Postal Ballot Notice - Pradeep Metals Limited
Contents
1. PRADEEP METALS LIMITED PRADEEP METALS LIMITED Regd Office R 205 TTC Industrial Area MIDC Rabale Navi Mumbai 400701 Website www pradeepmetals com Telephone 91 22 2769 1026 CIN L99999MH1982PLC026191 NOTICE OF POSTAL BALLOT AND E VOTING Notice pursuant to Section 110 of the Companies Act 2013 read with Rule 22 of the Companies Management amp Administration Rules 2014 Dear Member s Notice is hereby given that pursuant to section 110 of the Companies Act 2013 the Act read with Companies Management and Administration Rules 2014 the Rules Pradeep Metals Limited the Company is seeking consent of its Members for the special businesses to be transacted through Postal Ballot which includes voting by electronic means for the following items 1 Authority for borrowing monies in excess of paid up capital and free reserves of the Company but not exceeding to Rs 180 Crores 2 Authority for creation of charges mortgages etc on the properties of the Company for an amount not exceeding Rs 180 Crores 3 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 The proposed resolutions along with Explanatory Statement setting out the material facts and the reasons thereof are appended along with a Postal Ballot Form for your consideration Please re2. 10 2015 6 00 p m IST During this period Members of the Company holding shares either in physical form or in dematerialized form as on the relevant date i e July 24 2015 may cast their vote electronically The e voting module shall be disabled by NSDL for voting thereafter Once the vote on a resolution is cast by a Member he or she will not be allowed to change it subsequently The voting rights of Members shall be in proportion to their share of the paid up equity share capital of the Company as on the relevant date i e July 24 2015 PRADEEP METALS LIMITED EXPANATORY STATEMENT Pursuant to Section 102 of the Companies Act 2013 Item Nos 1 and 2 Members of the Company by way of Special Resolutions passed in its 31s Annual General Meeting held on September 4 2014 had accorded their consent to the Board of Directors to borrow funds and to mortgage and or create charge on all or anyone of the moveable immovable properties or such other assets of the company to the extent of Rs 150 Crore Board has proposed to increase the overall limit upto which authority is accorded by Members to Board to borrow funds and mortgage from existing Rs 150 Crore to Rs 180 Crore in order to meet the finance required for rising turnover and other purposes Accordingly the consent of Members as contained in item Nos 1 and 2 is being sought in order to enable the Board to borrow the monies from time to time for meeting the business needs
3. Company Depository Participant s will receive an email from NSDL informing them of their User ID and Password Once the Member receives the email he or she will need to go through the following steps to complete the e voting process a Open email and open the PDF file titled Pradeep Metals e voting pdf using your Client ID or Folio No as password The said PDF file contains your user ID and password for e voting Please note that this password is an initial password b Launch your internet browser and type out the following URL https www evoting nsdl com c Click on Shareholder Login d Enter the user ID and password the initial password noted in step a above e Click on Login gt The Password change menu will appear Change the password to a password of your choice The new password should have a minimum of 8 digits characters or combination thereof It is strongly recommended that you do not share your password with any other person and take utmost care to keep your password confidential g The homepage of e voting will open Click on e voting Active Voting Cycles h Select EVEN E Voting Event Number of Pradeep Metals Limited i Now you are ready for e voting as the Cast Vote page opens j Cast your vote by selecting the option of your choice and click on submit Remember to Confirm when prompted On confirmation the message Vote cast successfully will be displayed Onc
4. ad carefully the instructions printed on the reverse of the Postal Ballot Form and return the form duly completed in all respects in the attached self addressed postage prepaid envelope so as to reach the Scrutinizer by September 10 2015 before 6 00 p m Please note that any Postal Ballot Form s received after the said date will be treated as if no reply has been received from the member No other form or photocopy thereof is permitted RESOLUTIONS PUT THROUGH POSTAL BALLOT ITEM NO 1 To consider and if thought fit to give assent dissent to the following resolution as Special Resolution RESOLVED THAT in supersession of the earlier resolutions passed the consent of the Members of the Company be and is hereby accorded in terms of Section 180 1 c and other applicable provisions if any of the Companies Act 2013 to the Board of Directors of the Company hereinafter referred to as the Board which term shall be deemed to include any Committee thereof for borrowing from time to time any sum or sums of monies which together with the monies already borrowed by the Company apart from temporary loans obtained or to be obtained from the Company s bankers in the ordinary course of business may exceed the aggregate of the paid up capital of the Company and its free reserves that is to say reserves not set apart for any specific purpose provided that the total amount so borrowed by the Board shall not at any time exceed Rs 180 Crore
5. 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 None of the Directors or Key Managerial Personnel of the Company or their respective relatives is concerned or interested in the said resolution The Board of Directors recommends the Special Resolution for approval by the Members By order of the Board of Directors For Pradeep Metals limited Sd Place Navi Mumbai Abhinay Kapoor Date July 3 2015 Company Secretary REGISTERED OFFICE Pradeep Metals Ltd R 205 MIDC Rabale Navi Mumbai 400701
6. by postal ballot will be announced by the Chairman or any Director of the Company duly authorized at 3 30 p m IST on or before September 14 2015 at the registered office and will also be displayed on the website of the Company www pradeepmetals com besides being communicated to the Stock Exchanges Depository Registrar and Share Transfer Agent on the said date The date of declaration of results of the postal ballot i e on or before September 14 2015 shall be the date on which the resolution would be deemed to have been passed if approved by the requisite majority All the material documents referred to in the explanatory statement will be available for inspection at the registered office of the Company during office hours on all working days from the date of dispatch of the Notice till September 10 2015 P PRADEEP METALS LIMITED VOTING THROUGH ELECTRONIC MEANS In compliance with Clause 35B of the Listing Agreement and Sections 108 110 and other applicable provisions of the Companies Act 2013 read with the related Rules the Company is pleased to provide e voting facility to all its Members to enable them to cast their votes electronically instead of dispatching the physical Postal Ballot Form by post The Company has engaged the services of NSDL for the purpose of providing e voting facility to all its Members The instructions for e voting are as follows 1 NI Members whose email addresses are registered with the
7. e you have voted on a resolution you will not be allowed to modify your vote Institutional Members i e other than individuals HUF NRI etc are required to send a scanned copy PDF JPG Format of the relevant Board resolution authorization letter etc together with attested specimen signature of the authorized signatory ies who is are authorized to vote to the Scrutinizer via e mail at csshwetagokarn gmail com with a copy marked to evoting nsdl co in SX co For Members whose email IDs are not registered with the Company Depository Participant s and who receive the physical Postal Ballot Forms the following instructions may be noted a The initial password is provided at the bottom of the Postal Ballot Form b Please follow all the steps from a to m mentioned above in order to successfully cast your vote In case of any queries you may refer to the Frequently Asked Questions FAQs and e voting user manual for Members available in the Downloads section of www evoting nsdl com Login to the 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 the Forgot Password option available on the site to reset the password If you are already registered with NSDL for e voting then you can use your existing user ID and password for casting your vote The e voting period commences on August 12 2015 9 00 a m IST and ends on September
8. is being sent to the Members whose names appear on the Register of Members List of Beneficial Owners as received from the National Securities Depository Limited NSDL and Central Depository Services India Limited as on July 24 2015 The Postal Ballot Notice is being sent to Members in electronic form to the email addresses registered with their Depository Participants in case of electronic shareholding the Company s Registrar and Share Transfer Agents in case of physical shareholding For Members whose email IDs are not registered physical copies of the Postal Ballot Notice are being sent by permitted mode along with a postage prepaid self addressed Business Reply Envelope Resolutions passed by the Members through postal ballot are deemed to have been passed as if they have been passed at a General Meeting of the Members The Company has appointed Ms Shweta Gokarn Practicing Company Secretary to act as Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner The Members can opt for only one mode of voting i e either by physical ballot or e voting In case Members cast their votes through both the modes voting done by e voting shall prevail and votes cast through physical Postal Ballot Forms will be treated as invalid In case a Member is desirous of obtaining a printed Postal Ballot Form or a duplicate he or she may send an e mail to investors pradeepmetals com The Registrar and Transfer Agent Compa
9. ny shall forward the same along with postage prepaid self addressed Business Reply Envelope to the Member Voting rights shall be reckoned on the paid up value of shares registered in the name of the Members as on July 24 2015 In compliance with Sections 108 and 110 of the Companies Act 2013 and the Rules made thereunder the Company has provided the facility to the Members to exercise their votes electronically and vote on all the resolutions through the e voting service facility arranged by NSDL The instructions for electronic voting are annexed to this Notice A Member cannot exercise his vote by proxy on postal ballot Members desiring to exercise 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 that it reaches the Scrutinizer not later than close of working hours i e 6 00 p m IST on September 10 2015 The postage will be borne by the Company However envelopes containing postal ballots if sent by courier or registered speed post at the expense of the Members will also be accepted If any postal ballot is received after 06 00 p m IST on September 10 2015 it will be considered that no reply from the Member has been received The Scrutinizer will submit his report to the Chairman after the completion of scrutiny and the result of the voting
10. oan 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 Rs 50 Crore Rupees Fifty Crores notwithstanding that the aggregate of the loans or guarantees or securities so far given or to be given and or investments so made by the Company may collectively exceed the limits prescribed under Section 186 of the Companies Act 2013 RESOLVED FURTHER THAT 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 appropriate By Order of the Board For Pradeep Metals limited Sd Place Navi Mumbai Abhinay Kapoor Date July 3 2015 Company Secretary REGISTERED OFFICE Pradeep Metals Ltd R 205 MIDC Rabale Navi Mumbai 400701 PRADEEP METALS LIMITED NOTES 1 10 11 12 13 The statement pursuant to Section 102 of the Act stating all material facts and the reasons for the proposal is annexed herewith The Postal Ballot Notice
11. of the Company subject to maximum of Rs 180 Crore at any given time None of the Directors or Key Managerial Personnel of the Company or their respective relatives is concerned or interested in the said resolution The Board of Directors recommends the Special Resolutions at Item Nos 1 and 2 for approval by the Members Item No 3 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 of the Subsidiaries of the Company for meeting their growth plans 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 50 crore The investment s loan s guarantee s and security ies as the case may be will be made in accordance with the
12. s Rupees One Hundred and Eighty Crores ITEM NO 2 To consider and if thought fit to give assent dissent to the following resolution as Special Resolution RESOLVED THAT pursuant to the provisions of Section 180 1 a of the Companies Act 2013 and other applicable provisions of the said Act if any and the Memorandum and Articles of Association of the Company consent of the Members of the Company be and is hereby accorded to the creation by the Board of Directors of the Company 1 P PRADEEP METALS LIMITED hereinafter referred to as the Board which term shall be deemed to include any Committee thereof from time to time of such mortgage charges liens hypothecation assignment transfer and or other securities in addition to the mortgages charges liens hypothecation assignment transfer and or other securities already created by the Company on terms and conditions as the Board in its sole discretion may deem fit on Company s assets and properties both present and future whether moveable or immovable including whole or substantially the whole of the Company s undertaking s in favour of Lenders as may be agreed to by the Board for the purpose of securing the repayment of any loans financial assistance other borrowings commitments subject to maximum of Rs 180 Crores Rupees One Hundred and Eighty Crores RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board be and is hereby authori
13. zed to finalize settle and execute such documents deeds writings papers agreements as may be required and to do all such acts deeds matters and things as it may in its absolute discretion deem necessary proper or desirable and to settle any question difficulty or doubt that may arise in regard to creating mortgage charge as aforesaid ITEM NO 3 To consider and if thought fit to give assent dissent to the following resolution as Special Resolution RESOLVED THAT 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 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 make investments by way of subscription purchase or otherwise and or to give loans to any subsidiary companies including overseas subsidiaries and or give any guarantee or provide security in connection with a l
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