Jolly Board Postal Ballot form.p65
Contents
1. Limited the Company had got its equity shares voluntarily delisted from the Bombay Stock Exchange with effect from 11 September 2013 Since then the shares of the company are not traded on any stock exchange as they are no more listed The total paid up share capital of the company of Rs 4 54 67 000 comprises of 45 46 700 Equity shares of Rs 10 each Almost 96 of the total shares of the company are held by the promoter group The Board of Directors is of the opinion that with a view to simplify the shareholding and reduce the number of shares without in any manner reducing the paid up share capital of the company it is necessary to consolidate the existing capital comprising of Rs 10 per equity share to Rs 100 per equity share in terms of the provisions of section 61 1 b of the Companies Act 2013 This will also provide administrative convenience and reduce the cost of handling the shareholders In other words every shareholder will be entitled to receive one equity share of Rs 100 each for every 10 equity shares of Rs 10 each held by him in the capital of the Company Thereafter any fractional shares arising as a result of such consolidation of share capital shall be accumulated by the promoters of the Company and they shall either purchase themselves or arrange for the sale disposal of all the fractional shares by obtaining a fair price for the said fractional shares The proceeds so realised shall be distributed amongst all the holde2. authorized signatory ies to the Scrutinizer through e mail at spimarteyandassociates gmail com with a copy marked to evoting nsdl co in In case of Members receiving Postal Ballot Form By Post User ID and initial password is provided at the bottom of the Postal Ballot Form Please follow all steps from Sr No 3A ii to xii above to cast your vote if you are already registered with NSDL for e voting then you can use your existing user ID and password for Login to cast your vote In case of any queries you may refer to the Frequently Asked Questions FAQs for Shareholders and e voting user manual for Shareholders available at the Downloads section of NSDLs E Voting website www evoting nsdl com You can also send your queries grievances relating to e voting contact Mr Sagar Dharankar NSDL 4 Floor A Wing Trade World Kamla Mills Compound Senapati Bapat Marg Lower Parel Mumbai 400013 Email evoting nsdl co in Tel 022 24994360 Toll Free No 1800222990 The period of e voting starts on 25 11 2015 and ends on 24 12 2015 E voting shall be disabled by NSDL at 5 00 p m on 24 12 2015 The result of the postal ballot would be announced on 30 12 2015 Jottyboord LIMITED CIN U20200MH1956PLC009899 Registered Office 501 Rewa Chambers 31 Sir V Thackersey Marg Mumbai 400020 INDIA Tel 91 22 22078531 34 Fax 91 22 22069533 Email investor jollyboard com Web www jollyboard com POSTAL BALLOT FORM Serial
3. cast their votes both by Postal Ballot and e voting the votes cast through e voting shall prevail and the votes cast through postal ballot form shall be considered invalid Voting rights in the Postal Ballot e voting cannot be exercised by a proxy PROCESS FOR MEMBERS OPTING FOR VOTING BY POSTAL BALLOT a Members desiring to cast their vote by Postal Ballot should complete and sign this Postal Ballot Form and send it to the Scrutinizer Mr S P Imartey amp Associates Practising Company Secretaries C o Jollyboard Limited 501 Rewa Chambers 31 Sir Vithaldas Thackersy Marg Mumbai 400020 in the enclosed postage prepaid self addressed envelope Postal Ballot Forms deposited in person or sent by post or courier at the expense of the Member will also be accepted In case of joint holding this Postal Ballot Form should be completed and signed by the first named Member and in his absence by the next named Member In respect of shares held by corporate and institutional shareholders companies trusts societies etc the completed postal Ballot Form should be accompanied by a certified copy of the relevant board resolution appropriate authorization with the specimen signature s of the authorized signatory ies duly attested The Signature of the Member on this Postal Ballot form should be as per the specimen signature furnished by National Securities Depository Limited NSDL Central Depository Services India Limited CDSL or register
4. Jottyboard LIMITED CIN U20200MH1956PLC009899 Registered Office 501 Rewa Chambers 31 Sir V Thackersey Marg Mumbai 400020 INDIA Tel 91 22 22078531 34 Fax 91 22 22069533 Email investor jollyboard com Web www jollyboard com POSTAL BALLOT NOTICE Dear Member Notice pursuant to Section 110 of the Companies Act 2013 Notice is hereby given pursuant to Section 110 and other applicable provisions if any of the Companies Act 2013 the Act read together with the Companies Management and Administration Rules 2014 including any statutory modification or re enactment thereof for the time being in force that the resolutions appended are proposed to the members of the Company to be passed as Special Resolutions by way of postal ballot e voting The Company is desirous of seeking your consent for the proposal s as contained in the Resolution s given hereinafter The explanatory statement pertaining to the aforesaid resolutions setting out the material facts concerning each item and the reasons thereof is annexed hereto along with a postal ballot form the Form for your consideration SPECIAL BUSINESS Resolution No 1 Alteration in Clause 5 of Memorandum of Association of the Company under Section 13 of the Companies Act 2013 To consider and if thought fit to pass the following resolution as Special Resolution RESOLVED THAT the Memorandum of Association of the Company be and is hereby altered in the m
5. No 1 Name amp Address of the Shareholder s 2 Name of the Joint Holder If any in Block Letters 3 Folio No DPID No Client ID 4 Number of Shares Held 5 I We hereby exercise my our vote in respect of the Special Resolution to be passed through Postal Ballot e voting for the business es stated in the Notice of the Company dated 17 10 2015 by conveying my our assent or dissent to the said Resolutions by placing the v mark in the appropriate box below Resolution Description of the Special No of No Resolution s Shares I We assent to I We dissent to the Resolution the Resolution against Alteration in Clause 5 of Memorandum of Association of the Company under Section 13 of the Companies Act 2013 2 Alteration in Clause 4 of Articles of Association of the Company under Section Companies Act 2013 14 of the 3 Consolidation of Equity Share i Capital by increasing face value of shares from Rs 10 to Rs 100 each under Section 61 of the Companies Act 2013 Place Date Cut Here ELECTRONIC VOTING PARTICULARS Signature of the Shareholder EVEN E Voting Event Number USER ID PASSWORD PIN
6. 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 Launch internet browser by typing the following URL https Avww evoting nsdl com Click on Shareholder Login Insert user ID and password a initial password noted in step 3 a i above Click Login 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 recommend not to share your password with any other person and take utmost care to keep your password confidential Home page of e voting opens Click on e voting Active E voting Cycles Select EVEN Electronic Voting Event Number or Jolly Board Limited Now you are ready for e voting as Cast Vote page opens Cast your vote by selecting appropriate option and click on Submit and also click on Confirm when prompted Upon confirmation the message Vote cast successfully will be displayed Once you have voted on the resolution you will not be allowed to modify your vote For the votes to be considered valid the corporate and institutional shareholders companies trusts societies etc are required to send a scanned copy PDF JPG format of the relevant Board Resolution Appropriate Authorization etc together with attested specimen signature of the duly
7. anner set out below Clause 5 a of the Memorandum of Association of the Company be substituted as under a 22 50 000 equity shares of Rs 100 each Resolution No 2 Alteration in Clause 4 of Articles of Association of the Company under Section 14 of the Companies Act 2013 To consider and if thought fit to pass the following resolution as a Special Resolution RESOLVED THAT the Articles of Association of the company be and is hereby altered in the manner set out below Article 4 a of the Articles of Association of the Company be substituted as under a 22 50 000 equity shares of Rs 100 each Resolution No 3 Consolidation of Equity Share Capital by increasing face value of shares from Rs 10 to Rs 100 each under Section 61 of the Companies Act 2013 To consider and if thought fit to pass the following resolution as a Special Resolution RESOLVED THAT pursuant to the provisions of sections 13 14 61 b and other applicable provisions if any of the Companies Act 2013 the paid up share capital of the Company be and is hereby altered by consolidating the existing 45 46 700 equity shares of Rs 10 each into 4 54 670 equity shares of Rs 100 each and in case of any fraction shares that may arise as a result of the consolidation the Company shall arrange to have the said fraction shares sold and the proceeds thereof distributed amongst the holders of said fraction shares in the proportion of their respective sharehol
8. ding in the Company FURTHER RESOLVED THAT the existing certificates of shares of Rs 10 each be called back by the Board of Directors and cancelled and that the new share certificates of Rs 100 each to eligible shareholders be issued in lieu thereof in terms of the Companies Share Capital and Debentures Rules 2014 FURTHER RESOLVED THAT any of the following Mr Arvind Jolly Chairman Managing Director Mr Arjun Jolly Deputy Managing Director Mr P K Dasgupta Whole Time Works Director 4 Mr Mahesh Bhavsar Vice President Legal be and is hereby authorised to do all such acts and deeds and sign all such documents as may be deemed necessary to give effect to this resolution QE By order of the Board For JOLLY BOARD LIMITED Place Mumbai MAHESH BHAVSAR Date 17th October 2015 VICE PRESIDENT LEGAL NOTES 1 An explanatory statement pursuant to Section 102 of the Act setting out the material facts and reasons for the proposed special resolutions at Item Nos 1 to 3 above are appended herein below along with Form for your consideration 2 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 as on 13 11 2015 3 The Board of Directors of the Company the Board has appointed Mr S P Imartey amp A
9. ed with the Company in respect of shares held in dematerlized form or in physical form respectively Completed Postal Ballot Forms should reach the Scrutinizer not later than the close of working hours ie 5 00 p m on 24 12 2015 Postal Ballot Forms received after this date will be considered invalid Postal Ballot forms which are incomplete or unsigned or defective in any manner are liable to be rejected The scrutinizer s decision in this regard shall be final and binding A member seeking duplicate Postal Ballot Form or having any grievance pertaining to the Postal Ballot process can write to the company at 501 Rewa Chambers 31 Sir Vithaldas Thackersy Marg Mumbai 400020 duly completed and signed duplicate Postal Ballot Forms should however reach the Scrutinizer not later than the close of working hours on 24 12 2015 Members are requested not to send any paper other than the resolution authority as mentioned under Process for Members opting for voting by Postal Ballot point 2c above along with the Postal Ballot Form in the enclosed self addressed envelope as all such envelopes will be sent to the Scrutinizer and if any extraneous paper is found in such envelope the same would not be considered and would be destroyed by the Scrutinizer PROCESS FOR MEMBERS OPTING FOR E VOTING vi vii viii ix xi xii In case of Members receiving the Postal Ballot Form by E mail Open e mail and open PDF file viz JBEQ PBALLOT15 1
10. rs of fractional shares in the proportion of their respective holding of fractional shares To determine the fair value of the shares Company has got the valuation done by the Merchant Banker Category According to the Valuation Report of Keynote Corporate Services Limited the value per share is Rs 1290 47 However promoters have agreed to offer higher price of Rs 1300 00 per share of Rs 10 each To give effect to the aforesaid proposal it is necessary to alter the capital clause in the Memorandum of Association of the Company and effect consequential change in the Articles of Association of the Company by seeking approval of the members by passing a special resolution to that effect None of the Directors or Key Managerial Personnel of the Company or their relatives are concerned or interested financial or otherwise in the above resolutions except to the extent of their shareholding in the capital of the company By order of the Board For JOLLY BOARD LIMITED Place Mumbai MAHESH BHAVSAR Date 17th October 2015 VICE PRESIDENT LEGAL INSTRUCTIONS GENERAL INFORMATION a b c There will be one Postal Ballot Form e voting for every Client ID No Folio No irrespective of the number of joint holders Members can opt for only one mode of voting i e either by Postal Ballot or through e voting In case you are opting for voting by Postal Ballot then please do not cast your vote by e voting and vice versa In case Members
11. s section on the Company s website www jollyboard com 6 You are requested to carefully read the instructions printed on the Postal ballot Form record your assent for or dissent against therein by filling necessary details and affix your signature at the designated place in the Form and return the same in original duly completed in the enclosed self addressed postage pre paid envelope if posted in India so as to reach the Scrutinizer not later than the close of working hours i e 5 00 p m on 24 12 2015 7 Upon completion of the scrutiny of the Forms the Scrutinizer will submit his report to the Chairman Director The result of the postal ballot would be announced by the Chairman or Director of the Company on 30 12 2015 at the registered office of the Company The aforesaid result would be displayed at the registered office of the Company and published in the newspapers and displayed along with the Scrutinizer s report on the Company s website viz www jollyboard com 8 Documents referred to in the Notice and Explanatory Statement are open for inspection at the Registered Office of the Company between 11 30 a m to 5 00 p m on any working day up to 24 12 2015 9 Members desiring to opt for e voting as per facilities arranged by the Company are requested to read the notes to notice and instructions mentioned in the Form EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013 Resolution No 1 to 3 Jolly Board
12. ssociates Practicing Company Secretary as the Scrutinizer for conducting the postal ballot process in a fair and transparent manner The postal ballot form and the self addressed business reply envelope are enclosed for the use of members 4 In compliance with the provisions of Sections 108 and 110 and other applicable provisions of the Act read with the Companies Management and Administration Rules 2014 the Company is pleased to offer e voting facility as an option to all the Members of the Company The Company has entered into an agreement with NSDL for facilitating e voting to enable the Members to cast their votes electronically instead of dispatching Form E voting is optional 5 As per Section 110 of the Act read with Rule 22 of the Companies Management and Administration Rules 2014 Notice of Postal Ballot may be served on the Members through electronic means Members who have registered their e mail IDs with depositories or with the Company are being sent this Notice of Postal Ballot by e mail and the members who have not registered their e mail IDs will receive Notice of Postal Ballot along with physical Form through post courier Members who have received Postal Ballot Notice by e mail and who wish to vote through physical Form may indicate their option to receive the physical Form from the Company by clicking on the box provided in the e mail or alternatively download the Form from the link www evoting nsdl com or from the Investor
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