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 INSTEADOF SUCH MEMBER. A PROXY NEED NOT BE A MEMBER.
The proxy form in order to be effective must be deposited at the registered officeof 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 theaggregate not more than ten percent of the total share capital of the Company carryingvoting rights. A member holding more than ten percent of the total share capital of theCompany carrying voting rights may appoint a single person as proxy and such person shallnot act as a proxy for any other person or shareholder.
2. Corporate members intending to send their authorized representatives to attend theMeeting are requested to send to the Company a duly certified true copy of the BoardResolution authorizing their representatives to attend and vote on their behalf at theAnnual General Meeting.
3. In terms of Articles of Association of the Company read with Section 160 of theCompanies Act 2013 Mrs. Sobhag Devi Baid Director of the Company retires by rotationat the ensuing Meeting and being eligible offers herself for reappointment. The Board ofDirectors of the Company recommend this re-appointment.
4. Members and Proxies attending the meeting are requested to bring their copy ofAnnual Report and the attendance slip duly filled to the Meeting.
5. Members are informed that in case of joint holders attending the Meeting only suchjoint 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 fromFriday 17thJuly 2015 to Saturday 18thJuly 2015 (both daysinclusive).
7. The annual report and the notice of AGM is available at the website of the Companyat www.bfldevelopers.com .
8. Members are requested to address all correspondence to MCS Share Transfer AgentLtd. F-65 1st Floor Okhla Industrial Area Phase-I New Delhi-110 020 whois acting as our Registrar and Share Transfer Agent. Please quote your folio number andour 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 Agreementexecuted with Stock Exchanges and applicable provisions of the Companies Act 2013electronic copy of the Annual Report and this Notice inter alia indicating the processand manner of remote e-voti'ng along with attendance slip and proxy form are being sent bye-mail to those Members whose e-mail addresses have been made available to the Companyunless the Member has requested for a hard copy of the same. For Members who have notregistered their e-mail addresses physical copies of this Notice interalia indicating theprocess and manner of remote e-voti'ng along with attendance slip and proxy form will besent to them in the permitted mode. The Company hereby request Members who have notupdated their email IDs to update the same with their respective DepositoryParti'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 alsorequested to ensure to keep their email addresses updated with the DepositoryParticipants/R&T of the Company. Members holding shares in physical mode are alsorequested to update their email addresses by writing to the R&T of the Company quotingtheir folio number(s).
10. Members are requested to immediately intimate change of address/bank mandate ifany to the Registrar and Share Transfer Agent quoting reference of the registered folionumber.
11. Members whose shareholding is in the electronic mode are requested to direct changeof address notifications and updating of the bank account details to their respectiveDepository Participants (DP).
12. The Register of Directors' shareholding maintained under section 170 of theCompanies Act 2013 will be available for inspection by the members at the Annual GeneralMeeting.
13. The Register of Contracts maintained under section 189 of the Companies Act 2013will 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 ofthe Company are requested to write to the Company at least seven days before the date ofthe 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 theshareholders at the registered office of the Company between 11.00 a.m. to 5.00 p.m. onall the working days hereof upto the date of the meeting.
16. The Securities and Exchange Board of India (SEBI) has mandated the submission ofPermanent Account Number (PAN) by every participant in securities market. Members holdingshares in electronic form are therefore requested to submit the PAN to their DepositoryParticipants with whom they are maintaining their demat accounts. Members holding sharesin physical form can submit their PAN details to the Company/Registrars and TransferAgents.
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 andAdministration) Amendment Rules 2015 and Clause 35B of the Listing Agreement theCompany has provided a facility to the members to exercise their votes electronicallythrough the electronic voting service facility arranged by Central Depository Services(India) Ltd. The facility for voting through ballot paper will also be made available atthe Meeting and the members attending the Meeting who have not already cast their votes byremote e-voti'ng shall be able to exercise their right at the Meeting through ballotpaper. Members who have cast their votes by remote e-voti'ng prior to the Meeting mayattend the Meeting but shall not be entitled to cast their votes again. The instructionsfor 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 votingthereafter.
During this period shareholders' of the Company holding shares either in physical formor in dematerialized form as on the cut-off date i.e. Saturday 11th July 2015 may casttheir vote electronically.
18. The voting rights of shareholders shall be in proportion to their shares in thepaid up equity share capital of the Company as on Saturday 11thJuly 2015 (cutoff date).
19. CS Manoj Maheshwari FCS 3355 Practising Company Secretary has been appointed asthe Scruti'nizer to scrutinize the remote e-voti'ng and poll process to be carried out atthe Meeting in a fair and transparent manner.
20. The final results including the poll and remote e-voti'ng results of the AGM of theCompany shall be declared on Monday July 20th 2015. The final results alongwith the scrutinized report shall be placed on the Company's website www.bfldevelopers.comand 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.