Novopan Postal Ballot Notice.pmd
Contents
1. GVK NOVOPAN INDUSTRIES LIMITED Registered Office IDA Phase ll Patancheru Medak District Telangana 502319 Phone 040 27902663 Fax 040 27902665 Website www novopan in Email investor novopan in CIN L55101TG1984PLC004941 Postal Ballot Notice Pursuant to Section 110 of the Companies Act 2013 read with the Companies Management and Administration Rules 2014 Dear Member s Notice is hereby given pursuant to the provisions of Section 110 of the Companies Act 2013 read with the Companies Management and Administration Rules 2014 including any statutory modification or re enactment thereof for the time being in force and other applicable laws and regulations that the resolutions appended below in relation to i Alteration of Memorandum of Association amp Articles of Association of the company ii Conversion of 10 Non cumulative Redeemable Preference Shares into Equity Shares and iii Conversion of Loan into Equity Shares are proposed to be passed by the Members through postal ballot electronic voting e voting The proposed resolutions along with the explanatory statement setting out the material facts and reasons thereto are appended below and a Postal Ballot Form is enclosed for your consideration The Board of Directors of the Company has appointed Mr Vikas Sirohiya Partner M s P S Rao amp Associates Practising Company Secretaries as the Scrutinizer for conducting the postal ballo2. The Scrutinizer will submit his report to the Chairman after the completion of scrutiny of the postal ballots including e voting The result of the voting by postal ballot will be announced by the Chairman or any Director of the Company duly authorized on or before 30 March 2015 Monday at the registered office of the Company and will also be displayed on the website of the Company www novopan in the Depository and the Registrar and Share Transfer Agents on the said date 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 date of declaration of results of the postal ballot 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 28 March 2015 Saturday Voting through electronic means The instructions for e voting are as follows 1 Members whose email addresses are registered with the 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 t
3. 2013 including any statutory modification or re enactment thereof for the time being in force and consequent to the approval of Preference shareholders of the company consent of the members be and is hereby accorded that the paid up Preference Share Capital of Rs 25 00 00 000 consisting of 2 50 00 000 10 Non cumulative Redeemable Preference Shares of Rs 10 each Rupees Ten only be altered as 2 50 00 000 Compulsory Convertible Preference shares of Rs 10 each and same be converted into 1 25 00 000 Equity shares of Rs10 each issued at a premium of Rs 10 per share RESOLVED FURTHER THAT the equity shares of the Company to be allotted upon conversion of the Compulsory Convertible Preference Shares in accordance with the terms above shall be subject to the provisions 2 of the Memorandum and Articles of Association of the Company and shall rank paripassu in all respects including as to dividend with the existing fully paid up equity shares of face value of Re 10 each of the Company RESOLVED FURTHER THAT the Directors of the company be and are hereby severally authorised to do all such acts deeds and things as may be necessary for giving effect to the above resolution ITEM NO 3 CONVERSION OF LOAN INTO EQUITY SHARES To consider and if thought fit to pass with or without modification s the following Resolution as a Special Resolution RESOLVED THAT pursuant to provisions of Section 62 3 amp
4. 42 of the Companies Act 2013 or such other provisions as may be applicable and rules made thereunder consent of the members be and is hereby accorded for raising of loan or treating advance received against land as loan to the extent of Rs 29 00 00 000 from GVK Projects amp Technical Services Limited Holding Company and subsequently converting the same into 1 45 00 000 equity shares of Rs 10 each at a premium of Rs 10 per share RESOLVED FURTHER THAT the equity shares of the Company to be allotted upon conversion of the Loan in accordance with the terms above shall be subject to the provisions of the Memorandum and Articles of Association of the Company and shall rank paripassu in all respects including as to dividend with the existing fully paid up equity shares of face value of Rs 10 each of the Company RESOLVED FURTHER THAT the Directors of the company be and are hereby severally authorised to do all such acts deeds and things as may be necessary for giving effect to the above resolution By order of the Board of Director of Novopan Industries Limited Sd Place Hyderabad Anicattu Issac George Date 16 02 2015 Director Explanatory Statement Pursuant to Sections 102 1 and 110 of the Companies Act 2013 Item Nos 1 2 and 3 As the members are aware due to various reasons the Company has closed its operations at all its manufacturing units during the year 2010 11 and thereafter started paying to all it
5. Members of the Company holding shares either in physical form or in dematerialized form as on the relevant date i e 20 February 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
6. 3 a of Articles of Association AoA of the Company specify the Authorized capital as Rs 50 00 00 000 consisting of 2 00 00 000 Equity shares of Rs 10 each and Rs 30 00 00 000 10 Non cumulative Redeemable Preference Shares consisting of 3 00 00 000 shares of Rs 10 each As it is proposed to convert the the loan and the preference shares into equity capital the existing authorised preference share capital requires to be reclassified as equity share capital which requires amendment of MoA amp AoA accordingly The company is proposing to issue the above said shares at premium of Rs 10 per share based on the Fair Market value of the assets and liabilities of the Company as on 31 December 2014 i Objects of the issue As the company has no resource to repay the loan taken and has no profits to redeem the preference shares which are falling due for redemption during June 2015 the company has requested the holding company to convert such loan and preference shares into equity share capital ii The Price or Price band at within which the allotment is proposed is Rs 20 that is at a premium of Rs 10 per share on face value of Rs 10 each iii Basis for the price has been arrived at as per report of valuer Valuation Report of a Practicing Chartered Accountant has been taken based on fair value book value of assets as on 31 12 2014 iv Relevant date with reference to which the price has been arrived at Based on fair value o
7. 5 16 17 18 forward the same along with postage prepaid self addressed Business Reply Envelope to the Member A Member cannot exercise his her 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 18 00 Hours IST on 28 March 2015 Saturday 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 The Postal Ballot Form s may also be deposited personally at the address given on the self addressed Business Reply Envelope The duly completed Postal Ballot Form s should reach the Scrutinizer not later than 18 00 Hours IST on 28 March 2015 Saturday to be eligible for being considered failing which it will be strictly considered that no reply has been received from the Member In case of joint holding the Postal Ballot Form must 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 Unsigned incomplete improperly or incorrectly ticked Postal Ballot Forms shall be rejected
8. ce shares into equity share capital xii The Shareholding pattern of the company before and after the proposed issue Pre Issue Post Issue Category of of No No of shares held share No of shares held share holding holding A Promoters holding 1 Indian Individual 900 0 01 900 0 00 Bodies Corporate 11009561 92 44 38009561 97 69 Sub Total 11010461 92 45 38010461 97 69 2 Foreign Promoters Nil Nil Nil Nil Sub Total A 11010461 92 45 38010461 97 69 B Non promoters holding 1 Institutional Investors 2 Non Institution Private Corporate Bodies 73851 0 62 73851 0 19 Directors and Relatives 606 0 01 606 0 00 Indian Public 788824 6 62 788824 2 03 Others including NRI s 36211 0 30 36211 0 09 Sub Total B 899492 899492 Grand Total A B 11909953 100 38909953 100 The Board of directors recommends the amendment of MoA amp AoA and conversion of Preference shares amp loan into equity shares None of the director or Key Managerial Personnel of the Company or their relatives is concerned or interested financial or otherwise in the resolution set out at Item No 1 to 3 By order of the Board of Director of Novopan Industries Limited Sd Place Hyderabad Anicattu Issac George Date 16 02 2015 Director Notes 1 The statement pursuant to Section 102 of the Companies Act 2013 stating all material facts and the reasons for the p
9. ding company As the company is not having any revenue source and in absence of profits the company may not be able to redeem the preference shares and repay the loan The above said preference shares were issued as redeemable preference shares and as per the provisions of the Companies Act 2013 such shares may be redeemed only out of either distributable profits of the Company or proceeds of fresh issue of shares As the Company has neither profits nor expected to undertake any business in near future to issue further shares Hence the Company has requested the preference shareholder to give their consent for changing the terms of preference shares by altering the nature of preference shares from redeemable to convertible preference shares In terms of provisions of section 48 of the Companies Act 2013 preference shareholders have given their consent in writing to change the terms of preference shares and also to convert the same into 1 25 00 000 equity shares of Rs 10 each issued at a premium of Rs 10 per share Accordingly it is proposed to convert 2 50 00 000 10 Redeemable Non cumulative preference shares of Rs 10 each into 1 25 00 000 equity shares of Rs 10 each issued at a premium of Rs 10 per share and the loan of Rs 29 00 00 000 is being raised with an option to convert the same into 1 45 00 000 equity shares of Rs 10 each issued at a premium of Rs 10 per share Clause V of the Memorandum of Association MoA amp Article
10. email addresses with their Depository Participants in case of shares held in demat form or with the Company s Registrar and Share Transfer Agent in case of shares held in physical form 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 In compliance with 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 Please note that e voting is an alternate mode to cast votes and is optional 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 The instructions for electronic voting are annexed to this notice 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 investor novopan in The Registrar and Transfer Agent of the Company Company shall 6 10 it 12 13 14 1
11. f assets as on 31 12 2014 v The class or classes of persons to whom the allotment is proposed to be made is GVK Projects amp Technical Services Limited Holding company vi Intention of promoters directors or key managerial personnel to subscribe to the offer The entire offer is made to Holding Company Promoter vii The Proposed time within which the allotment shall be completed The proposed issue and allotment of shares on preferential basis through private placement would be completed within 12 months from the date of passing of the special resolution by the shareholders of the Company i e by 28 03 2016 viii The name of the allottee and percentage of post preferential offer is ix x xi GVK Projects amp Technical Services Limited Holding Company Promoter and post preferential offer the total percentage to the capital of allotte will be 97 69 Change in control of the management After the issue and allotment of the said preferential shares there would be no change in control of the management The number of persons to whom allotment on preferential basis have already been made during the year is Nil Justification for proposed allotment As the Company has no resource to repay the loan taken and has no profits to redeem the preference shares which are falling due for redemption during June 2015 the company has requested the holding company to convert such loan and preferen
12. he PDF file titled 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 by typing 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 Click on Login 7 e The Password change menu will appear Change the password to a password of your choice The new password should have a minimum of 8 eight 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 f The homepage of e voting will open Click on e voting Active Voting Cycles g Select EVEN E Voting Event Number of Novopan Industries Limited For an EVEN you can login any number of times on e voting platform of NSDL till you have voted on the resolution during the voting period h Now you are ready for e voting as the Cast Vote page opens i Cast your vote by selecting the option of your choice and clicking on Submit and also remember to Confirm when prompted j Upon confirmation the message Vote cast successfully will be displayed k Once you have voted on a resolution you will not be allowed to modify your vote 1 Institutional members i e
13. nd Article 3 a and other enabling provisions of the Articles of Association of the Company and subject to such approvals consents permissions and sanctions if any required from any authority the authorized share capital of the Company be amended by reclassifying the existing share capital of Rs 50 00 00 000 Rupees Fifty Crore divided into 2 00 00 000 Two Crores Equity Shares of Rs 10 each Rupees Ten only and 3 00 00 000 Three Crores 10 Non cumulative Redeemable Preference Shares of Rs 10 each Rupees Ten only to 5 00 00 000 Five Crores Equity Shares of Rs 10 each Rupees Ten only for the purposes of issuance and allotment of the equity shares of the Company pursuant to approval of preference shareholders for alteration of 10 Non cumulative Redeemable Preference Shares of the Company into Compulsory Convertible Preference Shares and converting the same into 1 25 00 000 equity shares of Rs 10 Rupee Ten each at a premium of Rs10 per share and conversion of loan of Rs 29 00 00 000 into 1 45 00 000 equity shares of Rs 10 Rupee Ten each at a premium of Rs 10 per share ranking paripassu with the existing equity shares of the Company RESOLVED FURTHER THAT pursuant to the provisions of Sections 13 and 14 and all other applicable provisions if any of the Companies Act 2013 including any statutory modification or re enactment thereof for the time being in force and applicable Articles of Association of the Company and s
14. 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 signatories who are authorized to vote to the Scrutinizer via e mail to investor novopan in with a copy marked to evoting nsdl co in 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 1 mentioned above to cast your vote successfully 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 or contact NSDL by email at evoting nsdl co in 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 27 February 2015 Friday 9 00 Hours IST and ends on 28 March 2015 Saturday 18 00 Hours IST During this period
15. roposals set out above is annexed herewith The Board has appointed Mr Vikas Sirohiya Partner M s P S Rao amp Associates Practicing Company Secretaries as the Scrutinizer for conducting the postal ballot e voting process in a fair and transparent manner The Postal Ballot Notice 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 as on the close of business hours on 20 02 2015 Accordingly the Members whose names appear on the Register of Members List of Beneficial Owners received from the National Securities Depository Limited NSDL as on 20 02 2015 will be considered for the purpose of voting Voting rights shall be reckoned on the paid up value of shares registered in the name of the Members as on 20 2 2015 The dispatch of the Postal Ballot Notice and the Explanatory Statement shall be announced through an advertisement in at least 1 one English newspaper and at least 1 one Telugu newspaper each with wide circulation in Hyderabad where the registered office of the Company is situated and published on the Company website In accordance with the provisions of Section 101 and other applicable provisions of the Companies Act 2013 read with Rules 18 and 22 of the Companies Management and Administration Rules 2014 the Postal Ballot Notice is being sent by email to those Members who have registered their
16. s creditors To meet the part of its liabilities the Company has issued 10 Non cumulative Redeemable Preference Shares to GVK Projects amp Technical Services Limited Holding Company for an amount of Rs 25 crores Further the Company tried to dispose off some of its assets including land and received advance against the same and was successful in selling its plant amp machineries The Company has received an amount of Rs 29 crores as advance from holding Company against sale of land of the Company Due to certain reasons the holding Company has expressed its inability in buying the said land As the Company has no cash flows to repay the advances taken from the holding Company it has requested them to treat the advance as loan and convert the same into equity with the permission of shareholders 3 As per the provisions of Section 62 3 of the Companies Act 2013 the Company may convert loan into equity if the approval of members is taken by way of special resolution before raising such loan Hence the resolution for treating the advance as loan with an option to convert into equity is proposed for your approval There are certain liabilities in the books of the company which are required to be cleared off including the redemption of said preference shares which is due during June 2015 In this regard the company is contemplating to raise loan convert the advance into loan as per the Item No 3 of the present Notice from its hol
17. t and e voting process in a fair and transparent manner Members desiring to exercise their vote by postal ballot are requested to carefully read the instructions printed in the Postal Ballot Form and return the same duly completed The duly completed Postal Ballot Form s should reach the Scrutinizer not later than 18 00 Hours IST on 28 March 2015 Saturday Members desiring to opt for e voting as per the facilities arranged by the Company are requested to read the instructions in the Notes under the section Voting through electronic means in this Notice The Scrutinizer will submit his report to the Chairman or any other Director of the Company after the completion of the scrutiny of the postal ballots including e voting The result of postal ballot including e voting shall be declared on or before 30 March 2015 Monday and communicated to the Depository and the Registrar and Share Transfer Agent and would also be displayed on the Company s website at www novopan in ITEM NO 1 ALTERATION OF MEMORANDUM OF ASSOCIATION amp ARTICLES OF ASSOCIATION OF THE COMPANY To consider and if thought fit to pass with or without modification s the following Resolution as a Special Resolution RESOLVED THAT pursuant to the provisions of Sections 13 amp 14 and all other applicable provisions if any of the Companies Act 2013 including any statutory modification or re enactment thereof for the time being in force a
18. ubject to such approvals consents permissions and sanctions if any required from any authority the existing clause V of the Memorandum of Association amp Article 3 a be altered by deletion of the existing clause amp Article respectively and by substitution thereof with the following Clause V Memorandum of Association V Share Capital of the Company is Rs 50 00 00 000 Rupees Fifty Crores only divided into 5 00 00 000 Five Crores Equity Shares of Rs 10 each Rupees Ten only Article 3 a Articles of Association 3 a The Authorised share capital of the Company is Rs 50 00 00 000 Rupees Fifty Crores only divided into 5 00 00 000 Five Crores Equity Shares of Rs 10 each with the power to sub divide consolidate increase and reduce the capital and to divide the shares in the capital for the time being into several classes and attach thereto respectively such preferential or special rights and privileges and to vary modify abrogate any such rights privileges or conditions in such manner as may for the time being be provided in the regulations of the Company ITEM NO 2 CONVERSION OF 10 NON CUMULATIVE REDEEMABLE PREFERENCE SHARES INTO EQUITY SHARES To consider and if thought fit to pass with or without modification s the following Resolution as a Special Resolution RESOLVED THAT pursuant to the provisions of Section 48 55 62 amp 42 and other applicable provisions if any of the Companies Act
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