notice for postal ballot
Contents
1. DAMODAR ROPEWAYS amp INFRA LIMITED Regd Office 1 A Vansittart Row Kolkata 700001 West Bengal Phone No 033 40226363 Fax No 033 22311402 E mail damodarropeways gmail com CIN L51397WB1981PLC034211 To The Shareholders Notice is hereby given that the following resolutions are proposed to be passed by Postal Ballot in accordance with the provisions of Section 110 and other applicable provisions of the Companies Act 2013 read with Rule 22 of the Companies Management amp Administration Rules 2014 Rules amp Securities and Exchange Board of India Delisting of Equity Shares Regulations 2009 as amended from time to time The resolution proposed to be passed and the Explanatory Statement under Section 102 of the Companies Act 2013 pertaining thereto stating all material facts and the reasons for the proposed resolution amp a Postal Ballot Form e voting instructions are appended hereto for consideration of the Shareholders The attached Postal Ballot Form is to be used by the Shareholders for the purpose of exercising vote in respect of the said resolution Shareholders are requested to read carefully the instructions printed on the reverse of the Postal Ballot Form and return the Postal Ballot Form Original duly completed and signed in the attached self addressed pre paid postage envelopes so as to reach the Scrutinizer on or before 30 09 2015 Postal Ballot Forms received after this date will be strict2. 015 PROCESS FOR MEMBERS OPTING FOR VOTING BY POSTAL BALLOT A shareholder desiring to exercise vote by postal ballot shall complete this Postal Ballot Form in all respects and send it to the Scrutinizer in the attached self addressed postage prepaid envelope However envelopes containing Postal Ballot Forms if deposited in person or sent by courier at the expense of the members will also be accepted The Company also offers voting facility by electronic mode Please see instructions in point C below for details The self addressed envelope bears the address of the Scrutinizer Members are requested not to send any other papers along with the Postal Ballot Form in the enclosed self addressed postage prepaid envelopes as all such envelopes will reach directly to the Scrutinizer and if any extraneous paper is found in such envelope the same would be destroyed by the Scrutinizer This Postal Ballot Form should be completed and signed by the member In case of joint holding the Form should be completed and signed by the first named member and in his absence by the next named member The signature of the member on this Postal Ballot Form should be as per the specimen signature registered with the Company in respect of shares held in the physical form In case shares are held by companies trusts societies etc the duly completed Postal Ballot Form should be accompanied by a certified copy of the Board Resolution Authority together with a
3. d on behalf of the Company to do all such acts deeds and things which they may consider proper and desirable and settle any question difficulties or doubts that may arise in regard to delisting of the equity shares from CSE 2 To consider and if thought fit to pass the following resolution as a Special Resolution RESOLVED THAT pursuant to Section 186 and all other applicable provisions if any of the Companies Act 2013 read with the relevant Rules thereof including any statutory modification s or re enactment s thereof for the time being in force the consent of the Company be and is hereby accorded to the Board of Directors to i give any loans to any person or other body corporate or ii give any guarantees or to provide security in connection with a loan to any other body corporate or person or iii acquire by way of subscription purchase or otherwise the securities of any other body corporate exceeding sixty percent of company s paid up share capital and its free reserves and securities premium account or one hundred percent of its free reserves and securities premium account whichever is more as the Board of Directors may think fit provided that the total loans or investments made guarantees given and securities provided shall not at any given point of time exceed Rs 30 crores Thirty crores RESOLVED FURTHER THAT the Board be and is hereby authorised to take all such actions and to give all such directions and to do all
4. lder Notes 1 Last Date for receipt of the Postal Ballot Form by the Scrutinizer is the close of working hours on 30 09 2015 2 Please carefully read the instructions printed overleaf before exercising the vote ELECTRONIC VOTING PARTICULARS EVEN E VOTING EVENT NUMBER USER ID PASSWORD PIN 102840 Y INSTRUCTIONS GENERAL INFORMATION There will be only one Postal Ballot Form e voting for every Folio No irrespective of the number of joint Member s The photocopy of the Postal Ballot Form will not be considered valid Voting rights in the Postal Ballot Form e voting cannot be exercised by a proxy Kindly note that the Shareholders can opt for only one mode of voting i e either by e voting or physical mode If you are opting for e voting then do not vote by physical Postal Ballot also and vice versa However in case Shareholders cast their vote by physical Postal Ballot and e voting then voting done through e voting will prevail and voting done through physical ballot will be treated as invalid The Board of Directors has appointed Mr M L Rathee at 1 A Vansittart Row Kolkata 700001 Tel No 033 40226363 E mail damodarropeways gmail com as Compliance Officer of the Company as persons responsible for the entire Postal Ballot process Voting rights shall be reckoned on the paid up value of the shares registered in the name s of the Shareholder s on the cut off date i e 14 08 2
5. ly treated as if the reply from the concerned shareholder has not been received E voting Option Shareholders may choose to vote using e voting facility as an alternate which may enable them to cast their votes electronically instead of physical postal ballot form E voting is optional Please carefully read and follow the instructions on e voting printed in this notice The Board of Directors of the Company has appointed Mr Rajib Kumar Das Partner of S R amp Associates Company Secretaries as the Scrutinizer for conducting the Postal Ballot process After completion of his scrutiny he will submit his report to the Managing Director and in his absence to Company Secretary of the Company The results of the Postal Ballot will be declared by the Managing Director Company Secretary on 05 10 2015 at 11 00 A M at the Registered Office of the Company and will also be posted on the website of the Company Further the results will be communicated to the CSE where the equity shares of the Company are listed and will be published in the newspaper s In the event the proposed resolution is approved by requisite majority of shareholders by means of Postal Ballots and e voting and also subject to that the vote cast by public shareholders in favor of the resolution is at least three times the number of vote cast by the public shareholders against the proposed resolution the date of declaration of the result shall be deemed to be the date of passing of
6. ministration Rules 2014 and the Listing Agreement entered into with the CSE the Company is pleased to offer e voting facility as an option to all the shareholders of the Company The Company has entered into an agreement with National Securities Depository Limited NSDL for facilitating e voting to enable the Members to cast their votes electronically 6 Only a shareholder who is entitled to vote is entitled to exercise his her vote through Postal Ballot The date of dispatch of notice will be announced through advertisement in newspaper s and any recipient of this notice who has no voting rights as on the aforesaid date should treat the same as intimation only 7 The shareholders are requested to read carefully the instructions printed on the reverse of the Postal Ballot Form and return the Form Original duly completed and signed in the attached self addressed pre paid postage envelopes so as to reach the Scrutinizer on or before the close of the business hours on 30 09 2015 8 For any grievances connected with the voting by Postal Ballot including voting by electronic means contact the Compliance Officer of the Company Mr M L Rathee at 1 A Vansittart Row Kolkata 700001 TeINo 033 40226363 E mail damodarropeways gmail com EXPLANATORY STATEMENT FOR THE PROPOSED RESOLUTION PURSUANT TO SECTION 102 READ WITH SECTION 110 OF THE COMPANIES ACT 2013 1 The equity shares of Damodar Ropeways amp Infra Ltd DRIL a
7. re presently listed only on The Calcutta Stock Exchange Limited CSE The Promoters Promoter Group collectively owns 22 79 809 equity shares of DRIL representing 56 375 of the subscribed and paid up equity share capital of DRIL and 17 64 191 equity shares held by public shareholders represent 43 625 of DRIL s subscribed and paid up equity share capital Further there has been no trading in the equity shares of DRIL in CSE for the last few years In this respect the Promoters Promoter Group have expressed their interest to the Board of Directors to make a voluntary delisting of the equity shares of the Company from the CSE The objective of the Delisting Proposal as stated by the Promoters Promoter Group in the requisition letter is i to obtain full ownership of DRIL which will provide the Promoters Promoter Group with increased operational flexibility to support DRIL s business and ii to provide an exit opportunity to the Public Shareholders In terms of regulation 8 1 b of the Securities and Exchange Board of India Delisting of Equity Shares Regulations 2009 as amended from time to time the Delisting Proposal requires the approval of the shareholders of DRIL by way of a special resolution passed through a postal ballot Further as per regulation 8 1 b of the Securities and Exchange Board of India Delisting of Equity Shares Regulations 2009 as amended from time to time the special resolution passed by the shareholders ma
8. s Key Managerial Personnel and their relatives in any way is concerned or interested in the resolution except to the extent of their shareholding shareholding of their associates as Promoters Promoter Group in the Company POSTAL BALLOT FORM Ballot No 1 Name and Registered address of the sole First named Shareholder in block letters 2 Name of the Joint Shareholder if any in block letters 3 Registered Folio no 4 Number of Shares held I We hereby exercise my our vote in respect of the Special Resolutions to be passed by means of Postal Ballot for the business set out in the Notice dated 20 08 2015 of the Company by sending my our assent or dissent to the said Resolution by placing the tick V mark at the appropriate box below Item Items No of I We assent I We dissent to No Shares to the the resolution resolution AGAINST FOR Special Resolution subject to all the applicable provisions of 1 the Companies Act 2013 and SEBI Delisting Regulations 2009 to consider the Delisting of the equity shares of the Company from the CSE i e the only Stock Exchange where the equity shares of the Company are presently listed Special Resolution pursuant to provision section 186 of the 2 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 limit Place Date Signature of the Shareho
9. s in demat mode or Folio No in case you are holding shares in physical mode as the password The said PDF file contains your User ID and Password for E voting Please note that the password is an initial password b Open your web browser during the voting period and log on to the E voting website https www evoting nsdl com c Click on Shareholders Login d Enter your User ID and password as initial password noted in step a above and click Login e Password Change menu appears Change the initial password with a new password of your choice The new password has to be a minimum of 8 digits characters or a combination thereof Note new password It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential f Home page of E voting opens Click on E voting Active Voting Cycles g Select EVEN of Damodar Ropeways amp Infra Limited i e the Electronic Voting Event Number from the drop down menu h Now you are ready for E voting as Cast Vote page opens i Cast your vote by selecting appropriate options and click on SUBMIT and also CONFIRM when prompted j Institutional shareholders i e other than Individuals HUF NRI etc are required to send a scanned copy PDF JPG Format of the relevant Board Resolution Authority Letter etc together with the attested specimen signature of the duly authorized
10. signatory ies who are authorized to vote to the Scrutinizer through e mail at rajibdas live com with a copy marked to evoting nsdl co in In case of shareholders receiving Postal Ballot Form by Post a User ID and Initial password is provided at the bottom of Postal Ballot Form b Please follow all steps from SI no C 1 b to SI no C 1 j above to cast your vote c If the Shareholder is already registered with NSDL for e voting then the Shareholder can use their existing user ID and password for casting the vote Other e voting instructions a Kindly note that votes once cast cannot be modified b E Voting period commences from 10 00 A M on 01 09 2015 and ends at 5 00 P M on 30 09 2015 Thereafter the e Voting module will be disabled by NSDL c Incase of any queries grievances pertaining to electronic voting Shareholders may refer the Frequently Asked Questions FAQ s and e voting User Manual for Shareholders available at the downloads section of www evoting nsdl com or contact at NSDL at the designated email IDs evoting nsdl co in or at Tel Nos 022 24994600 022 24994738
11. such acts deeds matters and things and to execute all such deeds documents and writings as may be necessary desirable or expedient in connection therewith By Order of the Board For Damodar Ropeways amp Infra Limited Sd M L Rathee Place Kolkata Company Secretary Date 20 08 2015 Notes 1 Explanatory Statement pursuant to Section 102 of the Companies Act 2013 setting out the material facts pertaining to the Resolution are annexed hereto along with a Postal Ballot Form for your consideration 2 Resolutions passed by the members through Postal Ballot are deemed to have been passed as if the same has been passed in the General Meeting of the members 3 The Board of Directors of the Company has appointed Mr Rajib Kumar Das Partner of S R amp Associates Company Secretaries ACS 29195 CP NO 10557 as the Scrutinizer for conducting Postal Ballot process in a fair and transparent manner After completion of his scrutiny he will submit his report to the Chairman and in his absence to any other Director of the Company 4 Shareholders are requested to make all correspondences pertaining to shares of the Company to the Compliance Officer of the Company i e Mr M L Rathee at 1 A Vansittart Row Kolkata 700001 Tel No 033 40226363 E mail damodarropeways gmail com 5 In compliance with the provisions of Sections 108 and 110 and other applicable provisions of the Companies Act 2013 read with the Companies Management and Ad
12. the said resolution Voluntary Delisting of Equity Shares of the Company from The Calcutta Stock Exchange Limited i e the only Stock Exchange were the equity shares of the Company is listed To consider and if thought fit to pass the following resolution as a Special Resolution 1 RESOLVED THAT subject to all the applicable provisions of the Companies Act 2013 including any statutory modification s or re enactments thereof for the time being in force and to the extent Rules notified the Securities Contract Regulation Act 1956 and the rules framed there under the Listing Agreement with The Calcutta Stock Exchange Limited CSE SEBI Delisting Regulations and subject to such approvals permissions and sanctions as may be necessary and subject to the compliance with other statutory formalities and subject to such conditions and modifications as may be prescribed or imposed by any authority including the Stock Exchange while granting such approvals permissions or sanctions which may be agreed by the Board of Directors of the Company hereinafter referred to as the Board or a Committee of Directors persons authorized by the Board the consent of the shareholders be and is hereby accorded to the Board to voluntarily delist the equity shares of the Company from CSE RESOLVED FURTHER THAT the Board of Directors a Committee of Directors persons authorized by the Board be and are hereby authorize
13. to an extent that it is difficult for the Scrutinizer to identify either the Shareholder or number of votes or as to whether the votes are cast in favour or against the resolution or the signature could not be checked or on one or more of the above grounds e If the Ballot paper is received in such a state that it is incomplete or incorrect or otherwise it is not possible to assess the Members intention to vote The Scrutinizer s decision on the validity of the Postal Ballot will be final The results of the Postal Ballot will be announced on 05 10 2015 at the Registered Office of the Company at 1 A Vansittart Row Kolkata 700001 and will also be informed to The Calcutta Stock Exchange Limited The result of postal ballot shall also be announced through a newspaper advertisement 11 12 Voting rights shall be reckoned on the paid up value of the shares registered in the name of the members as on 14 08 2015 The Company is pleased to offer e voting facility as an alternate for its shareholders to enable them to cast their votes electronically instead of dispatching Postal Ballot by post For exercising e voting facility the user ID and initial password are provided at the bottom of the Postal Ballot Form and the detailed procedure is enumerated below PROCESS FOR MEMBERS OPTING FOR E VOTING In case of members receiving e mail from NSDL a Open the attached PDF file giving your Client ID in case you are holding share
14. ttested specimen signatures of the duly authorized signatory ies A Postal Ballot Form signed by the holder of power of attorney for and on behalf of a member of the Company must be accompanied by the attested true copy of the Power of Attorney If the same is already registered with the Company or the Registrar please quote the Registration No beneath the signature A tick V mark should be placed in the relevant box signifying assent dissent for each Resolution as the case may be before mailing the Postal Ballot Form Members are entitled to vote For Against a Resolution covering the total number of shares held by them Shareholders are entitled to cast their votes differently Duly completed Postal Ballot Forms should reach the Scrutinizer not later than the close of working hours on 30 09 2015 Postal Ballot Forms received after this date will be strictly treated as if the reply from the member has not been received A shareholder may request for a duplicate Postal Ballot Form if so required However the duly filled in duplicate Postal Ballot Form should reach the Scrutinizer not later than the time and date specified at item no 6 above Votes will be considered invalid on the following grounds a Ifthe Ballot paper is unsigned b Ifthe Shareholder s signature does not tally c If the Shareholder has marked V both in favour and also against in the Ballot paper d If the Ballot paper received is torn or defaced or mutilated
15. y be acted upon only if the votes cast by the public shareholders in favour of the Delisting Proposal amount to at least two times the number of votes cast by the public shareholders against it The shareholder s approval is being sought by passing a Special Resolution for Delisting of the Company s Equity Shares from the CSE in accordance with the provisions of Securities and Exchange Board of India Delisting of Equity Shares Regulations 2009 as amended from time to time 2 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 per cent of the aggregate of the paid up capital and free reserves and securities premium account or ii Hundred per cent 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 to the Board of Directors for making further investment providing loans or give guarantee or provide security in connection with loans for an amount not exceeding Rs 30 crores Thirty Crores Your Directors recommend the Special Resolution for approval of the shareholders None of the Directors Manager
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