Notice of Postal Ballot NOTICE

  

Notice of Postal Ballot

NOTICE TO MEMBERS PURSUANT TO SECTION 110 OF THE COMPANIES ACT, 2013

Notice is hereby given to the Members of Neeraj Paper Marketing Ltd. pursuant to Section

110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and

Administration) Rules, 2014 the following special businesses be transacted by the Members

of Neeraj Paper Marketing Limited by passing the Resolutions through Postal Ballot.

Your consideration and approval is sought for the Resolutions annexed herewith. The

Statement to be annexed to Notice under Section 102 of the Act setting out the material

facts and reasons for the resolutions is also appended herewith and is being sent to you

along with Postal Ballot Form for your consideration.

The Board of Directors of the Company has appointed Mrs. Shailly Goel, Practicing Company

Secretary, as Scrutinizer for conducting the Postal Ballot process including e – voting in a

fair and transparent manner.

Please read carefully the instructions printed on the Postal Ballot Form and return the Form

duly complete with the assent(for) or dissent (against), in the enclosed self –addressed

postage pre paid envelop so that it reaches the Scrutinizer on or before the closing of

working hours i.e. 5:00 p.m. on 24th September, 2014, at the Registered office of the

Company at 218 – 222, Aggarwal Prestige Mall, Plot No. 2, Community Center, Along Road

No. 44, Pitampura, New Delhi – 110034.

As per the provisions of the Companies Act, 2013, Special Resolution shall be declared as

passed by way of postal ballot if votes cast in favor of the resolution are not less than three

times the number of votes, if any, cast against the resolution by members entitled to vote.

 

E-Voting Option

Member may note that as required under the provisions of Section 108, 110 and other

applicable provisions (if any) of the Companies Act, 2013 and the rules as applicable in that

regards and Clause 35B of the Listing agreement, the Company has engaged the services of

Central Depository Services (India) Ltd. to provide e – voting facility to the member of the

Company, 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 right should treat the Notice as an

intimation only.

 

Therefore, we are pleased to offer e – voting facility also as an alternative which would

enable you to cast your votes electronically, instead to physical postal ballot form. E –

Voting is optional, Please carefully read and follow the instructions on e – voting printed in

the Postal Ballot Form. References to Postal Ballot(s) below include votes received

electronically.

 

The Scrutinizer will submit his report to the Chairman / Whole Time Director / Company

Secretary after completion of the scrutiny and the result of the voting by postal ballot will

be announced on 4th October, 2014, at 2:30 P.M.by the Chairman or Whole time Director or

Company Secretary of the Company. Members who wish to be present at the time of

declaration of result may do so by reaching at the registered office of the Company at the

appointed time. Also, the result of the postal ballot will be posted on the Company’s

website: www.neerajpaper.com and shall also be intimated through press release in

newspapers. The resolutions, if approved will be taken as passed effectively on the date of

deceleration of results.

 

1. To sell, lease or otherwise disposes off the whole or substantially the whole

of the undertaking of the Company under Section 180(1) (a) of the

Companies Act, 2013 both present and future.

To consider and, if thought fit, to give assent or dissent to pass the following resolution as a

 

Special Resolution through Postal Ballot:

“ RESOLVED THAT pursuant to the provisions of Section 180(1)(a) of the Companies Act,

2013 and rules made there under (including any statutory modification(s) or reenactment(

s) thereof for the time being in force) and subject to other approvals, if

applicable or required under any statue(s) / rules(s) / regulation(s) or any law for the time

being in force or required from any other concerned authorities and in supersession of all

earlier Resolutions passed in this regard under the Companies Act (earlier in force), the

consent of the members of the Company be and is hereby accorded to the Board of

Directors of the Company and / or any committee thereof to sell, lease or otherwise dispose

of the whole or substantially the whole of the undertaking of the company to secure the

borrowing of Company, create such mortgages/ charges/ hypothecation and/or other

encumbrances, in addition to the existing mortgages, charges, hypothecation and/or other

encumbrances if any created by the company on all or any part of the immovable and / or

movable properties, current and/or fixed assets, tangible or intangible assets, book debts

and / or claims of the company wherever situates, present and future such charge to rank

pari – passu with or second, subsequent, subservient and subordinate to all charge,

mortgages, hypothecation and other encumbrances created/ to be created by the Company

in favour of Indian or Foreign Financial Institutions, Banks and other Lending Institutions,

and / or such other person, if any from whom the company has/or proposed/proposes to

borrow money/sums of money by way of Terms Loan, cash Credits, Overdrafts, discounting

of bills, inter corporate deposits, commercial paper or such other financial instruments

permitted up to the extent of Rs. 200 Crores (Rupee two hundred Crores)

 

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts,

deeds and things and to sign all such documents and writings as may be necessary,

expedient and incidental thereto and to settle any question, difficulty or matters connected

or incidental thereto, to give effect to the aforesaid resolution.”

 

2. Borrowing Powers of the Board of Directors under Section 180(1)(c) of the

Companies Act, 2013 upto a sum of Rs.200 Crores

To consider and, if thought fit, to give assent or dissent to pass the following resolution as a

Special Resolution through Postal Ballot:

 

"RESOLVED THAT pursuant to the provisions of Section 180(1)(c) of the Companies Act,

2013 and the rules made there under (including any statutory modification(s) or reenactment(

s) thereof for the time being in force and in supersession of all earlier

Resolutions passed in this regard under the Companies Act (earlier in force), the consent of

the members of the company, be and is hereby accorded to the Board of Directors of the

Company and / or any Committee thereof to borrow at its discretion, either from the

Company\'s Bank or any other Indian or Foreign Bank(s), Financial Institution(s) and/ or

any other Lending Institutions or persons from time to time such sum(s) of money(s) and

the sum(s) to be borrowed together with the money(s) already borrowed by the Company

(apart from temporary loans obtained from the Company\'s bankers/ Financial Institutions in

the ordinary course of business) with or without security on such terms and conditions as

they may think fit shall exceed the aggregate of the paid-up capital and free reserves of the

Company that is to say, reserves not set apart for any specific purpose provided that the

total amount together with the money(s) already borrowed by the Board of Directors but

shall not exceed the sum of Rs. 200 crores (Rupees Two Hundred Crores Only) at any one

time."

 

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby

authorized to do all such acts, deeds, matters and things as may be deemed appropriate by

the Board, to give effect to the said resolution including delegation of all or any of the

powers conferred on it by or under this resolution to any committee of Directors of the

Company and / or to any other director / directors or any other officer / employee / advisor

of the Company, as it may consider appropriate and generally to do all acts, deeds, matters

and things that may be necessary, proper, expedient or incidental thereto for the purpose of

giving effect to this resolution.

 

 

3. Authorization to make for loans and investments and to give guarantee or

to provide security in connection with a loan made by the company under

section 186 of the companies Act, 2013

To consider and, if thought fit, to give assent or dissent to pass the following resolution as a

Special Resolution through Postal Ballot:

RESOLVED THAT pursuant to Section 186 of the Companies Act, 2013 and other applicable

provisions of the Companies Act, 2013(the ‘Act’) and/or the Companies Act, 1956 and

subject to such other approvals, consents, sanctions and permissions as may be necessary,

consent of the members of the company be accorded to the Board of Directors of the

Company to make/give, from time to time, any loan(s)/advances/deposits/investments in

shares, debentures or other securities and to give, on behalf of the Company, any

guarantee and/or provide any security in connection with any loan or loans made by any

other persons to, or to by, any other persons by, any other Person(s)/ companies/Body

Corporate(s) which shall subject to aggregate limit of Rs. 200 Crores and which may be

individual/aggregate in excess of the limits prescribed i.e., over and above 60% of the

Company’s paid-up share capital, security premium account and free reserves or 100% of

the Company’s Free reserves and security premium account, whichever is more.

RESOLVED FURTHER THAT the Board of Directors of a Company be and is hereby

authorized to determine the actual sums to be involved in the proposed transactions and

the terms & conditions, related thereto and all other matters arising out of incidental to the

proposed transaction and generally to do all acts, deeds, matters and things that may be

necessary, proper, expedient or incidental thereto for the purpose of giving effect to this

Resolution.”

By Order of the Board

For Neeraj Paper Marketing Ltd.

Sd/-

Biresh Kumar Das

Company Secretary

Registered Office:

218-222, Aggarwal Prestige Mall,

Plot No. 2, Community Center,

Along Road No. 44, Pitampura,

New Delhi – 110034

Place: Delhi

Date: 13.08.2014

 

NOTES:

1. MEMBERS WHO WISH TO BE PRESENT AT THE TIME OF THE DECLARATION OF

RESULT MAY DO SO.

2. ONLY A SHAREHOLDER ENTITLED TO VOTE IS ENTITLED TO EXERCISE HIS VOTE

THROUGHT POSTAL BALLOT AND SHAREHOLDER HAVING NO VOTING RIGHTS

SHOULD TREAT THIS NOTICE AS INTIMATION ONLY.

3. This Notice is being sent to the shareholders, whose name appears in the Register of

members as on 22nd August, 2014.

4. The Board of Director has appointed Mrs. Shailly Goel, Practicing Company secretary

as the Scrutinizer to conduct Postal Ballot voting process, in a fair and transparent

manner.

5. The Postal Ballot Forms and self – addressed postage pre – paid envelop are

enclosed for the use of members. Please read the voting instructions printed on the

postal ballot form, before exercising the vote.

6. THE EXPLANTORY STATEMENT OF THE SPECIAL BUSINESS IS ATTACHED IN

ACCORDANCE WITH THE PROVISIONS OF SECTION 102 OF THE COMPANY ACT,

2013.

7. Kindly note that the members can opt only one mode for voting i.e. either by

Physical Ballot or e – voting. If you are opting for e- voting, then do not vote by

physical Ballot also and vice – versa. However, in case member(s) cast their vote via

Physical Ballot and e – voting, then voting done through Physical Ballot shall prevail

and voting done through e – voting will be ignored.

8. All documents referred to in the accompanying Notice and the Explanatory

Statement is open for inspection at the Registered office of the Company during

business hours on all the working days between 11:00 A.M and 1:00 P.M up to 24th

Sept, 2014.

9. The Ministry of Company Affairs has taken a “Green Initiative in Corporate

Governance” by allowing paperless compliance by Companies through electronic

mode. We proposes to send future communication, including Notice of Annual

General Meeting and Annual Report of the Company for the year 2013-14, in

electronic mode to the e-mail address provided by you. So, Shareholders whose e –

mail address is not registered with us are requested to please get your email address

registered with us, so that your Company can contribute to the safety of

environment.

10.Members are requested to notify any change in their address to the company.

11. In compliance with Section 108 of the Companies Act, 2013, Your Company is

offering e – voting facility for all the shareholders of the Company. For this purpose

the company has entered into an agreement with CDSL for facilitating e – voting to

enable the shareholders of the Company to cast their votes electronically instead of

dispatching postal ballot form.

 

E – Voting Instructions:-

The instructions for shareholders voting electronically are as under:

(i) The voting period begins on 25th Aug, 2014 at 10:00 A.M. & ends on 24th Sept, 2014

at 5:00 P.M. During this period shareholders’ of the Company, holding shares either

in physical form or in dematerialized form, as on the cut-off date 22nd Aug, 2014,

may cast their vote electronically. The e-voting module shall be disabled by CDSL for

voting thereafter.

(ii) The shareholders should log on to the e-voting website www.evotingindia.com during

the voting period

(iii) Click on “Shareholders” tab.

(iv) Now, select the “COMPANY NAME” from the drop down menu and click on “SUBMIT”

(v) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number

registered with the Company.

(vi) Next enter the Image Verification as displayed and Click on Login.

(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com

and voted on an earlier voting of any company, then your existing password is to be

used.

(viii) If you are a first time user follow the steps given below:

 

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department

(Applicable for both demat shareholders as well as physical shareholders)

· Members who have not updated their PAN with the

Company/Depository Participant are requested to use the first two

letters of their name and the 8 digits of the sequence number in the

PAN field.

· In case the sequence number is less than 8 digits enter the

applicable number of 0’s before the number after the first two

characters of the name in CAPITAL letters. Eg. If your name is

Ramesh Kumar with sequence number 1 then enter RA00000001 in

the PAN field.

DOB Enter the Date of Birth as recorded in your demat account or in the

company records for the said demat account or folio in dd/mm/yyyy format.

Dividend

Bank

Details

Enter the Dividend Bank Details as recorded in your demat account or in the

company records for the said demat account or folio.

· Please enter the DOB or Dividend Bank Details in order to login. If

the details are not recorded with the depository or company please

enter the member id / folio number in the Dividend Bank details field

as mentioned in instruction (v).

(ix) After entering these details appropriately, click on “SUBMIT” tab.

(x) Members holding shares in physical form will then directly reach the Company

selection screen. However, members holding shares in demat form will now reach

‘Password Creation’ menu wherein they are required to mandatorily enter their login

password in the new password field. Kindly note that this password is to be also used

by the demat holders for voting for resolutions of any other company on which they

are eligible to vote, provided that company opts for e-voting through CDSL platform.

It is strongly recommended not to share your password with any other person and

take utmost care to keep your password confidential.

(xi) For Members holding shares in physical form, the details can be used only for evoting

on the resolutions contained in this Notice.

(xii) Click on the EVSN for the relevant <Company Name> on which you choose to vote.

(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same

the option “YES/NO” for voting. Select the option YES or NO as desired. The option

YES implies that you assent to the Resolution and option NO implies that you dissent

to the Resolution.

(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution

details.

(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A

confirmation box will be displayed. If you wish to confirm your vote, click on “OK”,

else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify

your vote.

(xvii) You can also take out print of the voting done by you by clicking on “Click here to

print” option on the Voting page.

(xviii) If Demat account holder has forgotten the same password then Enter the User ID

and the image verification code and click on Forgot Password & enter the details as

prompted by the system.

(xix) Note for Institutional Shareholders & Custodians:

· Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to

log on to https://www.evotingindia.co.in and register themselves as Corporates.

· A scanned copy of the Registration Form bearing the stamp and sign of the entity

should be emailed to helpdesk.evoting@cdslindia.com.

· After receiving the login details they have to create a compliance user should be

created using the admin login and password. The Compliance user would be able to

link the account(s) for which they wish to vote on.

 

EXPLANTORY STATEMENT PURSUENT TO SECTION 102 OF THE COMPANIES ACT,

2013.

ITEM NO. 1

Pursuant to Section 180(1) (a) of the Companies Act, 2013 and other applicable provisions

of the Companies Act, 1956, if any, the Company can dispose off its

undertakings/property/assets through sale or lease or provide security of its assets for

repayment of loan or otherwise only with the approval of the shareholders accorded by way

of a special resolution.

The Company intends to sell, Lease, dispose off/ create charge and/ or mortgage all or any

of the immovable and movable property of the Company wheresoever’s situated, present &

future, and the whole of the undertaking of the Company in favor of any other

person/Banks/Financial Institutions/NBFC’S or otherwise, to secure the repayment of the

fund and/or non fund based credit facilities availed or to be availed by the company or its

Holding/Subsidiary/Associate Companies or otherwise, for a sum of money not exceeding

Rs. 200 Crores.

The proposed resolution outlined above is in the interest of the Company and the Board

recommends the resolution set out in the accompanying Notice.

None of the Director and Key Managerial Personnel of the Company is concerned or

interested in the said resolution except to the extent of their shareholding, if any.

 

ITEM NO. 2

Pursuant to Section 180(1) (c) of the Companies Act, 2013 and other applicable provisions

of the Companies Act, 1956, if any, the Company can borrow money exceeding its paid-up

capital and free reserves that is to say, reserves not set apart for any specific purpose only

with the approval of the shareholders accorded by way of a special resolution.

The Company intends to borrow from time to time any sum or sums of money which along

with sums already borrowed by the company (apart from temporary loans obtained from

the company’s banker in the ordinary course of business) may exceed the aforesaid limit

but not exceeding Rs. 200 Crores and seeks your approval for the same.

The proposed resolution outlined above is in the interest of the Company and the Board

recommends the resolution set out in the accompanying Notice.

None of the Directors and Key Managerial Personnel of the Company is concerned or

interested in the said resolution except to the extent of their shareholding, if any.

 

ITEM NO. 3

Pursuant to Section 186 of the Companies Act, 2013 and other applicable provisions of the

Companies Act, 2013 and/or the Companies Act, 1956, the Company can make loans to,

give guarantees, provide securities to and make investments in the securities of any other

person/other bodies corporate to the extent of 60% of its paid –up share capital and free

reserves and security premium account or 100 % of its free reserve and security premium

account, whichever is higher, with the approval of the Board of Directors. Where the

aggregate of loans and investments made, guarantees given and securities provided

exceeds the aforesaid limits, prior approval of the shareholders is required by way of a

special resolution.

The Company is constantly reviewing opportunities for expansion of its business operations

either directly or through holding/subsidiaries/joint ventures/associate companies/other

bodies corporate or persons and would, therefore, be required to provide financial support

by way of loan(s) and / or guarantee(s) and/or security(ies)/investment in securities of any

other person/holding/subsidiaries/joint ventures/ associate companies/other body corporate

or otherwise, in order to achieve greater financial flexibility and to enable optimal financial

structuring to facilitate speedy implementation of various projects of such persons/

companies.

It is, therefore, proposed that the Board of Directors of the Company be authorized to invest

by way of subscription and/or purchase of securities, grant of loan(s), giving guarantee(s),

and/or providing of security (ies), for an amount not exceeding Rs. 200 crores from time to

time in/to one or more of the persons/entities i.e. subsidiaries/holding/joint

ventures/associate companies/other bodies corporate. The source of funds for making these

investments would be met from borrowings/surplus funds generated by the Company

through operations or from such other sources as the Board may deem appropriate, Since

the above investments, loans, guarantees and/or securities proposed together with the

aggregates of loan made, guarantees given, securities provided and investments made from

time to time by the Company may exceed the limit prescribed, approval of the shareholders

is required for the same.

The proposed resolution outlined above is in the interest of the Company and the Board

recommends the resolution set out in the accompanying Notice.

Except Directors and Key Managerial Personnel’s of the Company who are/may be

Directors/Shareholder in one or more Persons/bodies corporate described hereinabove, no

other Director or Key Managerial Personnel of the Company is concerned or interested in the

said resolution.

By Order of the Board

For Neeraj Paper Marketing Ltd.

Sd/-

Biresh Kumar Das

Company Secretary

Place: New Delhi

Date: 13.08.2014

(CIN: L74899DL1995PLC066194)

Regd. Office: 218 – 222, Aggarwal Prestige Mall, Plot No. 2, Community Center,

Along Road No. 44, Pitampura, New Delhi – 110034

POSTAL BALLOT FORM

(Kindly refer to the instructions specified overleaf before filling the form)

1. Name and registered address of shareholder :

2. Name(s) of joint shareholder(s), if any :

3. Registered Folio No /DP Id No. /Client Id No.* :

(Applicable to investor holding shares in demat form)

4. Number of equity shares held :

5. I/We hereby exercise my/our vote in respect of the Special Resolution to be passed through postal ballot

for the business stated in the notice of the Company by sending my/our assent of dissent to the said

resolution by placing tick(√) mark at the appropriate box below:

Sl

No.

Brief particulars of the item. Number of Votes

exercised corresponding

to the total number of

voting rights.

I/We assent to

the Resolution

(For)

I/We dissent to the

Resolution (Against)

1. Special Resolution U/s 180(1)(a)

of the Companies Act, 2013 for

sale, lease, mortgage or dispose

off the property or undertaking of

the Company, up to an amount of

Rs. 200 crore.

2. Special Resolution U/s 180(1)(c) of

the Companies Act, 2013 for

borrowing money in excess of

prescribed limits, up to an amount

of Rs. 200 crore.

3. Special Resolution U/s 186 of the

Companies Act, 2013 for providing

loans, investments, guarantee and

security in excess of prescribed

limits, up to an amount of Rs. 200

Crore.

Place: Signature of shareholder

Date:

 

INSTRUCTIONS:

1 A Member desiring to cast his/her vote by postal ballot should complete this Postal Ballot Form and

send it to the scrutinizer in the attached postage pre-paid envelope. However, envelope containing

postal ballot, if sent by courier/ speed post at the expense of the Members, will also be accepted.

2 The self-address postage pre –paid envelope addresses the Scrutinizer appointed by the Board of

Directors of the Company.

3. Postal Ballot cannot be exercised by a Proxy.

4. Unsigned or incorrect Postal Ballot Forms shall be rejected.

5. Duly completed Postal Ballot Form should reach the Scrutinizer on or before the close of working

hours at 5:00 P.M. on 24th Sept, 2014. Postal Ballot form received after this date will be strictly

treated as if the reply from the Member has not been received.

6. In case the form is signed by the power of attorney holder for and on behalf of the shareholder, it

must be accompanied by a certified true copy of power of attorney. If such power of attorney is

already registered with the company, the power of attorney holder should quote the registration

number beneath his / her signature. In case of shares held by companies, trusts, societies etc. the

duly completed Postal Ballot Form should be accompanied by a certified true copy of Board

Resolution / Authority (in original).

7. The Scrutinizer’s decision on the validity of a Postal Ballot Form will be final.

8. A Member need not use all the votes or cast all the votes in the same way. The voting rights of the

Members shall be in proportion to their shares in the total paid up equity share capital of Company

as on Friday the 22nd Aug, 2014.

9 In case of shares held by companies, trusts, societies, etc., the duly completed Postal Ballot Form

should also be accompanied by certified true copy of Board Resolution/Letter of Authority

delegating requisite power to the person to cast vote on the Postal Ballot Form.

10 Member is requested not to send any other matter along with the Postal Ballot Form. If any

extraneous materials/papers are found, the same will be destroyed by the Scrutinizer.

11 Member is requested to fill the Postal Ballot Form with indelible ink pen (and avoid filling it by

using erasable writing medium/s, e.g. pencil etc.).

12 The Scrutinizer’s decision on the validity of a Postal Ballot will be final.

13. Shareholders are requested not to send any other paper along with the Postal Ballot Form in the

enclosed self-addressed postage pre - paid Envelope as all such Envelopes will be sent to the

Scrutinizer and any extraneous paper found in the Envelope would be destroyed by the Scrutinizer

and the Company would not be liable to acknowledge or act on the same.

14. Assent or dissent to the proposed resolution may be recorded by placing a tick mark (√) in the

appropriate column.

15. The result of the Postal Ballot shall be declared on Saturday 4th Oct, 2014 date of declaration of

results of the Postal Ballot shall be the date on which the said resolution would be deemed to have

been passed, if approved by the requisite majority as mandated under the relevant provisions of

the Companies Act, 2013 and Rules made there under.

16. There will be one Postal Ballot form for every Folio/ Client ID irrespective of the number of joint

holders.

17. The Company is also offering e-Voting facility as an alternate, for all its Members to enable them

to cast their votes electronically instead of using the Postal Ballot Form. The procedure for e-

Voting has been mentioned in the Notes to the Postal Ballot Notice dated 13.08.2014.

18. This form should be completed and signed by the shareholder. In case of joint share holding, this

Form should be completed and signed (as per the specimen signature registered with the

Company/Depository Participants) by the first named Member and in his absence, by the next

named Member. Joint shareholders shall be counted as single shareholder when voting right is

considered.