be deposited at the registered office
of the company not less than 48 hours before the commencement of the meeting.
A person can act as a proxy on behalf of members not exceeding fifty and holding in the
aggregate not more than ten percent of the total share capital of the Company carrying
voting rights. A member holding more than ten percent of the total share capital of the
Company carrying voting rights may appoint a single person as proxy and such person shall
not act as a proxy for any other person or shareholder.
2. Corporate members intending to send their authorized representatives to attend the
Meeting are requested to send to the Company a duly certified true copy of the Board
Resolution authorizing their representatives to attend and vote on their behalf at the
Annual General Meeting.
3. In terms of Articles of Association of the Company, read with Section 160 of the
Companies Act, 2013, Mrs. Sobhag Devi Baid, Director of the Company, retires by rotation
at the ensuing Meeting and being eligible, offers herself for reappointment. The Board of
Directors of the Company recommend this re-appointment.
4. Members and Proxies attending the meeting are requested to bring their copy of
Annual Report and the attendance slip duly filled to the Meeting.
5. Members are informed that in case of joint holders attending the Meeting, only such
joint holder who is higher in the order of the names will be entitled to vote.
6. The register of members and share transfer books of the Company will be closed from
Friday, 17thJuly, 2015 to Saturday, 18thJuly, 2015 (both days
inclusive).
7. The annual report and the notice of AGM is available at the website of the Company
at www.bfldevelopers.com .
8. Members are requested to address all correspondence to MCS Share Transfer Agent
Ltd., F-65, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi-110 020, who
is acting as our Registrar and Share Transfer Agent. Please quote your folio number and
our Company's name in all your future correspondences.
9. "GO GREEN" Initiative: In support of the "Green Initiative"
announced by the Government of India and as well as Clause 32 of the Listing Agreement
executed with Stock Exchanges and applicable provisions of the Companies Act, 2013,
electronic copy of the Annual Report and this Notice, inter alia indicating the process
and manner of remote e-voti'ng along with attendance slip and proxy form are being sent by
e-mail to those Members whose e-mail addresses have been made available to the Company
unless the Member has requested for a hard copy of the same. For Members who have not
registered their e-mail addresses, physical copies of this Notice interalia indicating the
process and manner of remote e-voti'ng along with attendance slip and proxy form, will be
sent to them in the permitted mode. The Company hereby request Members who have not
updated their email IDs to update the same with their respective Depository
Parti'cipant(s) or MCS Share Transfer Agent Limited, Registrar and Share Transfer Agent
(R&T) of the Company. Further, Members holding shares in electronic mode are also
requested to ensure to keep their email addresses updated with the Depository
Participants/R&T of the Company. Members holding shares in physical mode are also
requested to update their email addresses by writing to the R&T of the Company quoting
their folio number(s).
10. Members are requested to immediately intimate change of address/bank mandate if
any, to the Registrar and Share Transfer Agent quoting reference of the registered folio
number.
11. Members whose shareholding is in the electronic mode are requested to direct change
of address notifications and updating of the bank account details to their respective
Depository Participants (DP).
12. The Register of Directors' shareholding maintained under section 170 of the
Companies Act, 2013 will be available for inspection by the members at the Annual General
Meeting.
13. The Register of Contracts maintained under section 189 of the Companies Act, 2013
will be available for inspection by the members at the Annual General Meeting.
14. Members desirous of geffing any information about the accounts and/or operation of
the Company are requested to write to the Company at least seven days before the date of
the meeting to enable the Company to keep the information ready at the meeting.
15. All the documents referred in the notice will be available for inspection by the
shareholders at the registered office of the Company between 11.00 a.m. to 5.00 p.m. on
all the working days hereof upto the date of the meeting.
16. The Securities and Exchange Board of India (SEBI) has mandated the submission of
Permanent Account Number (PAN) by every participant in securities market. Members holding
shares in electronic form are, therefore, requested to submit the PAN to their Depository
Participants with whom they are maintaining their demat accounts. Members holding shares
in physical form can submit their PAN details to the Company/Registrars and Transfer
Agents.
17. In compliance with Section 108 of the Companies Act, 2013, Rule 20 of the Companies
(Management and Administration) Rules, 2014, substituted by Companies (Management and
Administration) Amendment, Rules 2015, and Clause 35B of the Listing Agreement, the
Company has provided a facility to the members to exercise their votes electronically
through the electronic voting service facility arranged by Central Depository Services
(India) Ltd. The facility for voting, through ballot paper, will also be made available at
the Meeting and the members attending the Meeting who have not already cast their votes by
remote e-voti'ng shall be able to exercise their right at the Meeting through ballot
paper. Members who have cast their votes by remote e-voti'ng prior to the Meeting may
attend the Meeting but shall not be entitled to cast their votes again. The instructions
for e-voti'ng are annexed to the Notice.
The voting period starts at 10.00 A.M. on Tuesday, July 14, 2015 and ends at 05.00 P.M.
on Friday, July17, 2015. The remote e-voti'ng module will be disabled by CDSL for voting
thereafter.
During this period shareholders' of the Company, holding shares either in physical form
or in dematerialized form, as on the cut-off date i.e. Saturday, 11th July, 2015, may cast
their vote electronically.
18. The voting rights of shareholders shall be in proportion to their shares in the
paid up equity share capital of the Company as on Saturday, 11thJuly, 2015 (cut
off date).
19. CS Manoj Maheshwari, FCS 3355, Practising Company Secretary has been appointed as
the Scruti'nizer to scrutinize the remote e-voti'ng and poll process to be carried out at
the Meeting in a fair and transparent manner.
20. The final results including the poll and remote e-voti'ng results of the AGM of the
Company shall be declared on Monday, July 20th, 2015. The final results along
with the scrutinized report shall be placed on the Company's website www.bfldevelopers.com
and on CDSL's website immediately after the result is declared by the Chairman.
By Order of the Board of Directors
CS Harshita Maheshwari
Company Secretary and Compliance Officer.