MPF SYSTEMS LIMITED

(Formerly known as MATHER AND PLATT FIRE SYSTEMS LIMITED)

CIN : L65999PN I993PLC0 14500

Registered Office: Greaves Compound, Chinchwad works, Bombay-Pune Road,

Chinchwad (E), Pune- 411 019 Maharashtra, India.
Tel: +91 20 27442t00 Fax: +91 20 27442tLL
Website : http : //mpfsl. co. in, E-mail address : kirtisalvi

83

@gmail. com

CERTIFIED COPY OF THE RESOLUTION PASSED BY THE BOARD OF DIRECTORS

AT THEIR MEETING HELD ON 19TH DECEMBER, 2015 AT CORPORATE OFFICE OF
THE COMPANY.

RESOLVED THAT pursuant to provision of section 12, 110 other applicable provisions of
the Companies Act, 2013 ("the Act'), read with Rule 20 and Rule 22 of Companies
(Management and Administration) Rules 2014 and other relevant rules (including any
statutory modification(s) or re-enactment thereof, the approval of Board be and is hereby
accorded to conduct a Postal Ballot to seek the approval of the members of the company for
change in address, of the company..

FURTHER RESOLVED THAT the draft notice along and Explanatory Statement for
conducting the Postal Ballot u/s 110 of the Companies Act, 2013 ('the Act') read with Rule
20, 22 of Chapter
of Companies (Management and Administration) Rules 2014 , as
placed before the Board be and is hereby approved and Mrs. Kirti Salvi, Managing Director
of the Company be and is hereby authorized to issue the notice to members.

Vll

FURTHER RESOLVED THAT Mr. Ramesh Chandra Mishra who has consented to act as
scrutiniser be and is hereby appointed as the scrutinizer for conducting the Postal Ballot
Process as per the requirement of section 1 10 of the Companies Act, 2013 ('the Act') read
with Rule 20,22 of Chapter Vll of Companies (Management and Administration) Rules
2014 relating to the Procedure to be followed for conducting business through postal ballot.
FURTHER RESOLVED THAT the calendar of events as placed before the Board for
implementing the proposed Postal Ballot Frocess as required under the Companies
(Passing of the Resolution by Postal Ballot) Rules 2001 be and is hereby approved.
FURTHER RESOLVED that Mrs. Kirti Salvi, Managing Director and Mr.Anil Kothari, Director
of the Company be made responsible for the entire Postal Ballot process and that they are

hereby jointly and severally authorized to do all things and to take all incidental and
necessary steps including sending of the notice to all the members, submission of the said
notice to the Stock exchange and publication of an advertisement in the newspapers
specifying the date of completion of dispatch of Postal Ballot and filing of this Resolution with
the Registrar of Companies, to conduct the said Postal Ballot process for and on behalf of
the Company and to settle all the question or difficulties that may arise in the course of
implementing this Resolution .

FOT MPF SYSTEMS LIMITED

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'

KIRTI SALVI
MANAGING DIRECTOR

Items of the calendar of events for Postal Ballot process by

MPF SYSTEMS LIMITED

S.
No.
1

2
3
4
5
6
7
8
9
9.1
10
11
12

Particulars

Date of event

Date of approval of the Board of directors for seeking approval

of members through Postal Ballot process for the business
notified by the Central Govt. will be transacted through postal
ballot.
Date on which consent was given by the scrutinizer to act as
such.
Date of appointment of scrutinizer.

19th
December,2015

19th
December,2015
19th
December,2015
Date of Board resolution authorizing two functional directors to 19th
be responsible for the entire poll process.
December,2015
Date of completion of dispatch of notice along with Postal Ballot 05th Feb, 2016
Form.
Filling of intimation of Board resolution and Event of calendar 05th Feb, 2016
for conducting Postal Ballot to the Stock Exchange.
Filling of intimation of Board resolution and Event of calendar 05rd Feb, 2016
for conducting Postal Ballot to the Registrar of Companies.
Publication of Notice in newspaper for postal Ballot process and 06th Feb, 2016
appointment of scrutinizer and compliance officer.
Last date for receiving Postal Ballot papers by scrutinizer.
07th
March,
2016
Last date for e-voting
07th
March
2016
Date of handing over the ballot papers to the designated 8th
March,
authority
2016
Date of signing of the minutes book by the Chairman in which 9th March,2016
the results ballot is recorded.
Date of returning the Ballot papers, register required to be 10th
maintained by the scrutinizer under rule 5(e) of the Companies March,2016
(passing of the resolutions by postal ballot) Rules, 2001 and
other related papers to the Chairman by the Scrutinizer.

FOR MPF SYSTEMSLIMITED

MANAGING DIRECTOR

MPF SYSTEMS LIMITED

(FOTMCTIY KNOWN AS

Re s i s t e re

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NOTICE OF POSTAL BALLOT

Notice is hereby given that, pursuant to Section 110 of the Companies Act, 2013 ('the Act') read with
Rule 20, 22 of Chapter
of Companies (Management and Administration) Rules 2014 relaling to the
Procedure to be followed for conducting business through postal ballot, enclosed resolutions for shifting
of the registered office of the Company outside the city limits are proposed to be passed as Special
Resolutions, by way of Postal Ballot.

Vll

1.

Shifting

of Registered Office of the Company from Pune to Mumbai, within the State of

Maharashtra
"RESOLVED THAT pursuant to provisions of Sections 12,1 10 and other applicable provisions
Companies
(Management and Administration) Rules 2014 and other relevant rules (including any statutory
modification(s) or re-enactment thereof for the time being in force) consent of the members of
the Company be and is hereby accorded to shift the Registered Office of the Company from
Pune to Mumbai within the State of Maharashtra and from one Registrar of Companies to
another Registrar of Companies.

of the Companies Act, 2013 ("the Act"), read with Rule 20 and Rule 22 of

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of
Directors be and are hereby severally authorized, on behalf of the company , to do all acts,
deeds and things as may be deem necessary, proper or desirable and to sign, execute all
necessary documents , applications and returns for purpose of giving effect to the above
resolution and to file necessary forms with Ministry of Corporate Affairs (MCA) and /or
Registrar of Companies (ROC), Mumbai."
By Order of the Board For MPF systems Limited

Place: Mumbai
Date: 3td February, 2016

K.f'/\

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Managing Director

Explanatory statement and reasons for the proposed resolution pursuant

to Section 102 of

the

Companies Act, 2013 is given hereunder.

Shifting of Registered Office of the Company from Pune to Mumbai, within the State of Maharashtra
and from one Registrar of Companies to Another Registrar of Company within the same state. The
Company was incorporated under the provisions of Companies Act, 1956 in the State of Maharashtra.
The management fo the Company was taken over recently. At present, majority of the shareholders and
Directors of the Company are located in Mumbai. Further, the Corporate Office of the Company is
located at Mumbai. To exercise better administrative and economic control which will reduce overheads,
rationalise costs, eliminate duplication of records and enable the Company to streamline its operations
as well as management of affairs of the Company, it is proposed to shift the Registered Office of the
Company from Pune to Mumbai.

The Corporate Office of the Company will continue to operate from Mumbai to co-ordinate Banking
operations and other operational purposes etc,, due to well established infrastructure of the Company in
Mumbai for handling these matters. The proposed shifting of Registered Office will enable the Company
to explore benefits of synergy, proximity and to handle its business activities more efficiently and run its
business more economically and conveniently.
The proposed shifting is not prejudicial to the interest of any party.

MPF SYSTEMS LIMITED

(Formerly known as MATHER AND PLATT FIRE SYSTEMS LIMITED)
CIN : L65999PN1993PLC014500

Registered Office: Greaves Compound, Chinchwad works, Bombay-Pune Road,

Chinchwad (E), Pune- 411 019 Maharashtra, India.
Tel: +91 2027442L00 Fax: +91 20 27442LIL
Webs ite : http ://mpfsl. co. in, E-mail address : kirtisalvi

ln terms of the provisions of Section

83

@gmail. com

12 andSection 110 of the Companies Act, 2013 readwith Rule 20

and Rule 22 of Companies (Management and Administration) Rules 2014, shifting of the Registered
Office outside the local limits of any city, town or village where such office is situated requires the
approval of Members by way of Special Resolution by Postal Ballot. The Board therefore recommends
the Resolution as set out at ltem No. 1 for approval of the members as Special Resolution.
None of the Directors, Key Managerial Personnel of the Company and their relatives is concerned or
interested, financially or otherwise, in the said Resolution.

The Company is desirous of seeking your consenUconfirmation of the above resolutions appended
below. All documents referred to in the Notice are open for inspection at the Registered Office of the
Company during office hours.

Mr. Ramesh Chandra Mishra, Practicing Company Secretary, Mumbai has been appointed by the
Company as Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.
Please read carefully the instructions printed on the back of the Postal Ballot Form and return the form
duly completed in all respects in the attached self addressed postage pre affixed stamp is being sent to
you along with a Postal Ballot Form for your consideration.
Members are requested to carefully read the instructions printed on the Form, record your assent (for)
or dissent (against) through e-voting or by filling necessary details and affixing your signature at the
designated place in the Form and return the same in original duly completed in the enclosed self
addressed, postage pre-paid envelope (if posted in lndia) so as to reach the Scrutinizer not later than
the close of working hours i.e.5.00 p.m. on Monday,07'n March 2016.

The voting period begins on Saturday, O6tn February at 9.00 A.M and ends on, Monday 07th March
2016 at 5.00 P.M. During this period shareholders' of the Company, holding shares either in physical
form or in dematerialized form, as on the cut-off date (record date) of Friday 29"' January 2016, may
cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter
The members also can exercise their votes through e-voting facility. The details as under
Pursuant to Section 1 10 of the Companies Act, 2013 ("the Act") read with Rule 22 of the Companies
(Management and Administration) Rules, 2014 ("the Rules"), made thereunder and Listing Agreement
with Stock Exchanges, MPF Systems Limited ("the Company"), of which you are a shareholder, is
pleased to provide e-Voting facility to its Members through the e-Voting platform of NSDL to exercise
rignt to vote by electronic heans and the business as set out in the Fostal ballot Notice dated 05th
February,2016 . ln this regard, your Demat AccounUFolio Number has been enrolled by the Company
for your participation in e-Voting on the Special Resolutions placed by the Company on the e-Voting
system.

The Postal Ballot Notice along with the Explanatory Statement, instructions and manner of e-Voting

proceSSandthePostalBallotFormcanbedownloadedfromthelinkor

The e-voting period will commence on 06th February,2016 at 9.00 am and will end on 07h March, 2016
at 5,00 pm. During this period, Members may cast their vote electronically. The e-voting module shall be
disabled for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall
not be allowed to change it subsequently.

The voting rights of the Member shall be in proportion to their shares of the paid up equity share capital
of the Compiny as on 29th January,2O16.
The process and manner in which e-Voting is to be carried out is given below:

2.

Open the attached PDF file 'remote e-voting.pdf with your Client lD or Folio No. as password. The
said PDF file contains your User lD and password for e-voting. Please note that the password is
an initial password.
Open the internet browser and type the following URL: https://www.evotino.nsdl.com

MPF SYSTEMS LIMITBD

(Formerly known as MATHER AND PLATT FIRE SYSTEMS LIMITED)
CIN : L65999PN1993PLC014500

Registered Office: Greaves Compound, Chinchwad works, Bombay-pune Road,

Chinchwad (E), Pune- 411 019 Maharashtra, India.
Tel: +91 20 27442L00 Fax: +91 20 27442LLL

Webs ite : http ://mpfsl.co. in, E-mail address: kirtisalvi 83 @gmail. com
3.
4.

Click on Shareholder - Login.

lf you are already registered with NSDL for e-voting then you can use your existing User lD and
password.

lf you are logging in for the first time, please enter the User lD and password provided in the
attached PDF file as initial password.
6. The Password Change Menu will appear on your screen. Change to a new password of your choice,
making sure that it contains a minimum of 8 digits or characters or a combination of both. Please
take utmost care to keep your password confidential.
7.
Once the e-voting home page opens, click on e-voting> Active Voting Cycles.
8.
Select "EVEN' (E-Voting Event Number) of MPF Systems Limited. Now you are ready for e-voting
as Cast Vote page opens.
Cast your vote by selecting appropriate option and click on "Submit" and also "Confirm" when
prompted.
10. Upon confirmation, the message "Vote cast surcessfully" witl be displayed.
11. Once the vote on the resolution is cast, the Member shall not be allowed to change it subsequently.
12. lnstitutional shareholders (i.e. other than individuals, HUF, NRl, etc.) are 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 to fcsrmc@qmail.com , with a copy marked to evotinq@nsdl.co.in.
Please note that Proxies are not allowed to cast their vote through Postal Ballot.
5.

It is strongly recommended not to share your Password with any other person and take utmost care to
keep your Password confidential. Please note that login to e-Voting website will be disabled upon
five unsuccessful attempts to key-in the correct password. ln such an event, you will need to go
through 'Forgot Password' option available on the site to re-set the same.
It may be noted that shareholders can opt for only one mode of voting i.e. either by Physical Ballot or e-

Voting. ln case of receipt of vote by both the modes, voting done through e-Voting shall prevail

and

voting done by Physical Ballot shall be treated as invalid.

ln case of any queries you may refer the Frequently Asked Questions (FAas) for Shareholders and e-

Voting user manual for Shareholders available at the "downloads" section

of

https://www.evotinq.nsdl.com or contact NSDL by email at evotinq@nsdl.co.in or call on: (022)

24994600.
Please note that you can use this login exclusively for voting on the Resolutions placed by the
companies of which you are a shareholder.

Upon completion of the scrutiny of the Forms by postal ballot and considering the e-voting , the
Scrutinizer will submit his report to the Director of the Company or any other person authorized by the
Board,

The result of the postal ballot would be announced by Director on Tuesday 8th March 2016, at the
Registered / Corporate office of the Company. The aforesaid result would be displayed at the
Registered Office of the Company, intimated to the Bombay Stock Exchange where shares of the
Company are listed, published in the Newspapers and displayed along with the Scrutinizer's report on
the Company's Website i.e.www.mpfsl.co.in

ln the event the Special Resolutions, as set out herein above, is assented to by the requisite majority of
Members by means of Postal Ballot and e-voting, the date of announcement of the results of the Postal
Ballot shall be considered to be the date of passing of the said Special Resolutions.
By Order of the Board For MPF SYSTEMS Limited

Place: Mumbai

\4. \A'{'^\..l

Date:3'd February, 2016

Managing Director

'

POSTAL BALLOT FORM

Note: Please read instructions printed overleaf carefully before exercising your vote.
Registered folio No. / DP ID No. / Client ID No.:
Name(s) of the Shareholder(s) including Jointholders, if any:
Registered address of the sole/first named
shareholder:

Number of shares held:

I/We hereby exercise my/our vote in respect of the Special resolution to be passed through postal
ballot for the business stated in the notice of the Company by sending my/our assent or dissent to
the said resolution by placing the tick (
) mark at the appropriate box below.
Item
No.

Description

1.

Special Resolution under section

12,,110 of the Companies Act, 2013
for Change of registered Office from
Pune to Mumbai within the state of
Maharashtra.

No. of
Shares

I/We assent
to the
resolution

I/We dissent
to the
resolution

Date:
(Signature of the sole/first shareholder)
Place:

INSTRUCTIONS
1.

2.
3.

A member desiring to exercise vote by postal ballot may complete this Postal Ballot Form
(no other form or photocopy of this form is permitted) and send it to the Scrutinizer in the
attached self-addressed postage stamps prepaid envelope. However, envelopes containing
postal ballots, if sent by courier at the expenses of the registered shareholder will also be
accepted.
The Board has appointed Mr. Ramesh Chandra Mishra as the Scrutinizer. The selfaddressed envelope addressed (postage charges will be paid by the Company) to the
scrutinizer has been attached herewith.
This Postal Ballot Form should be completed and signed by the shareholder. In case of
joint holding, this form should be completed and signed (as per the specimen signature
registered with the company or the respective DP) by the first named shareholder.

4.
5.
6.
7.
8.
9.

10.

11.

12.
13.
14.

In case of shares held by companies, trusts, societies etc. the duly completed Postal Ballot
Form should be accompanied by a certified true copy of the Board Resolution/letter of
Authority together with the attested specimen signature(s) of the Authorized Signatory(ies).
The exercise of vote by postal ballot is through post, therefore the right to appoint proxy is
not applicable.
Unsigned, without indication of vote and mutilated, unauthenticated Postal Ballot Form will
be liable to be rejected by the scrutinizer.
Duly completed Postal Ballot Form should reach to the scrutinizer not later then the close of
th
working hours on 07 March, 2016. Postal Ballot Form received after this date will be
strictly treated as if the reply from the member has not been received.
Voting rights shall be reckoned on the paid up value of shares registered in the name of the
shareholders on the date of dispatch of the notice.
Members are requested not to send any other paper along with the Postal Ballot Form in
the enclosed self addressed postage prepaid envelops, as it will be received by the
Scrutinizer and any extraneous paper found in such envelope would be destroyed by the
Scrutinizer.
The Board of Directors of the company has appointed Mrs.Kirti Salvi, Managing Director
and Mr. Anil Kothari, Director of the Company as the persons responsible for conducting
the entire postal ballot voting process.
A tick (
) mark should be placed in the relevant box signifying assent/dissent for the
resolution, as the case may be, before mailing the Postal Ballot Form. Incomplete,
unsigned, improperly or incorrectly tick (
) marked Postal Ballot Form will liable to be
rejected. Postal Ballot Form bearing tick (
) marks in both the columns will render the
Postal Ballot Form invalid.
The Scrutinizers decision on the validity of the postal ballot will be final. The scrutinizer will
submit his final report as soon as possible after the last date of receipt for postal ballot but
th
not later then closing business hours of 07 March, 2016.
There will be only one postal Ballot form for every folio/Client ID irrespective of the number
of joint holder(s).
The date of declaration of the result of postal ballot shall be taken to be the date of passing
of the special resolutions.