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.
