Postal Ballot Notice
Contents
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4. year from the date of declaration of results of this postal ballot and e voting on such terms and conditions and at such times and at par or at such premium as the Board may from time to time determine and consider proper and most beneficial to the Company including as to when the said NCDs and or CP and or other debt securities be issued the consideration for the issue utilisation of the issue proceeds and all matters connected with or incidental thereto RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board be and is hereby authorised to do all such acts deeds matters and things and execute all such deeds documents instruments and writings and take all such steps as it may in its sole and absolute discretion deem necessary including for the purpose of determining terms of issue of NCDs and or CP and or other debt securities and to settle all questions difficulties and doubts that may arise in relation thereto By order of the Board of Directors For India Power Corporation Limited Kolkata 24 April 2015 Sd Nitin Bagaria Company Secretary amp Vice President Legal Registered Office Plot X1 2 amp 3 Block EP Sector V Salt Lake City Kolkata 700 091 Notes 1 2 10 11 12 13 An Explanatory Statement pursuant to Section 102 of the Companies Act 2013 the Act setting out the material facts is appended hereto This Notice is being sent to all the
5. Equity Shareholders whose names appear in the Register of Members List of Beneficial Owners as received from the National Securities Depository Limited NSDL Central Depository Services India Limited CDSL as on 24 April 2015 Resolution s passed by the shareholders through postal ballot and e voting is deemed to have been passed at a General Meeting of the shareholders As per Section 110 of the Act read with Rules 20 and 22 of the Companies Management and Administration Rules 2014 as amended notice may be served on the members through electronic means Members who have registered their e mail IDs with depositories or with the Company are being sent this Notice by e mail and the members who have not registered their e mail IDs will receive this Notice along with the Postal Ballot Form by permitted mode i e by registered post speed post or through courier Mr Atul Kumar Labh Practising Company Secretary of M s A K Labh amp Co Company Secretaries CP No 3238 has been appointed as the Scrutinizer for conducting the postal ballot and e voting process in a fair and transparent manner in accordance with the provisions of the Companies Act 2013 and the rules made thereunder A Postal Ballot Form and a postage pre paid self addressed envelope are attached to this Notice The self addressed envelope bears the address to which duly completed Postal Ballot Form is to be sent In compliance with the provisions of Sections 108
6. a Special Resolution RESOLVED THAT pursuant to the provisions of Sections 42 and 71 and other applicable provisions if any of the Companies Act 2013 the Act read with the Companies Prospectus and Allotment of Securities Rules 2014 the Companies Share Capital and Debentures Rules 2014 framed thereunder and all other applicable rules if any and other applicable Guidelines and Regulations issued by the Securities and Exchange Board of India provisions of the Listing Agreement with the Stock Exchanges or any other applicable law for the time being in force including any statutory modification s or amendment thereto or re enactment thereof for the time being in force and subject to the provisions of the Articles of Association of the Company and such other approvals as may be required from regulatory authorities from time to time approval of the members be and is hereby accorded to the Board of Directors of the Company hereinafter referred to as the Board which term shall be deemed to include any committee thereof to offer issue and allot secured and or unsecured listed and or unlisted Non Convertible Debentures NCDs and or other debt securities including Bonds Commercial Paper CP etc on private placement basis in one or more series tranches aggregating upto Rs 500 crores Rupees Five Hundred Crores Only whether rupee denominated or denominated in foreign currency during the period of 1 one
7. vote by Postal Ballot should complete and sign this Postal Ballot Form and send it to the Scrutinizer Mr A K Labh Practising Company Secretary at the Registered Office of the Company at Plot X1 2 amp 3 Block EP Sector V Salt Lake City Kolkata 700 091 in the enclosed postage prepaid self addressed envelope Postage charges will be borne by the Company However envelopes containing Postal Ballots if deposited in person or sent by courier or registered speed post at the expense of the shareholder s will also be accepted The signature of the shareholder on this Postal Ballot Form should be as per the specimen signature furnished by National Securities Depository Limited NSDL Central Depository Services India Limited CDSL in respect of shares held in the dematerialised form or registered with the Company in respect of shares held in physical form In case of joint holding this Postal Ballot Form should be completed and signed by the first named shareholder and in his absence by the next named shareholder In respect of shares held by corporate and institutional shareholders companies trusts societies etc the completed Postal Ballot Form should be accompanied by a certified copy of the relevant Board Resolution appropriate authorisation with the specimen signature s of the authorized signatory ies duly attested A shareholder need not use all votes in the same manner Completed Postal Ballot Forms should reach the Scr
8. 110 and other applicable provisions if any of the Act read with the relevant rules made thereunder and Clause 35B of the Listing Agreement with the Stock Exchanges the Company has also extended e voting facility as an alternate for its members to enable them to cast their votes electronically The instructions for e voting are mentioned in the Postal Ballot Form The Company has availed services of NSDL for the purpose of providing e voting facility to the members The Members who do not receive the Postal Ballot Notice and Form may apply to the Company at corporate indiapower com to receive a duplicate thereof The Members desiring to exercise their vote by Postal Ballot are requested to carefully read the instructions printed in the Postal Ballot Form and record their assent for and or dissent against to the listed item by returning the same duly completed and signed in the attached postage pre paid self addressed envelope However Postal Ballot Form s if sent by courier or by registered post at the expense of the member s will also be accepted The Postal Ballot Form s may also be deposited personally at the address given thereon The duly completed Postal Ballot Form s should reach the Scrutinizer on or before 6 00 p m on Tuesday 279 June 2015 to be eligible for being considered failing which it will be strictly treated as if no reply has been received from the member s Unsigned Postal Ballot Form s will be rejected The e votin
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10. INDIA POWER CORPORATION LIMITED CIN L40105WB1919PLC003263 formerly DPSC Limited Regd Office Plot X1 2 amp 3 Block EP Sector V Salt Lake City Kolkata 700 091 Phone 91 33 6609 4300 08 09 10 Fax 91 33 2357 2452 Email corporate indiapower com Website www indiapower com NOTICE OF POSTAL BALLOT AND E VOTING NOTICE PURSUANT TO SECTION 110 OF THE COMPANIES ACT 2013 THE ACT READ WITH THE COMPANIES MANAGEMENT AND ADMINISTRATION RULES 2014 AS AMENDED AND OTHER APPLICABLE PROVISIONS IF ANY OF THE ACT INCLUDING ANY STATUTORY MODIFICATION OR RE ENACTMENT THEREOF FOR THE TIME BEING IN FORCE AND CLAUSE 35B OF THE LISTING AGREEMENT WITH THE STOCK EXCHANGES Dear Shareholders The Board of Directors of the Company on 24 April 2015 resolved to seek the approval of the shareholders of the Company through postal ballot and e voting process for the following special business Item No 1 Issue of Non Convertible Debentures Commercial Paper Bonds on private placement basis In terms of Sections 42 and 71 of the Act and other applicable provisions thereof and the rules made thereunder approval of the Shareholders is sought by means of postal ballot and e voting under Sections 108 and 110 of the Act read with the rules made thereunder Clause 35B of the Listing Agreement with the Stock Exchanges and the relevant provisions of any other applicable laws for issue of non convertible debentures commercial paper bonds on p
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12. Particulars Details of Shareholder s No 1 Name s of Shareholder s including joint holder s if any in BLOCK letters 2 Registered Address of sole first named Shareholder in BLOCK letters 3 Registered Folio No DP ID amp Client ID applicable only to shareholders holding equity shares in demat form 4 No of Shares held I We hereby exercise my our vote in respect of the Special Resolution to be passed through postal ballot and e voting for the business stated in the Notice dated 24 April 2015 of the Company by sending my our assent for or dissent against to the said Resolution please refer Notice for full text of resolution by placing a tick mark at the appropriate box below Item Brief Description No of Equity I We assent I We dissent No of Share s for agree to the disagree to the which votes Resolution the Resolution Notice cast FOR AGAINST i Issue of Non Convertible Debentures Commercial Paper Bonds etc on private placement basis Place Date Signature of the Shareholder Authorised Representative Particulars for E voting E voting Event Number EVEN User ID Password Note Please read carefully the instructions printed overleaf before exercising the vote INSTRUCTIONS PROCESS FOR SHAREHOLDERS OPTING FOR VOTING BY POSTAL BALLOT a 9 h Shareholder s desirous to exercise
13. TRUCTIONS a b d e There will be one Postal Ballot Form e voting for every Client ID No Folio No irrespective of the number of joint holders Shareholders can opt only one mode of voting i e either by postal ballot or through e voting In case you are opting for e voting then please do not cast your vote by physical ballot and vice versa In case shareholders cast their vote both by postal ballot and e voting the votes cast through e voting shall prevail and the votes cast through postal ballot will be treated as invalid Voting rights shall be reckoned on the paid up value of equity shares registered in the name of the Shareholders as on the cut off date i e 24 April 2015 Voting rights in the postal ballot e voting cannot be exercised by a proxy However corporate and institutional shareholders shall be entitled to vote through their authorised representatives with proof of their authorization as stated above The date of declaration of results of the Postal Ballot and e voting as stated in the Notice i e 4h June 2015 will be the date of the passing of the Resolution The result will be announced by the Chairman or by a person authorised by him in writing at the Registered Office of the Company will also be put up on the Company s website www indiapower com on the website of NSDL and will also be advised to the Stock Exchanges where the Company s shares are listed lt oe Regd Office P
14. account with ICICI Bank Limited and trading account with ICICI Securities Limited you can access e voting website of NSDL through their website viz www icicidirect com for the purpose of casting your votes electronically by using your existing User ID and password used for accessing the website www icicidirect com Please note that in case you are not able to login through the ICICI Direct website you can also access the e voting system of NSDL by using your existing User ID and password for the e voting system of NSDL In case of Shareholders receiving Postal Ballot Form by post and desires to cast vote electronically may please use the User ID and initial password as provided in the Postal Ballot Form Please follow the steps from SI No 2 to 10 above to cast vote If you are already registered with the NSDL for e voting then you can use your existing User ID and password for Login In case of queries you may refer to the Frequently Asked Questions FAQs for Shareholders and e voting user manual for Shareholders available under the Downloads Section of NSDL s e voting website www evoting nsdl com or call NSDL on 022 24994600 for any further clarifications You can also send your queries relating to e voting to the e mail ID corporate indiapower com The e voting shall be open from Monday 4th May 2015 10 a m and ends on Tuesday 2nd June 2015 6 p m E voting shall be disabled by the NSDL at 6 00 p m on 2nd June 2015 OTHER INS
15. dred Crores Only whether rupee denominated or denominated in foreign currency in one or more series or tranches as deemed fit from time to time within a period of one year from the date of declaration of results of this Postal Ballot and e voting within the overall borrowing limits of the Company as approved by the Members from time to time and as per the details specified in the said special resolution The Board its duly authorised Committee shall decide inter alia other terms and conditions for such fund raising None of the Directors Key Managerial Personnel of the Company and their relatives are in any way except to the extent of their respective shareholding in the Company concerned or interested financially or otherwise in the proposed special resolution The Board recommends the resolution set forth for approval of the Members By order of the Board of Directors For India Power Corporation Limited Kolkata 24 April 2015 Sd Nitin Bagaria Company Secretary amp Vice President Legal Registered Office Plot X1 2 amp 3 Block EP Sector V Salt Lake City Kolkata 700 091 INDIA POWER CORPORATION LIMITED CIN L40105WB1919PLC003263 formerly DPSC Limited Regd Office Plot X1 2 amp 3 Block EP Sector V Salt Lake City Kolkata 700 091 Phone 91 33 6609 4300 08 09 10 Fax 91 33 2357 2452 Email corporate indiapower com Website www indiapower com POSTAL BALLOT FORM Postal Ballot No SI
16. g shall be open from Monday 4 May 2015 10 a m and ends on Tuesday 2 June 2015 6 p m E voting shall be disabled by the NSDL at 6 00 p m on 2 June 2015 The Scrutinizer s decision on the validity of any Postal Ballot shall be final He will submit his report on 4 June 2015 on the result of the voting by postal ballot and e voting to the Chairman of the Company or to any person authorised by him in writing The results of the voting by postal ballot and e voting will be declared at the Registered Office of the Company at 4 00 p m on Thursday 4 June 2015 by the Chairman of the Company or by the person authorised by him in writing The results along with Scrutinizer s Report will be posted on the website of the Company www indiapower com on the website of the NSDL and shall also be intimated to the Stock Exchanges on which the shares of the Company are listed The date of declaration of postal ballot and e voting results will be taken as the date of passing the resolution The Notice of Postal Ballot is also placed on the website of the Company www indiapower com and on the website of the NSDL EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013 TO THE NOTICE OF POSTAL BALLOT AND E VOTING FOR ISSUE OF NON CONVERTIBLE DEBENTURES COMMERCIAL PAPER BONDS ON PRIVATE PLACEMENT BASIS Item No 1 In order to augment resources inter alia for financing capital expenditure and or for general corporate pur
17. lot Xt 2 amp 3 Block EP Sector V Sat Lake City Kolkata 700 007 Phone 91 33 6809 4300108 09 10 Fax 01 33 2357 2452 Email corporata indlapowercom Website www indiapower com thal in accordance with the provisions of applicable provisions Companies Act 2014 read with the Companies Q the facility to the Shareholders to exercise electronic means and the business as set out in the t to Bagaria Co Vice Presid Plot X1 2 amp 3 Block EP Sector V ston Lied 091 Telephone 033 6609 4300 08 09 10 amp mail i com or call NSDL on 022 2499 4800 order of the Board ot Directors 2 Sd Place Kolkata Nitin Bagaria Date 4th May 2015 ion Company Secretary amp Vice President Legal Pans 2 Institution NOTICE Further to the Bank s Notice dated 28 04 2015 notice is he of Clause 41 of the Listing Agreement with Stock Exchan Directors of the Bank scheduled to be heid on Tuesday Sth approve the Audited Financial Results of the Bank for the March 2015 has been rescheduled The Board Meeting will now be held on Thursday 14th May inter alia consider and approve the Audited Financial Rr Financial Year ended 31st March 2015 and to recommen 31st March 2015 Place Gurgaon Dated 04 05 2015 Pls note that the unpaid unclaimed dividend for the year 20 cation and Protection Fund nment of ind LLS MASAB 0 23538713 to 2353 Email jarsraouea
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19. of e voting opens Click on e voting Active Voting Cycles Select EVEN of India Power Corporation Limited Members can cast their vote online from Monday 4 May 2015 10 a m to Tuesday 2 June 2015 6 p m Note e Voting shall not be allowed beyond said time 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 Institutional Shareholders i e other than Individuals HUF NRI etc are also required to send scanned copy PDF JPG Format of the relevant Board Resolution Authority Letter etc together with attested specimen signature of the duly authorised signatory ies who are authorised to vote to the Scrutinizer Mr A K Labh through e mail at aklabhcs gmail com with a copy marked to evoting nsdl co in Please note that Login to e voting website will be disabled upon five unsuccessful attempts to key in the correct password In such an event you will need to go through Forgot Password option available on the site to reset the same o Your login ID and password can be used by you exclusively for e voting on the resolutions placed by the companies in which you are a shareholder It is strongly recommended not to share your password with any other person and take utmost care to keep it confidential Please note that if you have opened 3 in 1 account with ICICI Group i e bank account and demat
20. poses the Company may offer or invite subscription for secured and or unsecured listed and or unlisted Non Convertible Debentures NCDs and or other debt securities including Bonds Commercial Paper CP etc in one or more series tranches on private placement basis Sections 42 and 71 of the Companies Act 2013 hereinafter referred to as the Act read with the Companies Prospectus and Allotment of Securities Rules 2014 and other applicable rules if any inter alia deals with private placement of debt securities by a Company Rule 14 2 of the said Rules requires that in case of an offer or invitation to subscribe for securities including non convertible debentures etc on private placement basis the Company shall obtain previous approval of its shareholders by means of a special resolution Also it further provides that in case of non convertible debentures it shall be sufficient if the Company passes the special resolution only once in a year for all the offers or invitations for such debentures during the year Accordingly consent of the members is sought for passing a Special Resolution as set out under this item of the Notice This resolution enables the Board of Directors of the Company its duly authorised Committee to offer or invite subscription for debt securities including but not limited to non convertible debentures commercial paper bonds etc aggregating upto Rs 500 crores Rupees Five Hun
21. rivate placement basis Accordingly the proposed Resolution and an Explanatory Statement thereto are being sent to you along with a Postal Ballot Form for your consideration Mr Atul Kumar Labh Practising Company Secretary of M s A K Labh amp Co Company Secretaries holding CP No 3238 has been appointed as a Scrutinizer for conducting the postal ballot and e voting process as mentioned hereinafter in a fair and transparent manner You are requested to carefully read the instructions printed on the accompanying Postal Ballot Form along with the Notice and Explanatory Statement and return the Postal Ballot Form duly completed in the postage pre paid self addressed envelope enclosed with this Notice so as to reach the Scrutinizer on or before 6 00 p m on Tuesday 2 June 2015 Please note that any Postal Ballot Form s received after the said date and time will be treated as not having been received No other form or photocopy thereof is permitted Electronic Voting e voting In compliance with Clause 35B of the Listing Agreement with the Stock Exchanges and Section 108 of the Act read with Companies Management and Administration Rules 2014 as amended the Company is pleased to offer the option of e voting facility to all the Shareholders of the Company to enable them to cast their votes electronically instead of physical postal ballot form For this purpose the Company has obtained services of National Securities Depository Limi
22. ted NSDL Please carefully read and follow the e voting instructions printed in the Postal Ballot Form The shareholders who wish to vote by Postal Ballot Form instead of e voting can also download the Postal Ballot Form from www evoting nsdl com or www indiapower com The Scrutinizer will submit his report after completion of the scrutiny to the Chairman or to any other person authorised by the Chairman Results of the postal ballot and e voting will be announced on Thursday 4 June 2015 at 4 00 p m at the Registered Office of the Company by the Chairman of the Company or by a person authorised by him in writing The declaration announcement of the results of the postal ballot and e voting as stated above shall deemed to be the declaration of results at a meeting of the members as per the provisions of the Companies Act 2013 and the applicable rules thereunder After the above declaration the results will be communicated through Notice Board at the Registered Office of the Company posted on the Company s website viz www indiapower com on the website of NSDL and will also be communicated to the Stock Exchanges where the Company s shares are listed The resolution will be considered to be passed on the date of announcement of results of the postal ballot and e voting by the Chairman of the Company or by a person authorised by him in writing SPECIAL BUSINESS Item No 1 To consider and if thought fit to pass the following Resolution as
23. utinizer on or before 6 00 p m on Tuesday 2 4 June 2015 Postal Ballot Form s received after this date and time will be treated as if no reply has been received from the member s Postal Ballot Forms which are incomplete or unsigned or defective in any manner are liable to be rejected The Scrutinizer s decision in this regard shall be final and binding Shareholders seeking duplicate Postal Ballot Forms can write to the e mail ID corporate indiapower com Duly completed and signed duplicate Postal Ballot Form should however reach the Scrutinizer on or before 6 00 p m on Tuesday 2 June 2015 Shareholders are requested not to send any other paper alongwith this Postal Ballot Form PROCESS FOR SHAREHOLDERS OPTING FOR VOTING BY E VOTING 1 aew NO 11 12 13 14 Open the attached PDF file IPCL e voting pdf giving your Client ID in case you are holding shares in demat mode OR Folio No in case you are holding shares in physical mode as password which contains your User ID and Password for e voting Please note that the password is an initial password Launch internet browser by typing the URL https www evoting nsdl com Click on Shareholder Login Put your User ID and password as initial password noted in step 1 and Click Login Password Change Menu appears Change the password with new password of your choice with minimum 8 digits characters or combination thereof Home page
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