Hindustan ConstruCtion Company Ltd
Contents
1. ies as the case may be will be made in accordance with the applicable provisions of the Companies Act 2013 and relevant rules made there under These investments are proposed to be made out of own surplus funds internal accruals and or any other sources including borrowings if necessary to achieve long term strategic and business objectives The Board accordingly recommends to pass the Special resolution through postal ballot None of the Directors Key Managerial Personnel or their relatives are in any way concerned or interested financially or otherwise in this resolution except as members Item No 2 The members of the Company at their Extraordinary General Meeting held on October 19 2006 by way of an Ordinary Resolution under section 293 1 a of the Companies Act 1956 had authorised the Board to create charges and or mortgages on all or any of the moveable and immoveable properties of the Company in favour of the banks financial institutions non banking finance companies and other lending agencies upto an aggregate amount of 10 000 crore As per provisions of Section 180 1 a of the companies Act 2013 the mortgage or charge on all or any part of the movable and or immovable properties of the Company may be deemed as the disposal of the whole or substantially the whole of the undertaking of the Company and hence requires approval from the members of the Company by way of a Special Resolution Accordi2. of the Company be and is hereby accorded to the Board of Directors of the Company hereinafter referred to as the Board which term shall include any Committee constituted by the Board or any person s authorized by the Board to exercise the powers conferred on the Board by this Resolution to give loans to any subsidiary companies including overseas subsidiaries and or give any guarantee or provide security in connection with a loan to any subsidiary company ies including overseas subsidiaries and or acquire by way of subscription purchase or otherwise the securities of any subsidiary company ies including overseas subsidiaries upto an aggregate amount not exceeding 500 crore notwithstanding that the aggregate of the loans or guarantees or securities so far given or to be given and or securities so far acquired or to be acquired by the Company may collectively exceed the limits prescribed under Section 186 of the Companies Act 2013 RESOLVED FURTHERTHAT for the purpose of giving effect to this resolution the Board of the Company be and is hereby authorised to take from time to time all decisions and such steps as may be necessary for giving loans guarantees or providing securities or for making such investments and to execute such documents deeds writings papers and or agreements as may be required and do all such acts deeds matters and things as it may in its absolute discretion deem fit necessary or ap
3. the Company in favour of the banks non banking financial companies financial institutions and other lender s Agent s and Trustee s for securing the borrowings of the Company availed to be availed by way of loans s in Foreign currency and or rupee currency and or debentures convertible non convertible secured unsecured and or securities in the nature of debts instruments issued to be issued by the Company hereinafter loans from time to time provided that the total amount of loans shall not at any time exceed 10 000 crore Rupees Ten Thousand Crore Only in aggregate apart from temporary loans obtained to be obtained from the Company s bankers in the ordinary course of business together with interest additional interest compound interest in case of default accumulated interest liquidated damages commitment charges premium on prepayment redemption remuneration of the Agents s Trustees all costs charges expenses including any increase as a result of devaluation revaluation fluctuation in the rates of exchange and all other monies payable by the Company in respect of the said loans in terms of the Loan Agreement s Debenture Trust Deed s or any other document entered into or to be entered into between the Company and the lender s Agent s and Trustee s in respect of such borrowings and containing such specific terms and conditions and covenants in respect of enforcement of security as may be s
4. the website of NSDL within two 2 days of passing of the resolutions and communicated to the Stock Exchanges By Order of the Board For Hindustan Construction Co Ltd VITHAL P KULKARNI Company Secretary Registered Office Hincon House 11th Floor 247Park Lal Bahadur Shastri Marg Vikhroli West Mumbai 400 083 Place Mumbai Date May 2 2014 EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OFTHE COMPANIES ACT 2013 Item No 1 As per the provisions of Section 186 of the Companies Act 2013 the Board of Directors of a Company can make any loan investment or give guarantee or provide any security beyond the prescribed ceiling of i Sixty per cent of the aggregate of the paid up capital and free reserves and securities premium account or ii Hundred per cent of its free reserves and securities premium account whichever is more if special resolution is passed by the members of the Company As a measure of achieving greater financial flexibility and to enable optimal financing structure this permission is sought pursuant to the provisions of Section 186 of the Companies Act 2013 to give powers to the Board of Directors or any duly constituted committee thereof for making further investment providing loans or give guarantee or provide security in connection with loans to subsidiary companies including overseas subsidiaries for an amount not exceeding 7 500 crore The investment s loan s guarantee s and security
5. HINDUSTAN CONSTRUCTION COMPANY LTD CIN L45200MH1926PLC001228 Regd Office Hincon House 11 Floor 247Park LBS Marg Vikhroli West Mumbai 400 083 Website www hccindia com Tel 91 22 2575 1000 Fax 91 22 2577 7568 Notice of Postal Ballot NOTICE TO MEMBERS PURSUANTTO SECTION 110 OF THE COMPANIES ACT 2013 Notice is hereby given to the Members of Hindustan Construction Company Limited pursuant to Section 110 of the Companies Act 2013 read with the Companies Management and Administration Rules 2014 that the Company is seeking consent of its Members for the proposed following resolutions by way of Postal Ballot 1 Giving Loans Guarantees or providing securities for and on behalf of Subsidiary Companies including overseas subsidiaries and or making investments in such Subsidiary Companies including overseas subsidiaries To consider and if thought fit to give assent dissent to the following resolution as a Special Resolution RESOLVEDTHAT pursuant to the provisions of Section 186 of the Companies Act 2013 and any other applicable provisions of the Companies Act 2013 and rules made there under including any statutory modification thereof for the time being in force and as may be enacted from time to time subject to such approvals consents sanctions and permissions as may be necessary and the Articles of Association of the Company and all other provisions of applicable laws consent of the members
6. Now you are ready for e voting as Cast Vote page opens ix Cast your vote by selecting appropriate option and click on Submit and also Confirm when prompted x Upon confirmation the message Vote cast successfully will be displayed xi Once you have voted on the resolution you will not be allowed to modify your vote Vi xii Institutional amp Corporate Shareholders i e other than individuals HUF NRI 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 postalballot hcc gmail com with a copy marked to evoting nsdl co in In case a Member receives physical copy of the Notice of Postal Ballot for members whose email IDs are not registered with the Depository Participants s or requesting physical copy i Initial password is provided as below in the Postal ballot form EVEN E Voting Event Number USER ID PASSWORD PIN ii Please follow all steps from SI No ii to SI No xii above to cast vote In case of any queries you may refer the Frequently Asked Questions FAQs for Shareholders and e voting user manual for Shareholders available at the Downloads section of www evoting nsdl com If you are already registered with NSDL for e voting then you ca
7. down loan from the link www evoting nsdl com or from the Investor Centre page on the website of the Company www hccindia com or seek duplicate Postal Ballot Form from M s TSR Darashaw Private Limited fill in the details and send the same to the Scrutinizer In case shares are jointly held the postal ballot form should be completed and signed as per the specimen signature registered with the company by the first named Member and in his her absence by the next named Member In case of shares held by companies trusts societies etc the duly completed Postal Ballot Form should be accompanied by a certified copy of the Board Resolution Authority letter together with attested specimen signature s of the duly authorized signatory ies giving requisite authority to the person voting on the Postal Ballot Form 11 A tick Vv 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 12 The vote in this Postal Ballot cannot be exercised through proxy 13 The Scrutinizer s decision on the validity or otherwise of the Postal Ballot e voting will be final 14 The Results of e voting and postal ballot form shall be aggregated and declared by the Chairman or by any other person duly authorised in this regard The Results declared along with the Scrutinizer s Report shall be placed on the Company s website www hccindia com and on
8. e Companies Act 2013 and Rule 20 of the Companies Management and Administration Rules 2014 the Company is pleased to provide its members the facility to exercise their right to vote by electronic means as an alternate mechanism For this purpose the Company has entered into an agreement with National Securities Depository Limited NSDL for facilitating e Voting in order to enable the Members to cast their votes electronically instead of dispatching postal ballot form Please note that e Voting is optional The instructions for e voting are as under A In case a Member receives an email from NSDL for members whose email IDs are registered with the Depository Participants s i Open email and open PDF file The said PDF file contains your user ID and password PIN for e voting Please note that the password is an initial password ii Launch internet browser by typing the following URL https www evoting nsdl com iii Click on Shareholder Login iv Put user ID and password as initial password PIN noted in step i above Click Login v Password change menu appears Change the password PIN with new password of your choice It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential vi Home page of e voting opens Click on e Voting Active Voting Cycles Select EVEN of Hindustan Construction Company Limited vii viii
9. n use your existing user ID and password PIN for casting your vote 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 The e voting period commences on May 28 2014 9 00 am and ends on June 27 2014 6 00 pm During this period members of the Company holding shares either in physical form or in dematerialized form as on the cut off date of May 20 2014 may cast their vote electronically in the manner and process set out herein above The e voting module shall be disabled by NSDL for voting thereafter Once the vote on a resolution is cast by the member the shareholder shall not be allowed to change it subsequently Further the Members who have cast their vote electronically shall not vote by way postal ballot form The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut off date of May 20 2014 10 VII Mr B Narasimhan Practicing Company Secretary has been appointed as the Scrutinizer to scrutinize the e voting process and physical postal ballot in a fair and transparent manner VIII The Scrutinizer shall within a period not exceeding three 3 working days from the conclusion of the e voting period unblock the votes in the presence of at least two 2 witnesses not in the employment of the Company and make a Scrutinizer s Repo
10. ngly it is proposed to pass an enabling special resolution authorizing the Board to create charge on the moveable and immoveable properties of the Company for a value not exceeding 7 10 000 crore Rupees Ten Thousand Crore Only The Directors recommend the resolution for your approval as a Special Resolution through postal ballot None of the Directors Key Managerial Personnel or their relatives are in any way concerned or interested financially or otherwise in this resolution By Order of the Board For Hindustan Construction Co Ltd VITHAL P KULKARNI Company Secretary Registered Office Hincon House 11th Floor 247Park Lal Bahadur Shastri Marg Vikhroli West Mumbai 400 083 Place Mumbai Date May 2 2014
11. propriate Creation of Charges Mortgages on the moveable and immoveable properties of the Company both present and future in respect of borrowings To consider and if thought fit to give assent dissent to the following resolution as a Special Resolution RESOLVEDTHAT pursuant to the provisions of Section 180 1 a and all other applicable provisions of the Companies Act 2013 and the rules made there under including any statutory modification or re enactment thereof for the time being in force subject to such approvals consents sanctions and permissions as may be necessary and the Articles of Association of the Company and all other provisions of applicable laws consent of the Company be and is hereby accorded to the Board of Directors of the Company hereinafter referred to as the Board which term shall include any Committee constituted by the Board or any person s authorized by the Board to exercise the powers conferred on the Board by this Resolution to create charges mortgages and or hypothecations in addition to the existing charges mortgages and hypothecations created by the Company in such form and manner and with such ranking whether exclusive pari passu subservient or otherwise and at such time and on such terms as the Board may determine on all or any of the moveable and or immovable properties of the Company both present and future and or on the whole or any part of the undertaking s of
12. rt of the votes cast in favour or against if any forthwith to the Chairman of the Company Shareholders who have registered their e mail IDs with their Depository Participants are being sent Notice of Postal Ballot by e mail and Shareholders who have not registered their e mail id will receive Notice of Postal Ballot along with Postal Ballot Form Kindly note that the Shareholders can opt only one mode of voting i e either by Physical Ballot or e voting If members are opting for e voting then do not vote by Physical Ballot also and vice versa However in case Shareholders cast their vote by Physical Ballot and e voting then voting done through valid Physical Ballot shall prevail and voting done by e voting will be treated as invalid Shareholders exercising their vote by physical Postal Ballot are requested to carefully read the instructions printed in the Postal Ballot Form and return the Form duly completed and signed in the enclosed self addressed business reply envelope to the Scrutinizer so as to reach the Scrutinizer on or before the close of working hours on June 27 2014 6 00 pm Please note that all postal ballot forms received after June 27 2014 6 00 pm will be strictly treated as if the reply from the member has not been received Shareholders who have received Postal Ballot Notice by e mail and who wish to vote through Physical Postal Ballot Form can download Postal Ballot Form sent along with the email or
13. tipulated in that behalf and agreed to between the Board of Directors and the lender s Agent s and Trustee s RESOLVED FURTHERTHAT for the purpose of giving effect to this resolution the Board of the Company be and is hereby authorised to finalise settle and execute such documents deeds writings papers and or agreements as may be required and do all such acts deeds matters and things as it may in Its absolute discretion deem fit necessary or appropriate By Order of the Board For Hindustan Construction Co Ltd VITHAL P KULKARNI Company Secretary Registered Office Hincon House 11th Floor 247Park Lal Bahadur Shastri Marg Vikhroli West Mumbai 400 083 Place Mumbai Date May 2 2014 Notes 1 The Explanatory Statement for the proposed Special Resolutions under Item No 1 amp 2 pursuant to Section 102 of the Companies Act 2013 read with Section 110 of the Companies Act 2013 setting out material facts are annexed herewith The Company has appointed Mr B Narasimhan Practicing Company Secretary to act as the Scrutinizer for conducting the postal ballot process in a fair and transparent manner The Notice is being sent to all the Members whose names appear in the Register of Members list of Beneficial Owners as received from National Securities Depository Limited NSDL Central Depository Services India Limited CDSL on May 20 2014 In compliance with provisions of Section 108 of th
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