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NOTICENOTICE is hereby given that an Extraordinary General Meeting of the Shareholders of Bank of India will be held on Monday, 25 March, 2019 at 11.00 AM at Bank of India Auditorium, Star House, Bandra Kurla Complex, Mumbai 400 051 to transact the following special business:
Item No. 1: Increase in Authorised Capital To consider and if thought fit, to pass, the following resolution as a Special Resolution. “RESOLVED THAT subject to approval of Government of India, in this regard, pursuant to the provisions of 3 (2A) of Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, The Nationalised Banks (Management and Miscellaneous Provisions) Scheme, 1970, Bank of India (Shares and Meetings) Regulations, 2007 and subject to the approvals, consents, sanctions, if any, of Reserve Bank of India (RBI), Government of India (GOI) and other applicable provisions, if any, (including any amendment thereto or re-enactment thereof) and the rules , schemes, circulars framed there under, consent of the shareholders of the Bank be and is hereby accorded to increase the Authorized Share Capital of the Bank from existing ` 3000,00,00,000 (Rupees Three Thousand Crore) divided into 300,00,00,000 (Three Hundred Crore) Shares of ` 10/- each to ` 6000,00,00,000 (Rupees Six Thousand Crore) divided into 600,00,00,000 (Six Hundred Crore) Shares of ` 10/- each by creation of additional 300,00,00,000 (Three Hundred Crore) Shares of ` 10/- each ranking pari passu in all respect with the existing Shares of the Company.
Item No.2 : Issue of Shares to Government of India (Promoters) on Preferential Basis.To consider and if thought fit, to pass, the following resolution as a Special Resolution:“RESOLVED THAT pursuant to the provisions of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 and Bank of India (Shares and Meetings) Regulations, 2007 and subject to the approvals, consents, sanctions, if any, of Reserve Bank of India (RBI), Government of India (GOI), Securities and Exchange Board of India (SEBI), and/ or any other authority as may be required in this regard and subject to such terms, conditions and modifications thereto as may be prescribed by them in granting such approvals and which may be agreed to by the Board of Directors of the Bank and subject to SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2018 [SEBI (ICDR) Regulations], Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and regulations as may be prescribed by RBI and other relevant authorities from time to time and subject to the Listing Agreements entered into with the Stock Exchanges where the equity shares of the Bank are listed, consent of the shareholders of the Bank be and is hereby accorded to the Board of Directors of the Bank (hereinafter called “the Board” which shall be deemed to include any Committee which the Board may have constituted or hereafter constitute, to exercise its powers including the powers conferred by this Resolution) to create, offer, issue and allot upto 51,76,33,928 equity shares of `10/- each (Rupees Ten only) for cash at `89.60 per equity share including premium of `79.60 per equity share as determined in accordance with Regulation 164 of SEBI ICDR Regulations aggregating upto ` 4638 Crore on preferential basis to Government of India (President of India).”“RESOLVED FURTHER THAT the Relevant Date for determination of the Issue Price is Friday, February 22, 2019”“RESOLVED FURTHER THAT the Board shall have authority and power to accept any modification in the proposal as may be required or imposed by the Government of India / Reserve Bank of India / Securities and Exchange Board of India / Stock Exchanges where the shares of the Bank are listed or such other appropriate authorities at the time of according/granting their approvals, consents, permissions and sanctions to issue, allotment and listing thereof and as agreed to by the Board.”“RESOLVED FURTHER THAT the said equity shares to be issued shall rank pari passu with the existing equity shares of the Bank and shall be entitled to dividend declared, if any, in accordance with the statutory guidelines that are in force at the time of such declaration.”“RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board be and is hereby authorized to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary, proper and desirable and to settle any question, difficulty or doubt that may arise in regard to the issue of the equity shares and further to do all such acts, deeds, matters and things, finalize and execute all documents and writings as may be necessary, desirable or expedient as it may in its absolute discretion deem fit, proper or desirable without being required to seek any further consent or approval of the shareholders or authorize to the end and intent that the shareholders shall be deemed to have given their approval thereto expressly by the authority of this resolution.”“RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred on it, to the Managing Director & CEO or any of the Executive Directors or such other officer of the Bank as it may deem fit to give effect to the aforesaid Resolution.”
By order of the Board
Place : Mumbai (Dinabandhu Mohapatra)Date : 26.02.2019 Managing Director & CEO
Notes:1. A SHAREHOLDER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND
AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A SHAREHOLDER. PROXY FORMS IN ORDER TO BE VALID AND EFFECTIVE MUST BE DELIVERED AT THE HEAD OFFICE OF THE BANK ON OR BEFORE THE CLOSING HOURS OF 4.30 P.M. ON WEDNESDAY 20TH MARCH 2019.
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2. No person shall be entitled to attend or vote at the meeting as a duly authorized representative of a Company or any body corporate which is a shareholder of the Bank, unless a copy of the resolution appointing him/her as a duly authorized representative, certified to be the true copy by the Chairman of the meeting at which it was passed, shall have been deposited at the Head Office of the Bank on or before the closing hours of 4.30 P.M. on Wednesday 20th March 2019.
3. For the convenience of the Shareholders, Attendance Slip-Cum-Entry Pass is annexed to this notice. Shareholders/ Proxy holders/Authorised Representatives are requested to affix their signatures at the space provided therein and surrender the same at the venue. Proxy/Authorized Representative of shareholders should state on the Attendance Slip-Cum-Entry Pass as “Proxy” or “Authorized Representative” as the case may be.
4. The explanatory statement to the items on the agenda is annexed hereto.5. The shareholders are requested to write to the Bank or to the Registrar and Share Transfer Agent, M/s. Bigshare Services Pvt.
Ltd. regarding transfer of shares and for resolving grievances at the below address:
The Company SecretaryBank of India, Head Office,Star House, C – 5, ‘G’ Block8th Floor, Bandra Kurla complex, Bandra (East),Mumbai 400 051Phone: 66684444.Email: [email protected]: www.bankofindia.co.in
Bank’s Registrar and Share Transfer Agents:M/S Bigshare Services Pvt. Ltd.Unit: Bank of India1st Floor, Bharat Tin Works Building,Opp. Vasant Oasis, Makwana Road, Marol, Andheri (East), Mumbai - 400 059Phone: 022-62638200Fax-022-62638299Email: [email protected]
6. E-Voting The Bank is pleased to provide remote e-voting facility to the shareholders of the Bank to enable them to cast their votes
electronically on the items mentioned in the notice. The Bank has appointed M/S S N ANANTHASUBRAMANIAN & Co. Company Secretaries, as the Scrutinizer for conducting the e-voting process in a fair and transparent manner. E-voting is optional. The voting rights of the shareholders/beneficiary owners shall be reckoned on the equity shares held by them as on 18th March, 2019 being the Cut-off date for the purpose. Shareholders of the Bank holding shares either in physical or in dematerialized form, as on the Cut-off date, may cast their vote electronically.
7. E-voting Instructions(i) The voting rights of Shareholders shall be in proportion to their shares of the paid up equity share capital of the Bank as on
18th March, 2019 (Cut-off Date) fixed for the purpose. (ii) The voting period will commence at 10.00 a.m. on 21st March 2019 and will end at 5.00 p.m. on 24th March 2019. The
e-voting module shall be disabled by CDSL at 5.00 p.m. on the same day.(iii) The shareholders should log on to the e-voting website www.evotingindia.com.(iv) Click on shareholders(v) Now enter your User ID(a) For CDSL: 16 digit beneficiary ID(b) For NSDL: 8 Character DPID followed by 8 Digit Client ID(c) Members holding shares in physical form should enter Folio number registered with the Bank.(vi) Next enter the Image Verification as displayed and Click on Login.(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any
company/ entity, then your existing password is to be used. (viii) If you are a first time user follow the steps given below:
For Members holding shares in Demat and Physical FormPAN Enter your 10 digit alpha numeric `PAN issued by Income Tax Department (Applicable for both
demat shareholders as well as physical shareholders)• Members who have not updated their PAN with the Bank/ Depository Participant are
requested to us the first two letters of their name and the 8 digits of the sequence number in the PAN Held.
• In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two character of the name in CAPITAL letters. Eg, if your name is Ramesh Kumar with sequence number 1 then enter RA0000001 in the PAN field.
DOB Enter the Date of Birth as recorded in your demat account or in the Bank records for the said demat account or folio in dd/mm/yyyy format.
Dividend Bank Details
Enter the Dividend Bank Details as recorded in your demat account or in the Bank records for the said demat account or folio.• Please enter the DOB or Dividend Bank Details in order to login. If the details are not
recorded with the depository or Bank, please enter the member id/ folio number in the Dividend Bank details field as mentioned in instruction (v)
(ix) After entering these details appropriately, click on `SUBMIT’ tab.
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(x) Members holding shares in physical form will then directly reach the Bank selection screen. However, members holding shares in demat form will now reach `password creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company / entity on which they are eligible to vote, provided that company / entity opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolution contained in this notice.
(xii) Click on the EVSN for the relevant < Company Name> on which you choose to vote.(xiii) On the voting page, you will see ` Resolution Description’ and against the same the option ` Yes/ No’ for voting. Select
the option Yes or No as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
(xiv) Click on the “RESOLUTION FILE LINK” if you wish to view the entire Resolution details.(xv) After selecting the resolution you have decided to vote on, click on `SUBMIT’. A confirmation box will be displayed. If you
wish to confirm your vote, click on “OK”, else to change your vote, click on `CANCEL’ and accordingly modify your vote.(xvi) Once you `CONFIRM’ your vote on the resolution, you will not be allowed to modify your vote.(xvii) You can also take out print out of the voting done by you by clicking on the `Click here to print’ option on the Voting page.(xviii) If Demat account holder has forgotten the same password then Enter the User ID and the image verification code and click
on Forgot Password & enter the details as prompted by the system.(xix) Note for Non-Individual Shareholders and Custodians
o Non Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and custodian are required to log on to www.evotingindia.com and register themselves as Corporates.
o A scanned copy of the Registration Form bearing the stamp and signature of the entity should be emailed to [email protected] and CC to [email protected]
o After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the accounts(s) for which they wish to vote on.
o The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
o A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
o In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (FAQs) and e-voting manual available at www.evotingindia.com under help section or write an email to [email protected].
(xx) Shareholders holding multiple folios / demat account shall choose the voting process separately for each folios / demat account. However, shareholder may please note that in terms of Section 3 (2E) of the Banking Companies (Acquisition & Transfer of Undertakings) Act, 1970, no shareholder other than Government of India is allowed to exercise voting rights in excess of 10% of the total shareholding of the Bank.
(xxi) The results of remote e-voting will be announced by the Bank in its website and also informed to the stock exchanges.(xxii) Kindly note that once you have cast your vote you cannot modify or vote on voting at the Extraordinary General Meeting.
However, you can attend the meeting and participate in the discussions, if any.(xxiii) You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending
future communication(s).
8. Voting at the Meeting After the agenda items have been discussed, the Chairman will order voting in respect of the items on the agenda. Shareholders
attending the meeting and who have not casted their vote by remote e-voting shall be able to exercise their voting right at the meeting. Voting will be conducted and supervised under Scrutinizer appointed for the purpose. After conclusion of the Voting, the Chairman will declare the meeting as closed.
9. The Results of the voting aggregated with the results of remote e-voting will be announced by the Bank on its website and also informed to the stock exchanges.
By order of the Board
Place : Mumbai (Dinabandhu Mohapatra)Date : 26.02.2019 Managing Director & CEO
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EXPLANATORY STATEMENT Explanatory Statement and Disclosure as required to be made in terms of Chapter V of SEBI ICDR Regulations.
Item number 1:In terms of Section 3 (2A) of the Banking Companies (Acquisition and Transfer of undertakings) Act- 1970, the authorized capital of the Bank is Rupees three thousand crore divided into three hundred crore fully paid shares of ` Ten each. The Present paid up capital of the Bank is ` 2696.73 Crore and after the proposed issue as mentioned in Item no. 2 above, it may increase substantially. Hence, it is proposed to increase the Authorized capital of ` 3000 Crore to ` 6000 Crore in order to meet future capital requirement of the Bank. The resolution will be effective only after the receipt of approval from the Government of India and/ or necessary amendment in the Banking Companies (Acquisition and Transfer of undertakings) Act- 1970, and Scheme/Rules made thereunder.
Item No. 2:1. The Bank is in the business of the banking and its related activities. At present, the Authorised Capital of the Bank is ` 3000
crore and the Paid-up Equity Share Capital of the Bank as on date is ` 2696.73 Crore. Bank has applied for increase in authorised capital.
2. Presently, the shareholding of the Government of India in our Bank is ` 2402.06 Crore, which constitutes 89.07 % of total paid-up capital of the Bank. The Capital fund to Risk Weighted Assets as on 31st , December 2018 is as under:
Particulars Amount ` in Crore % of capital funds to risk weighted asset Under Basel-III
Risk Weighted Assets 2,97,023Common Equity Capital (CET-1) 27,039 9.10Additional Tier-1 Capital 405 0.14Tier-I Capital 27,444 9.24Tier-II Capital 9600 3.23Total Capital 37,044 12.47
3. The Bank has been growing very diligently and cautiously for the last many years and there is constant requirement to bring addition capital. In order to meet this growing requirement, Bank needs long term capital. The Bank proposes to raise funds by way of Preferential Issue of equity shares in accordance with Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018 and as amended upto date to Government of India.
4. The Reserve Bank of India vide their press release dated 31.01.2019 has lifted the Bank out of its Prompt Corrective Action (PCA) framework thereafter. GOI vide their letter dated February 19, 2019 has conveyed the sanction of President of India for release of ` 4638 Crore, towards contribution of the Central Government in the preferential allotment of equity shares of the bank during the financial year 2018-19, under plan as Government’s Investment. Government has also remitted money in the Bank’s RBI Account on February 21, 2019. The Reserve Bank of India vide their letter dated December 19, 2018 given general approval for issue of shares.
5. The present resolution is proposed in order to enable the Board of Directors of the Bank to make the above-mentioned preferential issue and allotment.
6. Objects of the proposed Preferential Issue: The capital raised would be utilized to shore up the capital adequacy of the Bank and to fund the general business needs of the Bank.
7. Proposal of the Promoters/ Directors/ Key Management Persons of the issue to subscribe to the offer: None of the Director or Key Management Persons other than the Promoter of the Bank i.e., Government of India below intends to
subscribe to the offer of equity shares.
8. Shareholding Pattern before and after the proposed Preferential Offer:
ParticularsPre Issue Proposed
Allotment of Shares (Approx)
Post Issue (Approx)
No. of Shares % of Holding No. of Shares* % of Holding*
The Pre and Post Issue shareholding of President of India is as under:-
Pre Issue Post IssueNo. of equity shares Percentage to
CapitalNo. of equity shares Percentage to*
CapitalPresident of India 2,40,20,56,938 89.07 2,91,96,90,866 90.83
* Before this allotment, Bank may allot share to Employees under ESPS, and accordingly, this position may undergo a change.
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9. The timeline within which the preferential issue shall be completed: The Bank endeavors to complete the Issue process within the prescribed time lines as indicated in SEBI ICDR Regulations.
10. Any Change in the Management post the Issue Government of India, being Promoters of the Bank will continue to vests their control over the Bank and there will not be any
change in the management / control on the Bank as a result of the proposed preferential allotment.
11. Pricing of the proposed Preferential Issue: The Issue Price has been determined in accordance with the Regulations as applicable for Preferential Issues as contained in
Chapter VII of the SEBI (ICDR) Regulations as amended upto date.
12. Certification from Statutory Auditors: M/s. Chaturvedi & Co. Chartered Accountants, Statutory Auditors of the Bank, have certified that the issue of shares is being
made in accordance with the SEBI (ICDR) Regulations. A copy of the said certificate will be available at the Extraordinary General Meeting on March 25, 2019.
13. Lock-in period:a) As per SEBI Guidelines for Preferential Issues, the shares proposed to be issued on preferential basis to the Promoters i.e.,
Government of India and shall be subject to a lock-in of three years from the date of trading approval. b) The entire pre-preferential holding of Government of India will be locked for a period commencing from the Relevant Date to
a period of six months from the date of trading approval granted by the stock exchange.
14. Identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and/or who ultimately control the proposed allottees, the percentage of post preferential issue capital that may be held by them and change in control, if any, in the issuer consequent to the preferential issue:
The ultimate beneficial owner of the Bank is Government of India and hence identity of natural person can not be provided. As the entire issue is to be made to the Government of India (“GOI”), the major Shareholder and Promoter of the Bank, there
would not be any change in control subsequent to the issue.
15. Undertaking that the issuer shall re-compute the price of the specified securities in terms of the provision of these regulations where it is required to do so:
Since the Equity Shares of the Bank have been listed on recognized stoch exchange for a period of more than 26 weeks prior to the relevant date, the Bank is not required to re-compute the price per equity share and therefore the Bank is not required to submit the undertaking specified under Regulations 163 of the ICDR Regulations.
16. As all the shares are to be issued to Government of India (“GOI”) the disclosures as specified in Schedule VI to the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 are not applicable.
17. The Bank will make an application to the stock exchanges at which its existing shares are listed, for listing of equity shares. Such equity shares, once allotted, shall rank pari-passu with the then equity shares of the Bank in all respects, including dividend.
18. Other Requirements All the Shares held by the Government of India (“GOI”) are in Dematerialized mode and the Bank is in compliance with the
conditions of continuous listing of Equity Shares as specified in the Listing Agreement entered into with the Stock Exchanges where the Equity Shares of the Bank are listed.
The Government of India (“GOI”) has not sold any Equity Shares of the Bank during the 6 (six) months preceding the Relevant Date.(i) None of the Promoter or Directors of the Bank have been identified as a wilful defaulter. (ii) None of the Promoter or Directors of the Bank have been dectared as a fugitive economic offender.
Pursuant to the SEBI [Listing Obligations & Disclosure Requirements (“LODR”)] Regulations, 2015 and SEBI [Issue of Capital and Disclosure Requirements (“ICDR”)] Regulations, 2018, approval of the Shareholders of the Bank is required by way of a Special Resolution for the aforesaid Agenda.
Your Directors recommend, the Special Resolution as set out in the Notice.None of the Directors / Key Managerial personal of the Bank / their relatives is interested or concerned in the aforementioned Resolution(s), except to the extent of their shareholding in the Bank
By order of the Board
Place : Mumbai (Dinabandhu Mohapatra)Date : 26.02.2019 Managing Director & CEO
Head Office: Star House, C-5, 'G' Block, BandraKurla Complex, Bandra (East), Mumbai - 400 051.
Folio No. _________________________ DP ID No. ________________________
(if not dematerialised) Client ID No. ________________________ (if dematerialised)
PROXY FORM (To be filled in and signed by the Shareholder)
I/We, ___________________________________________ resident of ___________________________________________________
_________________________________________________________________________________________________in the district of
_________________________in the state of___________________being a shareholder/shareholders of Bank of India, hereby appoint Shri/
Smt_______________________________________________________________________ resident of _____________________________
___ in the district of _____________ in the state of ___________________________ as my/our proxy to vote for me/us and on my/our
behalf at the Meeting of the shareholders of Bank of India to be held on 25th March, 2019 and at any adjournment thereof.
Signed this ___________________________day of _________2019.
Signature of Proxy ______________________________
Name _________________________________________
Address _______________________________________
______________________________________________
INSTRUCTIONS FOR SIGNING AND LODGING THE PROXY FORM
1. No instrument of proxy shall be valid unless,
a) in the case of an individual shareholder, it is signed by his/her attorney, duly authorised in writing.
b) in the case of joint holders, it is signed by the shareholder first named in the register or his/her attorney, duly authorised in writing.
c) in the case of a body corporate signed by its officer or an attorney, duly authorised in writing.
2. An instrument of proxy shall be sufficiently signed by any shareholder, who is, for any reason, unable to write his/her name, if his/her mark is affixed thereto and attested by a Judge, Magistrate, Registrar or Sub-Registrar of Assurance or other Government Gazetted Officer or an Officer of Bank of India.
3. No proxy shall be valid unless it is duly stamped and deposited at the following address not less than FOUR DAY before the date of the Extraordinary General Meeting, together with the power of attorney or other authority (if any) under which it is signed or a copy of that power of attorney or other authority certified as a true copy by a Notary Public or a Magistrate, unless such a power of attorney or the other authority is previously deposited and registered with the Bank at
Bank of India, Share Department Head Office, 8th Floor Star House, C-5, ‘G’ Block, Bandra-Kurla Complex, Bandra (East) Mumbai - 400 051.
4. An instrument of proxy deposited with the Bank shall be irrevocable and final.
5. In the case of an instrument of proxy granted in favour of two grantees in the alternative, not more than one form shall be executed.
6. The shareholder who has executed an instrument of proxy shall not be entitled to vote in person at the Extraordinary General Meeting.
7. No person shall be appointed as duly authorised representative or a proxy who is an officer or employee of the Bank.
Share holders/proxy holders or representatives are requested to produce this attendance slip – cum – entry pass, duly signed, for admission to the meeting hall. The entry pass portion will be handed back to the shareholders/ proxy holders/ representatives, who should retain it till the conclusion of the meeting. The admission will, however, be subject to verification/checks, as may be deemed necessary. Under no circumstances, any duplicate attendance slip-cum-entry pass will be issued at the entrance to the meeting hall.
¹ãÍÞãÊãñŒã: ºãõŸ‡ãŠ ‡ãñŠ ªãõÀã¶ã ‡ãŠãñƒÃ „¹ãÖãÀ/„¹ãÖãÀ ‡ãã¶ã ¶ãÖãé ºããâ›ñ •ãã†úØãñý / P.S. No gifts / gift coupons will be distributed at the meeting.
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½ãÖ¦Ìã¹ãî¥ãà ÔãîÞã¶ãã IMPORTANT INFORMATION
ãäÌãÌãÀ¥ã Particulars Date
½ãîʾã ãä¶ã£ããÃãäÀ¦ã ‡ãŠÀ¶ãñ ‡ãñŠ ãäÊㆠ¹ãÆãÔãâãäØã‡ãŠ ¦ããÀãèŒã Relevant Date for fixation of price 22.02.2019
ƒÃ-Ìããñãä›âØã ‡ãŠãè ¦ããÀãèŒãò E-voting Dates 21.03.2019 to 24.03.2019