Hatsun Agro_Postal Ballot Notice
Contents
1. Issue of Capital and Disclosure Requirements Regulations 2009 is higher than the minimum price of Rs 300 per share then there shall be the consequent changes in the number of shares to be issued subject to the condition that the total number of shares to be issued to all the proposed allottees is restricted to overall subscription amount of Rs 30 00 00 000 Rupees Thirty Crores only as mentioned in the resolution Natural persons ultimately controlling the proposed allottee M s V V V amp Sons Edible Oils Limited a List of Directors of M s V V V amp Sons Edible Oils Limited SI No Name of the Director V V V R MUTHU V V V R SATHYAM V V V R THENDRAL R JEGATHAMBAL M MALARVIZHI R S VIJAYACHAMUNDEESWARI R T MADHUMATHI M RAJIV VIGNESH ojo NIaoJaj A OJN R T VALLAVAN R S PARIMANNAVAN b List of shareholders of M s V V V amp Sons Edible Oils Limited SI No Name of the Shareholder of Shareholding 1 V V V R MUTHU 9 2 V V V R SATHYAM 9 3 V V V R THENDRAL 9 4 R JEGATHAMBAL 7 5 M MALARVIZHI 8 92 6 R S VIJAYACHAMUNDEESWARI 8 92 7 R T MADHUMATHI 8 92 SI No Name of the Shareholder of Shareholding 8 V R ANBU 3 24 9 M RAJIV VIGNESH 9 10 R T VALLAVAN 6 11 R S PARIMANNAVAN 3 12 R T INIAN 6 13 R S RAJENDRA MAYAVAN 6 14 R RAJAVALLI 3 152. Senior Partner of M s S Dhanapal amp Associates Practising Company Secretaries Chennai as scrutinizer for conducting the Postal Ballot Process in a fair and transparent manner The self addressed business reply envelope bears the address of the Scrutinizer There shall be one Postal Ballot for every folio irrespective of the number of joint holders Proxy shall not exercise the Postal Ballot The Postal Ballot should be completed and signed by the shareholder In case of joint holding this Form should be completed and signed as per specimen signature registered with the Company in respect of shares held in physical form or furnished by NSDL or CDSL to the Company in respect of shares held in dematerialized form by the first named shareholder and failing him her by the next named shareholder and so on In case of shares held by the Company Trust Society etc the duly completed Postal Ballot Form should be accompanied by Certified True Copy of the Board Resolution Authority Letter Duly completed Postal Ballot Form should be received by the Scrutinizer on or before the close of working hours on Monday the 27 day of October 2014 All Postal Ballot Forms received after this date will be strictly treated as if reply from such Shareholder has not been received Votes will be considered invalid on the following grounds a Ifthe Ballot Form is unsigned b If the member s signature does not tally c Ifthe member has marked y both in f
3. Event Number USER ID PASSWORD PIN ii Please follow all steps from SI No 4 a ii to SI No 4 a xii above to cast your vote c 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 d If you are already registered with NSDL for e voting then you can use your existing user ID and password for casting your vote e 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 Kindly note that the shareholders can opt only one mode of voting i e either by Physical Ballot or e voting If shareholders are opting for e voting then do not vote by Physical Ballot or vice versa However in case shareholders cast their vote by Physical Ballot and e voting both then voting done through valid Physical Ballot shall prevail and voting done by e voting will be treated as invalid Shareholders desiring to exercise 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 Monday the 27 October 2014 The postage cost will be borne by the Company However env
4. P VINODHINI 3 TOTAL 100 None of the proposed allottees have sold or dispensed any of the holding during the six 6 months period prior to the relevant date i e 26th September 2014 since 28th September 2014 being 30 days prior to the date of publication of the results of the postal ballot falls on Sunday and as per Regulation 71 Where the relevant date falls on a Weekend Holiday the day preceding the Weekend Holiday is reckoned to be the relevant date f Lock in period of Equity Shares The Equity Shares arising out of issue and allotment of shares to the Non Promoter Group pursuant to the proposed special resolution shall be subject to lock in as per SEBI Issue of Capital and Disclosure Requirements Regulations 2009 g Change in control or composition of the Board There will be no change in control or composition of the Board on account of the proposed preferential issue of equity shares h The proposed allotment of equity shares on preferential basis to Non Promoter Group shall be subject to SEBI Guidelines applicable for such issue i Relevant Date The Relevant Date for the purpose of pricing of the Equity Shares is Friday 26 September 2014 since 28th September 2014 being 30 days prior to the date of publication of the results of the postal ballot falls on Sunday and as per Regulation 71 Where the relevant date falls on a Weekend Holiday the day preceding the Weekend Holiday is reckoned to be the relevant
5. Weekend Holiday is reckoned to be the relevant date Stock Exchange for this purpose shall mean Bombay Stock Exchange Limited Though the shares of the Company are listed in both Bombay Stock Exchange Limited and The National Stock Exchange of India Limited the Company s shares got admitted for trading in The National Stock Exchange of India Limited w e f 20 June 2014 only and the prices of related equity shares are not available for the entire twenty six weeks preceding the relevant date with The National Stock Exchange of India Limited The Company s total trading during the twelve months preceding the relevant date is 5 15 only which is less than 10 of the shares of total paid up capital of the Company and your Company is coming under infrequently traded shares category Since your Company s shares are coming under Infrequently traded shares category the price at which the equity shares to be issued will be determined by taking into account valuation parameters including book value comparable trading multiples and such other parameters as are customary for valuation of shares The Company undertakes that it shall re compute the price of the above equity shares in terms of the provision of SEBI Issue of Capital and Disclosure Requirements Regulations 2009 where it is required to do so The Company also undertakes that if the amount payable on account of the re computation of price is not paid within the time stipulated in these
6. and Disclosure Requirements Regulations 2009 whichever is higher The total subscription amount including premium on shares up to which shares to be issued is Rs 30 00 00 000 Rupees Thirty Crores Only On bringing in the requisite money each allottee is entitled to be allotted such number of securities equivalent to the money being brought in at the price approved by the shareholders The Company is proposing to allot the above securities to the following persons entities belonging to Non Promoter Group Amount Proposed No of Equity SI No Name of the Person Entity and address Rs in Lakhs Shares to be issued 1 P Vaidyanathan Karta of P Vaidyanathan SHUF PAN AAHHP2841K 1200 4 00 000 No 7AB Ill Block Kences Enclave No 1 Chari Street T Nagar Chennai 600 017 2 V V V amp Sons Edible Oils Limited CIN U15144TN2008PLC067129 PAN AACCV6897R 600 2 00 000 Regd Office Post Box No 19 No 443 Bazaar Virudhunagar 626 001 3 Satyanarayanan Dhanushkodi PAN AHDPS2915G 19735 Drake Drive Cupertino CA 95014 U S A 450 1 50 000 4 Sankaranarayanan Dhanushkodi PAN AHAPS4323D 1003 Huntingdon Drive San Jose CA 95129 U S A 450 1 50 000 5 Jegamohan Aravandy PAN ADNPJ8637L 14341 Oka Lane Los Gatos CA 300 1 00 000 3000 10 00 000 No of shares proposed to be issued is calculated on the assumption that the equity shares will be allotted at a minimum price
7. discretion deem necessary desirable or expedient to the issue offer or allotment of the aforesaid Securities listing thereof with the stock exchange s and to resolve and settle all questions and difficulties that may arise in the proposed issue offer including pricing number of shares to be allotted allotment of aforesaid shares utilization of the issue proceeds and to do all acts deeds and things in connection there with and incidental thereto as the Board may in its absolute discretion deem fit and consent or approval shall be deemed to have been given RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred by this resolution to any Director or Directors or to any Committee of Directors or any other officer or officers of the Company to give effect to the aforesaid resolutions including to execute any documents on behalf of the Company and to represent the Company before any governmental authorities and to appoint any professional advisors consultants lawyers By Order of the Board For HATSUN AGRO PRODUCT LIMITED SD Place Chennai R G CHANDRAMOGAN Date 23 09 2014 CHAIRMAN AND MANAGING DIRECTOR NOTES 1 The explanatory statement and reasons for the proposed resolution as required under Section 102 of the Companies Act 2013 is annexed to this notice 2 The Company has appointed Mr S Dhanapal Senior Partner S Dhanapal amp Associates Practising Company Sec
8. of Rs 300 per share In case if the actual price determined in accordance with the SEBI Issue of Capital and Disclosure Requirements Regulations 2009 is higher than the minimum price of Rs 300 per share then there shall be the consequent changes in the number of shares to be issued subject to the condition that the total number of shares to be issued to all the proposed allottees is restricted to overall subscription amount of Rs 30 00 00 000 Rupees Thirty Crores only as mentioned in the resolution iii The pricing of the equity shares to be allotted on preferential basis to the Non Promoter Group shall not be lower than the price determined in accordance with the SEBI Issue of Capital and Disclosure Requirements Regulations 2009 Currently SEBI Issue of Capital and Disclosure Requirements Regulations 2009 provides that the pricing for the issue of securities on preferential basis by a listed Company is to be based on the following a In case of frequently traded shares The allotment of securities on preferential basis can be made at a price not less than higher of the following e The average of the weekly high and low of volume weighted average prices of the related equity shares quoted on the recognized stock exchange during the twenty six weeks preceding the relevant date or e The average of the weekly high and low of the volume weighted average prices of the related equity shares quoted on a recognized stock
9. regulations the specified securities shall continue to be locked in till the time such amount is paid by the allottees iv The Equity Shares arising out of issue and allotment of shares to the Non Promoter Group pursuant to the proposed special resolution shall be subject to lock in as per SEBI Issue of Capital and Disclosure Requirements Regulations 2009 v The Equity Shares allotted pursuant to the above Resolution shall rank in all respects pari passu with the existing Equity Shares of the Company vi Pursuant to the provisions of Sections 42 amp 62 of the Companies Act 2013 and as per the requirements of SEBI Issue of Capital and Disclosure Requirements Regulations 2009 issue of equity shares requires prior approval of the shareholders by a Special Resolution Under Section 110 of the Companies Act 2013 a listed Company may obtain the approval of the shareholders through Postal Ballot e voting This resolution is proposed for the approval of the Members by way of Postal Ballot e voting in accordance with the rules prescribed under the Companies Act 2013 B Disclosures prescribed under the SEBI Issue of Capital and Disclosure Requirements Regulations 2009 as amended up to date a Object of the issue To mobilise funds for funding current future expansion plans activities and working capital requirements b Intention of the Promoters Directors or Key Managerial Personnel to subscribe to the offer The Pro
10. sanctions and consents as may be required from any Government or Regulatory Authorities and or other institutions and bodies including banks provided that such terms conditions alterations modifications corrections changes and variations if any that may be stipulated or imposed or prescribed under such approvals permissions sanctions and consents are acceptable to the Board of Directors hereinafter referred to as Board which term shall include any duly constituted and authorized Committee of Directors thereof the consent of the Company be and is hereby accorded to the Board to issue and allot up to such number of equity shares hereinafter referred to as Securities of Re 1 each fully paid up at Rs 300 per share including a premium of Rs 299 per share or at such price determined in accordance with SEBI Issue of Capital and Disclosure Requirements Regulations 2009 whichever is higher by way of preferential allotment in one or more tranches to the below mentioned persons entities belonging to Non Promoter Group on cash basis for an aggregate consideration of up to Rs 30 00 00 000 Rupees Thirty Crores only with details as given below SI No Name of the Person Entity and address Amount to be brought in Rs in Lakhs a P Vaidyanathan Karta of P Vaidyanathan SHUF PAN AAHHP2841K No 7AB Ill Block Kences Enclave No 1 Chari Street T Nagar Chennai 600 017 2 V V V amp Sons Edible Oils Limited
11. to exercise his vote through Postal Ballot and a Member having no right should treat this Notice as intimation only Incomplete unsigned or incorrect Postal Ballot Forms will be rejected The Scrutinizer s decision on the validity of a Postal Ballot shall be final and binding The result of the Postal Ballot will also be posted on the website of the Company www hatsun com and also in the newspaper s for the information of the Shareholders The Company is pleased to offer e voting facility as an alternate for all the Shareholders of the Company to enable them to cast their votes electronically instead of despatching Postal Ballot Form E voting is optional The detailed procedure is enumerated in the Notes to the Postal Ballot Notice The date of declaration of result i e 28 day of October 2014 shall be the effective date of passing of the resolution
12. 2 Non Institution Private Corporate Bodies 32 97 307 3 06 34 97 307 3 22 Directors and Relatives 41 63 769 3 87 45 63 769 4 20 Indian Public 1 31 33 470 12 19 1 31 33 470 12 08 Others including NRIs 37 64 075 3 50 41 64 075 3 83 Sub Total 3 2 69 49 618 25 02 2 79 49 618 25 71 Grand Total 1 2 3 10 76 91 648 100 00 108691648 100 00 The holdings as on cut off date i e 19 September 2014 is considered for Pre Allotment The Post Allotment is on the assumption that the equity shares proposed to be issued are issued at a minimum price of Rs 300 per share In case if the actual price determined in accordance with the SEBI Issue of Capital and Disclosure Requirements Regulations 2009 is higher than the minimum price of Rs 300 per share then there shall be the consequent changes in the number of shares to be issued subject to the condition that the total number of shares to be issued to all the proposed allottees is restricted to overall subscription amount of Rs 30 00 00 000 Rupees Thirty Crores only as mentioned in the resolution Proposed time within which the allotment shall be completed As per the SEBI Issue of Capital and Disclosure Requirements Regulations 2009 the Board proposes to allot the above equity shares in one or more tranches within a period of fifteen days from the date of passing of the proposed special resolution Provided that where the allotment is pending on account of any pendanc
13. CIN U15144TN2008PLC067129 PAN AACCV6897R 600 Regd Office Post Box No 19 No 443 Bazaar Virudhunagar 626 001 3 Satyanarayanan Dhanushkodi PAN AHDPS2915G 19735 Drake Drive Cupertino CA 95014 U S A 4 Sankaranarayanan Dhanushkodi PAN AHAPS4323D 1003 Huntingdon Drive San Jose CA 95129 U S A 5 Jegamohan Aravandy PAN ADNPJ8637L 14341 Oka Lane Los Gatos CA 1200 450 450 300 3000 RESOLVED FURTHER THAT equity shares to be issued and allotted on preferential basis shall rank pari passu in all respects with the existing securities of the Company RESOLVED FURTHER THAT the said securities shall be subject to the lock in as per the SEBI Issue of Capital and Disclosure Requirements Regulations 2009 for the Preferential Issue as amended up to date RESOLVED FURTHER THAT without prejudice to the generality of the above the relevant date for the determination of price for the above mentioned Securities to be issued as per SEBI Issue of Capital and Disclosure Requirements Regulations 2009 is 26 September 2014 RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution and matters flowing there from connected with and incidental to any of the matters mentioned in the aforesaid resolution the Board be and is hereby authorized on behalf of the Company to take all actions and to do all such deeds matters and things as it may in its absolute
14. Click Login v Password change menu appears Change the password with new password of your choice with minimum 8 digits characters or combination thereof Note new password 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 Evoting Cycles vii Select EVEN of Hatsun Agro Product Limited viii 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 resolutions you will not be allowed to modify your vote xii For the votes to be considered valid the institutional 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 at csdhanapal gmail com with a copy marked to evoting nsdl co in b In case of Shareholders receiving Postal Ballot Form by Post and opting to vote through e voting process i Initial password is provided at the bottom of the enclosed Postal Ballot Form in the following format EVEN E Voting
15. E TIATSUN HATSUN AGRO PRODUCT LIMITED CIN L15499TN1986PLC012747 Regd Office Domaine Door No 1 20A Rajiv Gandhi Salai OMR Karapakkam Chennai 600 097 Phone No 044 24501622 Fax 044 24501422 Email secretarial hatsun com Website www hatsun com NOTICE ISSUED TO MEMBERS PURSUANT TO SECTION 110 OF THE COMPANIES ACT 2013 To The Members of Hatsun Agro Product Limited Notice is hereby given pursuant to Section 110 of the Companies Act 2013 the Act read with The Companies Management and Administration Rules 2014 that the Company is seeking the consent of its members for the issue and allotment of equity shares on Preferential Basis to Non Promoter Group by way of Postal Ballot which includes voting by electronic means The Explanatory Statement pertaining to the resolution proposed in this notice setting out all material facts and reasons thereof along with Postal Ballot Form is annexed The Company has appointed Mr S Dhanapal Senior Partner of M s S Dhanapal amp Associates Practising Company Secretaries Chennai as Scrutinizer for conducting the postal ballot process in a fair and transparent manner You are requested to carefully read the instructions printed in the Postal Ballot Form and return the Form duly completed in the attached self addressed postage pre paid business reply envelope so as to reach the Scrutinizer on or before the close of working hours i e 5 30 P M on Monday the 27th day of Octobe
16. avour and also against in the ballot paper d If the ballot paper received is torn or defaced or mutilated to an extent that it is difficult for Scrutinizer to identify either the member or number of votes or as to whether the votes are cast in favour or against the resolution or the signature could not be checked or on one or more of the above grounds e On such other grounds which in the opinion of the Scrutinizer makes the votes invalid A Member may request for a duplicate Postal Ballot Form if so required All such requests should be addressed to the Company s Registrar amp Transfer Agents M s Integrated Enterprises India Limited No 30 Ramana Residency 4 Cross Sampige Road Malleswaram Bangalore 560 003 However the duly completed duplicate Postal Ballot Form should reach the Scrutinizer on or before the date specified in Instruction No 5 above Voting rights shall be reckoned on the paid up value of shares registered in the name of the Shareholders as on 19 September 2014 A member need not use all the votes or cast all the votes in the same way Members are requested not to send any other paper along with the Postal Ballot Form in the enclosed self addressed business reply envelope as all such envelopes will be sent to the Scrutinizer and any extraneous paper found in such envelope would be destroyed by the Scrutinizer and the Company would not be able to act on the same Only a Member entitled to vote is entitled
17. date j Documents for Inspection Certificate from the Practising Company Secretary confirming that the issue is being made in accordance with the SEBI Issue of Capital and Disclosure Requirements Regulations 2009 and the Pricing Certificate issued by the Independent Chartered Accountant in Practice will be made available for inspection at the Registered Office of the Company between 02 00 p m and 05 00 p m on any working day up to the last date for voting under Postal Ballot Certificate from the Practising Company Secretary confirming that the issue is being made in accordance with the SEBI Issue of Capital and Disclosure Requirements Regulations 2009 will also be displayed on the website of the Company www hatsun com k Pricing and Undertaking to re compute the price The price of equity shares to be issued is at Rs 300 per share including a premium of Rs 299 per share or at such price determined in accordance with SEBI Issue of Capital and Disclosure Requirements Regulations 2009 whichever is higher Further the Company undertakes that it shall re compute the price of the above equity shares in terms of the provision of SEBI Issue of Capital and Disclosure Requirements Regulations 2009 where it is required to do so 1 Undertaking to put under lock in till the recomputed price is paid The Company undertakes that if the amount payable on account of the re computation of price is not paid within the time stipulated in
18. elopes containing Postal Ballot Form s if deposited in person or sent by courier or registered speed post at the expense of the shareholder will also be accepted The voting period for e voting module ends on Monday 27th October 2014 The e voting module will be disabled by NSDL at 5 30 p m on the same day In cases where the Postal Ballot Form has been signed by an Authorised Representative of a Body Corporate certified copy of the relevant authorisation to vote on the Postal Ballot should accompany the Postal Ballot Form 10 11 12 13 Voting rights shall be reckoned on the paid up value of the shares registered in the name s of the Member s on the cut off date i e Friday 19 September 2014 The Postal Ballot Forms received after 27th October 2014 will be treated as if reply from the member has not been received The Scrutinizer will submit his report addressed to the Chairman and Managing Director of the Company after completion of scrutiny of Postal Ballot in a fair and transparent manner The results of the Postal Ballot will be announced on Tuesday 28th October 2014 at 5 00 p m at the Registered Office of the Company and communicated to the Stock Exchanges where the Company s shares are listed The results of the Postal Ballot will also be displayed on the Company s website www hatsun com The Board of Directors of the Company has appointed Shri R G Chandramogan Chairman and Managing Director as the person re
19. exchange during the two weeks preceding the relevant date frequently traded shares means shares of an issuer in which the traded turnover on any stock exchange during the twelve calendar months preceding the relevant date is at least ten per cent of the total number of shares of such class of shares of the issuer Provided that where the share capital of a particular class of shares of the issuer is not identical throughout such period the weighted average number of total shares of such class of the issuer shall represent the total number of shares In case of Infrequently traded shares The price determined by the issuer shall take into account valuation parameters including book value comparable trading multiples and such other parameters as are customary for valuation of shares of such companies Provided that the issuer shall submit a certificate stating that the issuer is in compliance of this regulation obtained from an independent merchant banker or an independent chartered accountant in practice having a minimum experience of ten years to the stock exchange where the equity shares of the issuer are listed The Relevant Date for the purpose of pricing of the Equity Shares is Friday 26 September 2014 since 28th September 2014 being 30 days prior to the date of publication of the results of the postal ballot falls on Sunday and as per Regulation 71 Where the relevant date falls on a Weekend Holiday the day preceding the
20. he Notice as an intimation only Detailed instructions to use the facility are given separately The Resolution if approved will be taken as passed effectively on the date of declaration of results Proposed Resolution ITEM NO 1 ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS TO NON PROMOTER GROUP 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 42 amp 62 and other applicable provisions if any of the Companies Act 2013 and its rules including any statutory amendments thereto and all modifications or re enactments thereof for the time being in force and in accordance with the provisions of the Memorandum and Articles of Association of the Company and subject to the rules regulations guidelines clarifications issued by the Securities and Exchange Board of India hereinafter referred to as SEBI including the SEBI Issue of Capital and Disclosure Requirements Regulations 2009 for the Preferential Issue as amended up to date hereinafter referred to as SEBI Regulations for Preferential Issue the Listing Agreements entered into by the Company with the Bombay Stock Exchange Limited BSE and The National Stock Exchange of India Limited NSE where the equity shares of the Company are listed and all other applicable laws and regulations and subject to the Company obtaining all such approvals permissions
21. moters of the Company its Directors and Key Managerial Personnel except Mr P Vaidyanathan do not intend to participate in the proposed issue of securities Mr P Vaidyanathan Independent Director is proposing to subscribe for 4 00 000 equity shares of Re 1 each aggregating to Rs 1200 Lakhs No of shares proposed to be issued is calculated on the assumption that the equity shares will be allotted at a minimum price of Rs 300 per share In case if the actual price determined in accordance with the SEBI Issue of Capital and Disclosure Requirements Regulations 2009 is higher than the minimum price of Rs 300 per share then there shall be the consequent changes in the number of shares to be issued subject to the condition that the total number of shares to be issued to all the proposed allottees is restricted to overall subscription amount of Rs 30 00 00 000 Rupees Thirty Crores only as mentioned in the resolution c Shareholding pattern before and after the proposed preferential issue d lt SI No Class of shareholders Pre allotment Post Allotment No shares No of shares A Promoters Holdings 1 Indian Individual 8 07 42 030 74 98 8 07 42 030 74 29 Bodies Corporate 0 0 0 0 Sub Total 1 8 07 42 030 74 98 8 07 42 030 74 29 2 Foreign Promoters 0 0 0 0 Sub Total 2 0 0 0 0 B Non Promoters Holding 1 Institutional Investors 25 90 997 2 40 25 90 997 2 38
22. r 2014 The Scrutinizer after completion of the scrutiny will submit his report to the Chairman and Managing Director of the Company on Tuesday the 28th day of October 2014 The results of the postal ballot will be declared by the Chairman and Managing Director or in his absence by the Joint Managing Director authorised by the Board in this regard on Tuesday the 28th day of October 2014 at 5 00 P M at the Registered Office of the Company The results will also be posted on the website of the Company www hatsun com The results shall be intimated to the Stock Exchange where the shares of the Company are listed and also to the general public through press release in newspapers Members may note that as required under Clause 35B of the Listing Agreement the Company has engaged the services of National Securities Depository Limited NSDL to provide e voting facility to members of the Company Accordingly the Company is providing e voting facility for the Postal Ballot as an alternate which would enable the members to cast their votes electronically instead of casting their votes and despatching Postal Ballot forms physically Please read and follow the instructions on e voting enumerated in the Notes to this Notice Only members entitled to vote are entitled to fill in the Postal Ballot Form and send it to the Scrutinizer or vote under the e voting facility offered by the Company and any other recipient of the Notice who has no voting rights should treat t
23. retaries Chennai to act as the Scrutinizer for conducting the postal ballot process in a fair and transparent manner 3 The Notice is being sent to all the Members whose names appear in the Register of Members List of Beneficial Owners received from National Securities Depository Limited NSDL Central Depository Services India Limited CDSL as on Friday 19 September 2014 4 In compliance with provisions of Section 108 and 110 of the Act read with The Companies Management and Administration Rules 2014 the Company is pleased to offer e voting facility as an alternate to all the Shareholders of the Company For this purpose the Company has entered into an agreement with NSDL for facilitating e voting to enable the Shareholders to cast their votes electronically instead of despatching Postal Ballot Form E voting is optional The instructions for Shareholders for e voting are as under a In case of Shareholders receiving intimation by e mail from NSDL and opting to vote through e voting process i Open e mail and open PDF file viz Hatsun Agro e Voting pdf with your Client ID or Folio No as password The said PDF file contains your user ID and password 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 Insert user ID and password as initial password noted in step i above
24. sponsible for the entire Postal Ballot process Documents specifically stated in the Explanatory Statement are open for inspection at the Registered Office of the Company between 02 00 pm and 5 00 pm on all working days except Saturdays Sundays and Public Holidays up to the date of announcement of result EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013 ltem No 1 The Board of Directors at their meeting held on 23rd September 2014 subject to the approval of the shareholders and other necessary approval s has approved the proposal for raising funds up to Rs 30 00 00 000 Rupees Thirty Crores Only by way of issue of Equity Shares on Preferential Basis to Non Promoter Group A Material Facts relating to the Issue of Equity Shares on Preferential Basis to Non Promoter Group i ii The proposed issue of Equity Shares on Preferential Basis to Non Promoter Group would be strictly in accordance with Chapter VII of the SEBI Issue of Capital and Disclosure Requirements Regulations 2009 as amended up to date and the following parameters would be subject to such changes as may be required to conform to the SEBI Issue of Capital and Disclosure Requirements Regulations 2009 Such proposed issue of Equity Shares to the Non Promoter Group would comprise of such number of equity shares at Rs 300 per share including a premium of Rs 299 per share or at such price determined in accordance with SEBI Issue of Capital
25. these regulations the specified securities shall continue to be locked in till the time such amount is paid by the allottees The above proposal is in the interest of the Company and the Board of Directors recommend the Resolution in Item No 1 of the Notice for approval by the members None of the Promoters Directors Key Managerial Personnel and their relatives are in any way concerned or interested in the said resolution except Mr P Vaidyanathan The Directors recommend the aforesaid resolution for the approval by the members as a Special Resolution By Order of the Board For HATSUN AGRO PRODUCT LIMITED SD Place Chennai R G CHANDRAMOGAN Date 23 09 2014 CHAIRMAN AND MANAGING DIRECTOR Encl 1 Postal Ballot Form 2 Self addressed Postage Pre paid Business Reply Envelope chen A HATSUN AGRO PRODUCT LIMITED CIN L15499TN1986PLC012747 Regd Office Domaine Door No 1 20A Rajiv Gandhi Salai OMR Karapakkam Chennai 600 097 Phone No 044 24501622 Fax 044 24501422 Email secretarial hatsun com Website www hatsun com POSTAL BALLOT FORM Please read instructions printed overleaf carefully before completing this form Serial No 1 Name amp Registered address of the sole first named Shareholder 2 Name s of the Joint Holder s If any 3 Registered Folio No DP Id No Client Id No Applicable to Shareholders holding shares in dematerialised form 4 Number of shares held 5 I We hereby e
26. xercise my our vote in respect of the resolution to be passed through Postal Ballot for the business stated in the Postal Ballot Notice of the Company dated 23 09 2014 by sending my our assent or dissent to the said resolution by placing the tick v mark at the appropriate box below I We I We assent dissent a Description Resolution v of to the to the i snares resolution resolution For Against 1 ISSUE OF EQUITY SHARES ON PREFERENTIAL s ial BASIS TO NON PROMOTER GROUP pecia Place Date Signature of the Shareholder ELECTRONIC VOTING PARTICULARS EVEN E Voting Event Number USER ID PASSWORD PIN Note 1 Kindly read the instructions printed overleaf before exersing your vote through this Form or e voting 2 Last date for receipt of Postal Ballot Forms by Scrutinizer is 27 October 2014 AT 12 13 14 15 INSTRUCTIONS A Member desiring to exercise vote by Postal Ballot may complete this Postal Ballot Form no other form or photocopy thereof is permitted and send it to the Scrutinizer in the attached self addressed postage prepaid business reply envelope Postage will be borne and paid by the Company However envelopes containing Postal Ballot Form s if sent by courier or registered speed post at the expense of the Shareholder will also be accepted Members residing outside India should stamp the envelopes appropriately The Company has appointed Mr S Dhanapal
27. y of any approval of any regulatory authority the allotment shall be made within 15 days from the date of such approval e The Identity of the proposed allottees and the percentage of post preferential issue capital that may be held by them on Pre No of iseie on Post Natural persons issue equity Price ssie aid who are the Name of the Categor Pre issue paid up shares INR of Post issue ined a of ultimate beneficial Proposed Allottee gory Holding capital of proposed eguit Holding bare ae owners ultimately 107691648 tobe Papat A ki controlling the shares allotted proposed allottee P Vaidyanathan E ries Ree tN 0 4 00 000 300 4 00 000 0 37 P Vaidyanathan SHUF Resident NN apc SONS Bodies 6 34 375 0 59 2 00 000 300 8 34 375 0 77 Asper d tails Edible Oils Limited Corporate given below Satyanarayanan Non yanaraya Resident Nil 0 1 50 000 300 1 50 000 0 14 N A Dhanushkodi Indian Sankaranarayanan Non Resident 23 429 0 02 1 50 000 300 1 73 429 0 16 N A Dhanushkodi Indian Non segamonan Resident Nil 0 1 00 000 300 1 00 000 0 09 N A Aravandy indi n The holdings as on cut off date i e 19 September 2014 is considered for Pre issue holding The Post issue holding is on the assumption that the equity shares proposed to be issued are issued at a minimum price of Rs 300 per share In case if the actual price determined in accordance with the SEBI
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