Last checked at 13 Jun 2017 13:12
SDF-24/ /2017-18 13th June 2017
To,
The London Stock Exchange
Dear Sir,
Subject: Declaration of results of postal ballot
Pursuant to the provisions of Section 110 of the Companies Act, 2013 and the underlying rules, the Bank sought approval of shareholders through postal ballot for the following matters:
1. Raising of Capital of the Bank through Issuance of Securities
2. Increasing the ceiling limit on total holdings of FII/FPIs through primary or secondary market route, up to an aggregate limit of 74% of the paid-up share capital of the Bank.
The last date for receipt of physical postal ballot forms and for e-voting was 7th June, 2017.
Mr. P Sivakumar, Managing Partner of SVJS & Associates, Practicing Company Secretaries, who was appointed as the Scrutinizer for conducting the Postal Ballot process, has submitted his report on the same dated June 8, 2017. Based on the report, we confirm that all the resolutions as contained in the postal ballot notice dated April 28, 2017 were approved by requisite majority of shareholders. The Bank enclose herewith the voting results along with the scrutinizer's report.
Thanking you,
Yours faithfully,
For The Federal Bank Limited
Girish Kumar G
Company Secretary
M/s. The Federal Bank Limited
Disclosure under Regulation 44(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015
Details of Voting Results
Sr. No | Particulars | Details |
1. | Date of the Postal Ballot | 28th April 2017 |
2. | Total number of shareholders as on record date (cut off date for voting) that is April,28,2017 | 168881 |
3. | No. of persons present in the meeting either in person or through proxy
Promoters and Promoter Group: Public:
|
Not Applicable Not Applicable
|
4. | No. of Shareholders attended the meeting through video conferencing
Promoters and Promoter Group Public:
| Not Applicable Not Applicable |
Agenda -wise disclosure (to be disclosed separately for each agenda item:
As disclosed below.
Whether promoter/promoter group are interested in the agenda/ resolution:
Not Applicable
Mode of Voting includes both remote e-Voting and through postal ballot form.
Details of Agenda
Item No. 01: Raising of Capital of the Bank through Issuance of Securities
Resolution required: (Ordinary/ Special) | Special Resolution | |||||||
Whether promoter/ promoter group are interested in the agenda/resolution | Not Applicable
| |||||||
Category | Mode of Voting | No. of shares held (1) | No. of Votes Polled (2) | % of Votes Polled on outstanding shares (3)=[(2)/(1)]* 100 | No. of Votes- In favour (4) | No. of Votes-against (5)
| % of Votes in favour on votes polled (6)=[(4)/(2)]* 100 | % of Votes against on votes polled (7)=[(5)/(2]* 100 |
Promoter and Promoter Group | E- Voting | - | - | - | - | - | - | - |
Poll | - | - | - | - | - | - | - | |
Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
Total | - | - | - | - | - | - | - | |
Public Institutions | E- Voting
| 1,725,293,574 | 9,82,359,826 | 56.94 | 9,79,959,514 | 2,400,312 | 99.76 | 0.24 |
Poll
| NA | NA | NA | NA | NA | NA | NA | |
Postal Ballot (if applicable) | 1,725,293,574 | 1,001,310 | 0.06 | 1,001,310 | 0 | 100.00 | 0.00 | |
Total | 1,725,293,574 | 9,83,361,136 | 57.00 | 9,80,960,824 | 2,400,312 | 99.76 | 0.24 | |
Public Non-Institutions | E- Voting
| 1,725,293,574 | 1,07,439,083 | 6.23 | 1,07,420,031 | 19,052 | 99.98 | 0.02 |
Poll | NA | NA | NA | NA | NA | NA | NA | |
Postal Ballot (if applicable) | 1,725,293,574 | 3,580,642 | 0.21 | 3,545,586 | 35,056 | 99.02 | 0.98 | |
Total | 1,725,293,574 | 1,11,019,725 | 6.43 | 1,10,965,617 | 54,108 | 99.95 | 0.05 | |
Total
|
| 1,725,293,574 | 1,094,380,861 | 63.43 | 1,091,926,441 | 2,454,420 | 99.78 | 0.22 |
Item No.02 : Increasing the ceiling limit on total holdings of FII/FPIs through primary or secondary market route, up to an aggregate limit of 74% of the paid-up share capital of the Bank.
Resolution required: (Ordinary/ Special) | Special Resolution | |||||||
Whether promoter/ promoter group are interested in the agenda/resolution | Not Applicable
| |||||||
Category | Mode of Voting | No. of shares held (1) | No. of Votes Polled (2) | % of Votes Polled on outstanding shares (3)=[(2)/(1)]* 100 | No. of Votes- In favour (4) | No. of Votes-against (5)
| % of Votes in favour on votes polled (6)=[(4)/(2)]* 100 | % of Votes against on votes polled (7)=[(5)/(2]* 100 |
Promoter and Promoter Group | E- Voting | - | - | - | - | - | - | - |
Poll | - | - | - | - | - | - | - | |
Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
Total | - | - | - | - | - | - | - | |
Public Institutions | E- Voting
| 1,725,293,574 | 982,359,826 | 56.94 | 980,550,285 | 18,09,541 | 99.82 | 0.18 |
Poll | NA | NA | NA | NA | NA | NA | NA | |
Postal Ballot (if applicable) | 1,725,293,574 | 1,001,310 | 0.06 | 1,001,310 | 0 | 100.00 | 0.00 | |
Total | 1,725,293,574 | 983,361,136 | 57.00 | 981,551,595 | 1,809,541 | 99.82 | 0.18 | |
Public Non-Institutions | E- Voting
| 1,725,293,574 | 107,437,736 | 6.23 | 107,401,853 | 35,883 | 99.97 | 0.03 |
Poll | NA | NA | NA | NA | NA | NA | NA | |
Postal Ballot (if applicable) | 1,725,293,574 | 3,303,324 | 0.21 | 3,114,822 | 188,502 | 94.29 | 5.71 | |
Total | 1,725,293,574 | 110,741,060 | 6.43 | 110,516,675 | 224,385 | 99.80 | 0.20 | |
Total
|
| 1,725,293,574 | 1,094,102,196 | 63.43 | 1,092,068,270 | 2,033,926 | 99.81 | 0.19 |
COMBINED SCRUTINIZER REPORT FOR REMOTE E-VOTING AND POSTAL BALLOT FOR THE FEDERAL BANK LIMITED
08.06.2017
To
The Chairman/The Managing Director
The Federal Bank Limited
Federal Towers, P.B.No.103
Alwaye, Ernakulam - 683101
Sub: Passing of Resolution through Remote e-Voting and Postal Ballot of The Federal Bank Limited
I, CS. Sivakumar P., Company Secretary in Practice, holding Membership Number: FCS -3050 and Certificate of Practice Number - 2210, Managing Partner, SVJS & Associates, Company Secretaries, 39/3519 B, 1st Floor, Padmam Apartments, Manikkath Road, Ravipuram, Kochi, Kerala - 682 016 have been appointed as Scrutinizer for the Remote Electronic Voting and Postal Ballot voting process in respect of the under noted resolutions of The Federal Bank Limited (CIN : L65191KL1931PLC000368)
The Company had appointed National Securities Depository Limited (NSDL) as the Service Provider, for extending the facility for the remote electronic voting to the shareholders of the Company from Tuesday, 09th May, 2017, (09.00 A.M.) to Wednesday, 07th June, 2017 (5.00 P.M.). Integrated Registry Management Services Private Limited is the Registrar and Share Transfer Agent of the Company. The remote e-voting results were unblocked by me on 08.06.2017 in the presence of two witnesses. For further details kindly refer my Scrutinizer report dated 08.06.2017 attached herewith.
The result of the E-voting together with that of the Postal Ballot is as under:
Res. No. | Subject Matter of Resolution | Particulars of Business | Votes in favor of the resolution | Votes against the resolution | ||
No. | % | No. | % | |||
SPECIAL BUSINESS - SPECIAL RESOLUTION
| ||||||
1 | Raising of Capital of the Bank through Issuance of Securities | E Voting | 1087379545 | 99.78 | 2419364 | 0.22 |
Postal Ballot | 4546896 | 99.23% | 35056 | 0.77% | ||
2 | Increasing the ceiling limit on total holdings of FII/FPIs through primary or secondary market route, up to an aggregate limit of 74% of the paid-up share capital of the Bank | E Voting | 1087952138 | 99.83 | 1845424 | 0.17 |
Postal Ballot | 4116132 | 95.62% | 188502 | 4.38% | ||
The Resolutions stand passed under Remote e-Voting and Postal Ballot as Special Resolutions with requisite majority as specified under the Companies Act, 2013.
Thank You
Yours faithfully
For SVJS & Associates
Company Secretaries
P.Sivakumar
Managing Partner
C.P.2210
08.06.2017
The Chairman/The Managing Director
The Federal Bank Limited
Federal Towers, P.B.No.103
Alwaye, Ernakulam - 683101
Dear Sir
Sub: Scrutinizer's Report
The Board of Directors of the Company has appointed me as Scrutinizer for conducting the postal ballot voting process in respect of the Special Resolutions under Section 62 and 42 of the Companies Act, 2013, relevant provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and under the provisions of the Foreign Exchange Management Act, 1999 for authorizing the board of directors to make an issue of securities and increasing the ceiling limit on total holdings of FII/FPIs upto an aggregate limit of 74% of the paid up share capital, as stated in the notice sent by the Company to the shareholders.
I note that as per the instructions and conditions attached to the said Postal Ballot, duly completed postal ballots should reach the scrutinizer no later than 05.00 P. M on 07th June, 2017. Postal Ballot forms received after this date are to be strictly treated as if the reply from the member has not been received. The envelopes containing postal ballot form, if deposited in person or sent by courier at the expense of the shareholder will also be accepted.
Up to 05.00 P.M. on 07th June, 2017 as above, the total number of ballot forms received is as shown below:
Total number of Postal/Electronic Ballot Forms received : 1352
Covers which contain unfilled Postal Ballot form : 0___
1352
The summarized result of postal ballot forms received up to 05.00 P.M. on 07th June, 2017 is as under:
1. Resolution 1 : Raising of Capital
PARTICULARS | NO. OF POSTAL/ELECTRONIC BALLOT RECEIVED | NO. OF SHARES | % OF VALID VOTES RECEIVED |
Total postal/electronic ballots received | 1352 | 4589032 | - |
Less: Invalid postal ballot forms | 7 | 7080 | - |
Net Valid postal/electronic ballot received | 1345 | 4581952 | 100 |
Postal/electronic ballot with assent for the Resolution | 1329 | 4546896 | 99.23% |
Postal/electronic ballot with dissent for the Resolution | 16 | 35056 | 0.77% |
2. Resolution 2 : Increasing the ceiling limit on total holdings of FII/FPIs
PARTICULARS | NO. OF POSTAL/ELECTRONIC BALLOT RECEIVED | NO. OF SHARES | % OF VALID VOTES RECEIVED |
Total postal/electronic ballots received | 1352 | 4311714 | - |
Less: Invalid postal ballot forms | 7 | 7080 | - |
Net Valid postal/electronic ballot received | 1345 | 4304634 | 100 |
Postal/electronic ballot with assent for the Resolution | 1301 | 4116132 | 95.62% |
Postal/electronic ballot with dissent for the Resolution | 44 | 188502 | 4.38% |
I enclose a complete list of Postal Ballot forms received giving the particulars as above.
Signed on this the 08th Day of June, 2017.
For SVJS & Associates
Company Secretaries
P.Sivakumar
Managing Partner
C.P.2210
ANNEXURE-1
The Chairman/The Managing Director
The Federal Bank Limited
Federal Towers, P.B.No.103
Alwaye, Ernakulam - 683101
Consolidated Details of Postal/Electronic Ballots and votes thereon
Particulars | Resolution No.1 | Resolution No.2 | |||
No. of ballots | No. of Votes | No. of ballots | No. of Votes | ||
Total filled Postal/Electronic Ballots received | 1352 | 4589032 | 1352 | 4311714 | |
Total valid votes | 1345 | 4581952 | 1345 | 4304634 | |
Votes in favour of the Resolution | 1329 | 4546896 | 1301 | 4116132 | |
Votes against the Resolution | 16 | 35056 | 44 | 188502 | |
Total invalid votes | 7 | 7080 | 7 | 7080 | |
% of Votes in favour of the Resolution | 99.23% | 95.62% | |||
Signed on this the 08th Day of June, 2017.
For SVJS & Associates
Company Secretaries
P.Sivakumar
Managing Partner
C.P.2210
08.06.2017
The Chairman/The Managing Director
The Federal Bank Limited
Federal Towers, P.B.No.103
Alwaye, Ernakulam - 683101
Dear Sir
Sub: Report of the Scrutinizer on Remote E- Voting
I, CS. Sivakumar P., Company Secretary in Practice, holding Membership Number : FCS -3050 and Certificate of Practice Number - 2210, Managing Partner, SVJS & Associates, Company Secretaries, 39/3519 B, 1st Floor, Padmam Apartments, Manikkath Road, Ravipuram, Kochi, Kerala - 682 016, have been appointed by the Board of Directors of The Federal Bank Limited (CIN : L65191KL1931PLC000368), Federal Towers, P.B.No.103, Alwaye, Ernakulam - 683101, as the Scrutinizer for the Electronic Voting of the resolutions included in the postal ballot and Remote e voting notice.
As the Scruitinizer, I report that in compliance of the provisions of Rule 20 (4) (vi) of the Companies (Management and Administration) Rules 2014 as amended, the above remote electronic voting remained open to the members from Tuesday, 09th May, 2017, (09.00 A.M.) to Wednesday, 07th June, 2017 (5.00 P.M.).
On completion of the e-voting period, in compliance of the provisions of Rule 20 (4) (viii) and (xii) of the Companies (Management and Administration) Rules 2014, as amended, I have unblocked the votes on 08.06.2017, in the presence of two witnesses, who were not the employees of the Company. The names and signatures of the witnesses appear elsewhere in this Report.
The following is the summary of E-voting result:
ASSENT / IN FAVOUR OF |
DISSENT / AGAINST | ||||||
Resol- ution No. |
Subject Matter of Resolution |
Total No. of shares through E-voting |
No. of Votes through E-voting
|
% of votes in favour on votes through E-voting
|
% of Paid Up Capital |
No. of Votes through E-voting
|
% of votes against on votes through E-voting |
SPECIAL BUSINESS - SPECIAL RESOLUTION
| |||||||
1 | Raising of Capital of the Bank through Issuance of Securities | 1089798909 | 1087379545 | 99.78 | 63.02 | 2419364 | 0.22 |
2 | Increasing the ceiling limit on total holdings of FII/FPIs through primary or secondary market route, up to an aggregate limit of 74% of the paid-up share capital of the Bank | 1089797562 | 1087952138 | 99.83 | 63.06 | 1845424 | 0.17 |
Thank you
Yours faithfully
For SVJS & Associates
Company Secretaries
P.Sivakumar
Managing Partner
C.P.2210
Witnesses to the unblocking of votes:
1. Nikhil George Pinto
Breeze Cottage
Perumanoor, Cochin - 682015
2. Tracy Caesar
IV/1284 B, Kuruplavu Road
Kochi - 682001