Postal ballot Notice - Esteem Bio Organic Food Processing Limited
Contents
1. February 2015 4 In compliance with provisions of Section 108 of the Companies Act 2013 read with Rule 20 of the Companies Management amp Administration Rules 2014 the Company is pleased to provide its members the facility to exercise their right to vote by electronic means as an alternate mechanism For this purpose the Company has entered into an agreement with National Securities Depository Limited NSDL for facilitating e voting in order to enable the members to cast their votes electronically instead of dispatching postal ballot form EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013 ITEM NO 1 As per SEBI circular dated 18 May 2010 company with post issue face value capital of Rs 10 crores or more and upto Rs 25 crores and listed on SME Exchange can migrate to the Main Board provided shareholders approval is obtained in accordance to ICDR Regulations issued by SEBI and company meets listing requirements of Stock Exchange on which company is proposed to list Since the paid up Capital of the company as on is Rs 24 86 33 330 and Company is also listed on SME platform of BSE for more than 2 Years i e from 7th February 2013 till date in compliance of BSE circular dated 26 November 2012 Directors are of the view that Migration to main board will act as a catalyst in the growth and expansion of the Company and also will help the shareholders of the Company to enjoy sufficient return from their investme2. 4 GIVING OF LOANS GUARANTEES PROVIDING OF SECURITIES AND MAKING OF INVESTMENTS IN SECURITIES To consider and if thought fit to pass with or without any modification s as may deem fit the following as a Special Resolution RESOLVED BY WAY OF SPECIAL RESOLUTION THAT pursuant to Section 186 and all other applicable provisions of the Companies Act 2013 read with the Companies Meetings of Board and its Powers Rules 2014 as may be amended from time to time and Articles of Association of the Company approval of the shareholders of the Company be and is hereby given to the Board of Directors for i giving any loan to any person or other body corporate ii giving any guarantee or providing security in connection with a loan to any other body corporate or person and or iii acquiring whether by way of subscription purchase or otherwise the securities of any other body corporate up to an amount the aggregate outstanding of which should not exceed at any given time Rs 50 crores which shall be over and above the limits as specified in Section 186 2 of the Companies Act 2013 and the aggregate outstanding amount of loans guarantees securities given provided to wholly owned subsidiary companies and or joint venture companies and investments made in wholly owned subsidiary companies from time to time RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board of Directors be and is hereby authorized to ne
3. 9 Gujrawala Town Part II New Delhi 110009 Place New Delhi Date Feb 14 2015 INSTRUCTIONS 1 The instructions for members for voting electronically are as under A In case a member receives an email from NSDL for members whose email IDs are registered with the Depository Participant s i Open email and open PDF file 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 Put user ID and password as initial password noted in step i above Click login v Password change menu appears Change the password with new password of your choice It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential vi Home page of e voting opens click on e voting Active Voting cycles vii Select EVEN Of Esteem Bio Organic Food Processing 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 resolution you will not be allowed to modify your vote xii Institutional amp Corporate shareholders i e other t
4. Company s website viz www esteembioorganic com for perusal by the Members SPECIAL BUSINESS 1 FOR MIGRATING FROM BSE SME TO MAIN BOARD To consider and if thought fit to pass with or without any modification s as may deem fit the following as a Special Resolution RESOLVED BY WAY OF SPECIAL RESOLUTION THAT in pursuance of SEBI circular dated 18 May 2010 SEBI Issue of Capital and Disclosure Requirements Regulation 2009 BSE circular dated 26 November 2012 and Listing Agreement with SME BSE and provisions of Companies Act 1956 and 2013 read with underlying rules and regulations notified by MCA which shall include any statutory modifications amendments and re enactments thereof and other applicable laws consent of the Company be and is hereby granted to migrate the company currently listed on SME platform of BSE to Main Board of BSE and to follow such procedures as specified by SEBI ICDR Regulations 2009 and other applicable regulations notified by SEBI as amended from time to time to give effect to the above said resolution RESOLVED FURTHER THAT Mr Jai Kumar Whole time Director and Mr Brij Kishore Sabharwal Director of the Company be and are hereby authorized jointly and or severally to do all acts things and deeds as are necessary to give effect to the said resolution which shall include but not restricted to filing of forms documents and resolution with relevant authorities signing of documents and any oth
5. ce The Company has appointed Mr Sanjay Kumar Jha COP no 3749 of M s S K Jha amp Associates having its office at 308 309 Vardhman Fortune Mall Opp Gujrawala Town G T Karnal Road Azadpur Delhi 110033 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 annexed hereto and return the form duly completed in the attached self addressed postage prepaid envelope so as to reach the Scrutinizer at 49 Gujrawala Town Part II New Delhi 110009 before the closing of working hours on 5 30 p m of 20t March 2015 Please note that Postal Ballot Form s received after the said date will be treated as not having been received The Scrutinizer will submit his report to the Chairman of the Company after completion of the Scrutiny The Result of the voting by Postal Ballot will be announced on 23 4 March 2015 at the registered office of the Company at 49 Gujrawala Town Part II New Delhi 110009 The Result and the report of Scrutinizer on the postal ballot shall be communicated to the BSE Limited where the Equity shares of the Company are listed and will also be displayed on the Company s Website at www esteembioorganic com The Resolutions if approved will be taken as passed effectively on the date of declaration of result i e 23 t March 2015 The said notice of Postal ballot and ballot form has also been placed on the
6. e in accordance with the applicable provisions of the Companies Act 2013 and relevant rules made thereunder In view of above you are requested to grant your consent to the special resolution as set out in postal ballot notice dated 14 02 2015 of the Company None of the Directors Key Managerial personnel or their relatives are in any way concerned or interested financially or otherwise in any resolution except as members ITEM 5 The present Articles of Association of the Company are based on the provisions of the Companies Act 1956 Consequent to the notification and applicability of large number of Sections of the Act and Rules framed there under it has become necessary to alter the existing Articles of Association of the Company to be in line with the new Act The Board of Directors considered this matter in its meeting held on 14 02 2015 and decided to adopt a new set of Articles of Association and replace the existing Articles of Association A copy of draft Articles is available at the registered office of the Company As per section 14 of the Act approval of the shareholders of the Company by way of a special resolution is required for alteration of Articles of Association of the Company In view of above you are requested to grant your consent to the special resolution as set out in postal ballot notice dated 14 02 2015 of the Company None of the Directors Key Managerial Personnel or their relatives are in any way concerned o
7. ecurity On The Properties Of The Company In Favour Of The Lenders Giving Of Loans Guarantees Providing of Securities And Making Of Investments In Securities Adoption Of New Set Of Articles Of Association Hal oly FB j N Appointment of new Statutory Auditors in place of Existing Statutory Auditors Place Date Signature of the Shareholder ELECTRONIC VOTING PARTICULARS EVEN E Voting Event Number USER ID PASSWORD Notes 1 Each equity share of the Company carries one vote 2 Please read carefully the instructions printed overleaf before exercising the vote Last Date for Receipt of Postal Ballot Form by the Scrutinizer 20 day of March 2015 up to 5 30 p m
8. ed 31st March 2015 on such remuneration as may be fixed by the Board of Directors in consultation with them RESOLVED FURTHER THAT any Director of the Company be and is hereby authorized singly or jointly to intimate and file the necessary form in the records of the Registrar of Companies NCT of Delhi amp Haryana RESOLVED FURTHER THAT a certify true copy of the resolution may be given to the concerned department s authority ies etc By Order of the Board For Esteem Bio Organic Food Processing Limited Sd Jai Kumar Whole Time Director Regd office 49 Gujrawala Town Part II New Delhi 110009 Place New Delhi Date Feb 14 2015 NOTES 1 The Explanatory statement for the proposed resolutions under Item No 1 to 6 pursuant to section 102 of the Companies Act 2013 read with section 110 of the Companies Act 2013 setting out material facts are annexed herewith 2 The Company has appointed Mr Sanjay Kumar Jha Company Secretary in Practice COP no 3749 of M s S K Jha amp Associates having its office at 308 309 Vardhman Fortune Mall Opp Gujrawala Town G T Karnal Road Azadpur Delhi 110033 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 as received from National Securities Depository Limited NSDL Central Depository Services India Limited CDSL on dated 13
9. er acts which shall be considered necessary by Board to give effect to the said resolution RESOLVED FURTHER THAT a certify true copy of the resolution may be given to the concerned department s authority ies party ies etc 2 TO INCREASE THE BORROWING POWERS OF THE COMPANY To consider and if thought fit to pass with or without any modification s as may deem fit the following as a Special Resolution RESOLVED BY WAY OF SPECIAL RESOLUTION THAT pursuant to the provisions of Section 180 1 c and other applicable provisions if any of the Companies Act 2013 including any statutory modifications or re enactments thereof and rules made thereunder as may be amended from time to time and Articles of Association of the Company the consent of the Company be and is hereby accorded to authorize the Board of Directors of the Company to borrow for the purposes of the Company s business any sum or sums of money from time to time at its discretion in accordance with the Memorandum and Articles of Association of the Company notwithstanding that such sum or sums of money together with the moneys already borrowed by the Company apart from temporary loans obtained or to be obtained from time to time 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 the aggregate of all su
10. gotiate and decide from time to time terms and conditions execute necessary documents papers agreements etc for investments to be made loans guarantees to be given and securities to be provided to any person and or any body corporate do all such acts deeds matters and things as it may in its absolute discretion deem necessary proper or desirable settle any question difficulty or doubt that may arise in this regard and to delegate all or any of these powers to any Committee of Directors or Wholetime Director or Director or officer of the Company or any other person RESOLVED FURTHER THAT a certify true copy of the resolution may be given to the concerned department s authority ies party ies etc 5 ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION To consider and if thought fit to pass with or without any modification s as may deem fit the following as a Special Resolution RESOLVED BY WAY OF SPECIAL RESOLUTION THAT pursuant to the provisions of Section 14 and all other applicable provisions of the Companies Act 2013 read with the Companies Incorporation Rules 2014 as may be amended from time to time the draft set of Articles of Association of the Company a copy of which is placed before the meeting be and is hereby approved and adopted as the new Articles of Association of the Company in substitution of the existing Articles of Association of the Company RESOLVED FURTHER THAT the Board of Directors be and
11. han individuals HUF NRI etc are required to send scanned copy PDF JPG Format of the relevant board resolution authority letter etc together with attested specimen signature of the duly authorized signatory ies who are authorized to vote to the Scrutinizer through e mail to sanjayjhafcs gmail com with a copy marked to evoting nsdl co in B In case a Member receives physical copy of the Notice of Postal Ballot for members whose email IDs are not registered with the Depository Participant s or requesting physical copy i Initial password is provided as below in the Postal ballot form EVEN E Voting event number USER ID PASSWORD ii Please follow all steps from SI No ii to SI No xii above to cast vote 2 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 3 If you are already registered with NSDL for e voting then you can use your existing user ID and password PIN for casting your vote 4 The e voting period commences on 19 02 2015 and ends on 20 03 2015 During the period members of the Company holding shares either in physical form or in dematerialized form as on the cut off date of February 13 2015 may cast their vote electronically in the manner and process set out herein above The E voting module shall be disabled by NSDL for voting thereafte
12. he Chairman or by any other person duly authorized in this regard The Results declared along with the Scrutinizer s report shall be placed on the Company s website http www esteembioorganic com and on the website of NSDL within two days of passing of the resolutions and communicated to the Stock Exchanges 9 lS Bio Organic od Processing Limited ESTEEM BIO ORGANIC FOOD PROCESSING LIMITED Registered office 49 Gujrawala Town Part II New Delhi 110009 CIN L74899DL1995PLC071220 Tel Fax 011 32961926 Email esteembio yahoo com Website www esteembioorganic com POSTAL BALLOT FORM Sr No 1 Name s and Registered Address of the Sole First named Shareholder 2 Name s of the joint Shareholders if any 3 Registered Folio No DP ID amp Client ID No Applicable to Shareholder s holding shares in electronic form 4 No of Shares held 5 I We hereby exercise my our vote in respect of the Resolutions to be passed through postal ballot for the business stated in the Notice of the Company dated 14 02 2015 by sending my our assent or dissent to the said Resolutions by placing a tick V mark in the appropriate column below Item Description No of votes exercised I we assent I we dissent No corresponding to the to the to the total number of Resolution Resolution voting rights 1 FOR AGAINST 1 Migrating From BSE SME To Main Board Increase The Borrowing Powers Of The Company Creation Of S
13. is hereby authorised to do all acts deeds matters and things as may be deemed necessary to give effect to this resolution RESOLVED FURTHER THAT a certify true copy of the resolution may be given to the concerned department s authority ies party ies etc 6 APPOINTMENT OF STATUTORY AUDITORS TO FILL CASUAL VACANCY To consider and if thought fit to pass with or without any modification s as may deem fit the following as an Ordinary Resolution RESOLVED THAT pursuant to the provisions of Section 139 8 and other applicable provisions if any of the Companies Act 2013 read with the Companies Audit and Auditors Rules 2014 as amended from time to time or any other law for the time being in force including any statutory modification or amendment thereto or reenactment thereof for the time being in force M s Sushil Upadhyay amp Associates with Firm Regn No 020422N be and is hereby appointed as Statutory Auditor of the company to fill the casual vacancy caused by the resignation of M s Rupesh Mangal amp Associates Chartered Accountants for the financial year 2014 15 RESOLVED FURTHER THAT M s Sushil Upadhyay amp Associates Chartered Accountants New Delhi be and are hereby appointed as Statutory Auditors of the Company and that they shall hold the office of the Statutory Auditors of the Company until the conclusion of the ensuing Annual General Meeting and that they shall conduct the Statutory Audit for the period end
14. ms borrowed by the Board from time to time and remaining outstanding shall not exceed at any point of time Rs 50 Crores Rupees fifty Crores only RESOLVED FURTHER THAT the Board be and is hereby authorized to negotiate and finalise all the terms and conditions of all such moneys to be borrowed from time to time as to interest repayment securities etc as it may consider fit in the interest of the Company and to execute all agreements deeds undertakings etc and to do all such acts deeds matters and things as it may in its absolute discretion deem fit necessary desirable or expedient for giving effect to this Resolution RESOLVED FURTHER THAT a certify true copy of the resolution may be given to the concerned department s authority ies party ies etc 3 CREATION OF SECURITY ON THE PROPERTIES OF THE COMPANY IN FAVOUR OF THE LENDERS To consider and if thought fit to pass with or without any modification s as may deem fit the following as a Special Resolution RESOLVED BY WAY OF SPECIAL RESOLUTION THAT pursuant to Section 180 1 a and all other applicable provisions of the Companies Act 2013 and Rules made there under as may be amended from time to time and Articles of Association of the Company consent of the Company be and is hereby given to the Board of Directors for creation of mortgage hypothecation pledge charge security in any form or manner on the properties of the Company whether tangible intangible o
15. nts In view of above you are requested to grant your consent to the special resolution as set out in postal ballot notice dated 14 02 2015 of the Company None of the Directors and key Managerial personnel including relatives of directors or key managerial personnel of the Company is concerned or interested financially or otherwise in this resolution ITEM NO 2 AND 3 In terms of provisions of section 180 1 c of the Companies Act 2013 the Board of Directors of the Company cannot except with the consent of the Company in a general meeting borrow moneys apart from temporary loans obtained from the Company s bankers in the ordinary course of business in excess of the aggregate of the paid up capital and its free reserves Further the said borrowings issue of securities may required to be secured by way of mortgage charge over all or any part of the movable and or immovable properties of the Company and as per provisions of Section 5 180 1 a of the Companies Act 2013 the mortgage or charge on all or any part of the movable and or immovable properties of the Company may be deemed as the disposal of the whole or substantially the whole of the undertaking of the Company and hence requires approval from the shareholders of the Company The Board of Directors had in its meeting held on 14 02 2015 considered and approved subject to the approval of the shareholders increasing the borrowing limits of the Company to Rs 50 crores and c
16. od Processing Limited NJ ESTEEM BIO ORGANIC FOOD PROCESSING LIMITED Registered office 49 Gujrawala Town Part II New Delhi 110009 Corporate Identification Number L74899DL1995PLC071220 Tel Fax 011 32961926 Email esteembio yahoo com Website www esteembioorganic com NOTICE OF POSTAL BALLOT Pursuant to Section 110 of the Companies Act 2013 Dear Shareholders Notice is hereby given pursuant to section 110 of Companies Act 2013 read with rule 22 of Companies Management and Administration Rules 2014 that the draft resolutions set out below are proposed to be passed by Postal Ballot Accordingly the draft resolutions and the explanatory statement pursuant to Section 102 of the Act are being sent along with a Postal Ballot form to all the members physically and in addition through e mail to all members who has a registered e mail Id for consideration and consent As required under the provisions of Section 108 110 and other applicable provisions if any of the Act and the rules as applicable in that regard the Company is providing e voting facility as an alternative to sending the physical Postal Ballot Form and has engaged the services of National Securities Depository Limited NSDL to provide the e voting facility Accordingly instead of running Postal Ballot Form members may choose to cast their vote electronically through the NSDL e voting platform Instructions on E voting are enumerated as part of the Noti
17. ore the closing of working hours on 20 03 2015 Please note that Postal Ballot Form s received after the said date will be treated as not having been received 10 Shareholders who have received Postal ballot Notice by e mail and who wish to vote through Physical Postal Ballot Form can download Postal ballot Form sent along with the email or download from the link www evoting nsdl com or from the Investor page on the website of the Company http www esteembioorganic com 11 In case shares are jointly held the postal ballot form should be completed and signed as per the specimen signature registered with the company by the first named member and in his her absence by the nest named Member 12 In case of shares held by Companies trusts societies etc the duly completed postal ballot form should be accompanied by a certified copy of the Board Resolution authority letter together with attested specimen s of the duly authorized signatory ies giving requisite authority to the person voting on the Postal ballot Form 13 A tick o should be placed in the relevant box signifying assent dissent for the resolution as the case may be before mailing the Postal ballot Form 14 The Vote in this postal ballot cannot be exercised through Proxy 15 The Scrutinizer s decision on the validity or otherwise of the Postal Ballot E Voting will be final 16 The Results of E Voting and postal ballot form shall be aggregated and declared by t
18. r Once the vote on a resolution is cast by the member the shareholder shall not be allowed to change it subsequently Further the members who have cast their vote electronically shall not vote by way postal ballot form 5 The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut off date of February 13 2015 6 The Scrutinizer shall within a period not exceeding three 3 working days from the conclusion of the e voting period unblock the votes in the presence of atleast two s witnesses not in the employment of the Company and make a Scrutinizer s report of the votes cast in favour or against if any forthwith to the Chairman of the Company 7 Shareholders who have registered their e mail IDs with their Depository Participants are being sent Notice of Postal ballot by e mail and Shareholders who have not registered their e mail id will receive Notice of Postal ballot along with postal ballot form 8 Kindly note that Shareholders can opt only one mode of voting i e either by physical ballot or E Voting If Members are opting for e voting then do not vote by physical ballot also and vice versa 9 Shareholders 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 prepaid envelope so as to reach the Scrutinizer at 49 Gujrawala Town Part II New Delhi 110009 bef
19. r interested financially or otherwise in this resolution ITEM 6 M s Rupesh Mangal amp Associates Chartered Accountants have tendered their resignation from the position of Statutory Auditors due to unavoidable circumstances resulting into a casual vacancy in the office of Statutory Auditors of the company as envisaged by section 139 8 of the Companies Act 2013 Act Casual vacancy caused by the resignation of auditors can only be filled up by the Company in general meeting Board proposes that M s Sushil Upadhyay amp Associates Chartered Accountants New Delhi be appointed as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M s Rupesh Mangal amp Associates Chartered Accountants M s Sushil Upadhyay amp Associates Chartered Accountants New Delhi have conveyed their consent to be appointed as the Statutory Auditors of the Company along with a confirmation that their appointment if made by the members would be within the limits prescribed under the Companies Act 2013 In view of above you are requested to grant your consent to the special resolution as set out in postal ballot notice dated 14 02 2015 of the Company None of the Directors Key Managerial Persons or their relatives in any way concerned or interested in the said resolution By Order of the Board For Esteem Bio Organic Food Processing Limited Sd Jai Kumar Whole Time Director Regd office 4
20. r otherwise both present and future in favour of lenders including Banks Financial Institutions Investment Institutions Mutual Funds Trusts other Bodies Corporate Trustees for holders of debentures bonds and or other instruments to secure all credit facilities including rupee loans foreign currency loans debentures bonds and or other instruments or non fund based facilities availed to be availed by the Company and or for any other purpose from time to time together with interest further interest thereon compound interest in case of default accumulated interest liquidated damages all other costs charges and expenses payable by the Company in respect of such borrowings RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board of Directors be and is hereby authorised to negotiate and decide terms and conditions of security finalise and execute all deeds documents and writings as may be necessary desirable or expedient settle any question difficulty or doubt that may arise in this regard do all such acts deeds matters and things as it may in its absolute discretion deem necessary proper or desirable and to delegate all or any of these powers to any Committee of Directors or Wholetime Director or Director or any other officer of the Company or any other person RESOLVED FURTHER THAT a certify true copy of the resolution may be given to the concerned department s authority ies party ies etc
21. reation of security on the properties of the Company and recommends Resolution no 2 amp 3 of the accompanying Notice to the shareholders for their approval by way of special resolution In view of above you are requested to grant your consent to the special resolutions as set out in postal ballot notice dated 14 02 2015 of the Company None of the Directors Key Managerial Persons of the Company and their relatives is concerned or interested in the resolutions ITEM 4 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 percent of the aggregate of the paid up capital and free reserves and securities premium account or ii Hundred percent of its free reserves and securities premium account whichever is more if special resolution is passed by the members of the Company As a measure of achieving greater financial flexibility and to enable optimal financing structure this permission is sought pursuant to the provisions of section 186 of the Companies Act 2013 to give powers of 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 for an amount not exceeding Rs 50 Crores The Investment s loan s guarantee s and security ies as the case may be will be mad
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