pbn maharashtra seamless limited a4 14.02.2015
Contents
1. D UNDER SECTION 102 OF THE COMPANIES ACT 2013 Item No 1 As per the provisions of Section 186 of the Companies Act 2013 the Board of Directors of the Company can give any loan or guarantee or provide security or invest in securities of the other bodies corporate beyond the prescribed ceiling of i ii sixty per cent of the aggregate of the paid up capital free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account whichever is more if a special resolution is passed by the members of the Company in that regard MAHARASHTRA SEAMLESS LIMITED To achieve financial flexibility and to enable optimal financing structure for the Company and to achieve long term strategic and business objectives it is proposed to give power to the Board of Directors or any duly constituted committee thereof or any authorized person s to give loans to any person s and or body ies corporate and or give any guarantee or provide security in connection with a loan to any person s and or body ies corporate and or acquire by way of subscription purchase or otherwise the securities of other body ies corporate whether existing or to be formed for an amount not exceeding Rs 3 500 Crore Rs Thee thousand five hundred crore including the aggregate of the investments loans or guarantees or securities so far made given provided by the Company The investments loans are proposed to be mad2. MAHARASHTRA SEAMLESS LIMITED JINDAL CIN L99999MH1988PLC080545 Regd Office Pipe Nagar Village Sukeli N H 17 B K G Road Taluka Roha Distt Raigad 402126 Maharashtra Tel 02194 238511 12 Fax 02194 238513 Corporate Office Plot No 30 Institutional Sector 44 Gurgaon 122002 Haryana Email secretarial mahaseam com website www jindal com NOTICE OF POSTAL BALLOT NOTICE is hereby given that the following special resolution is circulated herewith for approval of the Members of the Company to be accorded by Postal Ballot e voting in accordance with the provisions of Section 110 of the Companies Act 2013 the Act read with Rule 22 of the Companies Management and Administration Rules 2014 Explanatory Statement pursuant to Section 102 of the Act setting out the material facts related to the proposed resolution is annexed hereto for consideration of the members being special business 1 To consider and if thought fit to pass with or without modification s the following resolution as a Special Resolution RESOLVED THAT pursuant to the provisions of Section 186 of the Companies Act 2013 the Act and other applicable provisions if any of the Act the Rules made there under including any statutory modification thereof for the time being in force and as may be re enacted from time to time and the Articles of Association of the Company and subject to such approvals consents sanctions and permissions as
3. OLVED FURTHER THAT for the purpose of giving effect to this resolution the Board of the Company be and is hereby authorized to take from time to time all decisions and such steps as may be expedient and necessary for giving loans guarantees or providing securities or making investments as aforesaid to execute such documents deeds writings papers and or agreements as may be required and do all such acts deeds matters and things as it may in its absolute discretion deem fit necessary expedient or appropriate and settle any question difficulty or doubt that may arise in this regard By Order of the Board for Maharashtra Seamless Limited Place Gurgaon Dated 6th February 2015 D C GUPTA V P amp Company Secretary MAHARASHTRA SEAMLESS LIMITED NOTES 1 10 11 12 13 14 Explanatory Statement as required under Section 102 of the Companies Act 2013 setting out the material facts in respect of the special business is appended herein below The Board of Directors has appointed Mr Namo Narain Agarwal Practicing Company Secretary as Scrutinizer for conducting the postal ballot e voting process in a fair and transparent manner The Notice is being sent to all members whose names appear in the Register of Members List of Beneficial owners as received from National Securities Depository Ltd NSDL Central Depository Services India Ltd CDSL as on 11th February 2015 Voting rights shall be re
4. al com and on the NSDL s website www evoting nsdl com Voting period would commence on 24th February 2015 10 00 A M and end on 25th March 2015 5 00 P M The shareholders are requested to carefully read the instructions The Postal Ballot Form duly completed and signed should be sent directly to the Scrutinizer before 25th March 2015 5 00 P M in a closed envelope at the following address Mr Namo Narain Agarwal Scrutinizer Maharashtra Seamless Limited Plot No 30 Institutional Sector 44 Gurgaon 122 002 Haryana Any postal Ballot Form received after the abovesaid 25th March 2015 shall be treated as if the reply from the shareholder has not been received The Scrutinizer s decision on the validity of the Postal Ballot shall be final He will submit his report on result of the voting by postal ballot and e voting to the Chairman of the Company The results of the voting through postal ballot will be announced by the Chairman of the Company or by the Managing Director or any other Director on or before 30th March 2015 The results of the postal ballot along with the Scrutinizer s Report shall also be placed on the website of the Company i e www jindal com Mr D C Gupta Vice President amp Company Secretary of the Company has been appointed as the person responsible for the entire postal ballot process He will be responsible to address the grievances connected with the postal ballot EXPLANATORY STATEMENT AS REQUIRE
5. ckoned on the paid up value of shares registered in the name of the members as on 11th February 2015 As per Companies Management and Administration Rules 2014 notice of Postal Ballot may be served on the Members through electronic transmission Members who have registered their e mail IDs with depositories or with the Company are being sent notice of postal ballot by e mail For Members whose e mail IDs are not registered physical copies of the Postal Ballot notice are being sent by permitted mode i e by registered post speed post or through courier In compliance with Clause 35B of the Listing Agreement and Sections 108 110 and other applicable provisions of the Companies Act 2013 read with the relevant Rules the Company is providing e voting facility to all its members to enable them to cast their votes electronically instead of dispatching the physical Postal Ballot Form by post The Company has engaged the services of NSDL for the purpose of providing e voting facility to all its members Please note that e voting is an alternate mode to cast votes and is optional Members can opt for only one mode of voting i e either physical postal ballot or e voting In case members cast their votes through both the modes voting done by e voting shall prevail and votes cast through physical postal ballot forms will be treated as invalid The Postal Ballot Notice is placed in the Investor Relations section on the Company s website www jind
6. d of your choice making sure that it contains a minimum of 8 digits or characters or a combination of both Please take utmost care to keep your password confidential vii Once the e voting home page opens click on e voting gt Active Voting Cycles viii Select EVEN E Voting Event Number of Maharashtra Seamless Limited 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 the vote on the resolution is cast the Member shall not be allowed to change it subsequently xii Institutional shareholders i e other than 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 nnagarwal1939 gmail com with a copy marked to evoting nsdl co in xiii In case of any queries you may refer the Frequently Asked Questions FAQs Shareholders and e voting user manual Shareholders available at the downloads section of www evoting nsdl com B Incase a Member receives physical copy of the Notice of Postal Ballot for Members whose email addresses are not registered with the Company Depositories i Initial password is provided in th
7. e enclosed ballot form EVEN E Voting Event Number user ID and password ii Please follow all steps from SI No ii to SL No xiii above to cast vote 3 MAHARASHTRA SEAMLESS LIMITED C PROCESS FOR MEMBERS OPTING FOR VOTING BY POSTAL BALLOT i iii vi vii viii Memters desiring to cast their vote by Postal Ballot should complete and sign this Postal Ballot Form and send it to the Scrutinizer Mr Namo Narain Agarwal Practicing Company Secretaries Membership No FCS 234 at the Corporate office of the Company Postal Ballot Forms deposited in person will also be accepted In case of joint holding this Postal Ballot Form should be completed and signed by the first named Member and in his absence by the next named Member In respect of shares held by corporate and institutional shareholders companies trusts societies etc the completed Postal Ballot Form should be accompanied by a certified copy of the relevant Board resolution appropriate authorisation with the specimen signature s of the authorised signatory ies duly attested The signature of the Member on this Postal Ballot Form should be as per the specimen signature furnished by National Securities Depository Limited NSDL Central Depository Services India Limited CDSL or registered with the Company in respect of shares held in dematerialized form or in physical form respectively Completed Postal Ballot Forms should reach the Scrutin
8. e out of internal accruals and or surplus funds and or any other sources including borrowings if necessary Board commends passing of the resolution at Item no 1 of the Notice by the members None of the Directors and Key Managerial Personnel of the Company or their relatives is in any way concerned or interested financially or otherwise in the resolution set out at item no 1 except as any one or more of them may be member Director of the other companies By Order of the Board for Maharashtra Seamless Limited Place Gurgaon Dated 6th February 2015 D C GUPTA V P amp Company Secretary INSTRUCTIONS FOR VOTING A Incase a Member receives an e mail from NSDL for Members whose e mail addresses are registered with the Company Depositories i Open the e mail and open PDF file namely MSL e voting pdf with your Client ID or Folio No as password The said PDF file contains your user ID and password for e voting Please note that the password is an initial password ii Open the internet browser and type the following URL https www evoting nsdl com iii Click on Shareholder Login iv Ifyou are already registered with NSDL for e voting then you can use your existing user ID and password v If you are logging in for the first time please enter the user ID and password provided in the PDF file attached with the e mail as initial password vi The Password Change Menu will appear on your screen Change to anew passwor
9. izer not later than Wednesday March 25 2015 5 00 P M IST Postal Ballot Forms received after this date will be considered invalid Postal Ballot Forms which are incomplete or unsigned or defective in any manner are liable to be rejected The Scrutinizer s decision in this regard shall be final and binding A Member seeking duplicate Postal Ballot Form or having any grievance pertaining to the Postal Ballot process can write to the Company at e mail ID secretatrial mahaseam com However duly completed and signed duplicate Postal Ballot Forms should reach the Scrutinizer not later than the close of working hours i e 5 00 p m on Wednesday March 25 2015 Members are requested not to send any paper other than the resolution authority as mentioned above along with the Postal Ballot Form D Other Instructions i vi The e voting period commences on Tuesday 24th February 2015 9 00 A M IST and ends on Wednesday 25th March 2015 5 00 P M IST During this period Members of the Company holding shares either in physical form or in dematerialized form as on 11th February 2015 may cast their vote electronically The e voting module shall be disabled by NSDL for voting thereafter Once the vote on a resolution is cast by the Member he shall not be allowed to change it subsequently The voting rights of Members shall be in proportion to their shares of the paid up equity share capital of the Company as on 11th February 2015 V
10. may be necessary and other provisions if any under applicable laws consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company hereinafter referred to as the Board which term shall include any Committee constituted by the Board or any person s authorized by the Board to exercise the powers conferred on the Board by this Resolution to give loans to any person s and or body ies corporate and or give any guarantee or provide security in connection with a loan to any person s and or body ies corporate and or acquire by way of subscription purchase or otherwise the securities of other body ies corporate whether existing or to be formed upto an aggregate amount not exceeding Rs 3 500 Crore Rs Three thousand five hundred crore notwithstanding that the aggregate of the loans or guarantees so far given or to be given and or securities so far provided or to be provided and or securities so far acquired or to be acquired by the Company collectively exceeds the limits prescribed under Section 186 2 of the Act and that the aggregate of loan to any person or body corporate and or guarantee or security in connection with a loan to any person or body corporate and or acquisition by way of subscription purchase or otherwise of the securities of any body corporate may exceed ten percent of the annual consolidated turnover of the company as per last audited financial statement of the Company RES
11. o 1 Name and Registered Address of the Sole First named Shareholder 2 Name of the Joint Holder s if any 3 Registered Folio No DP ID No Client ID No Applicable to investors holding shares in dematerialized form 4 No of shares held 5 I we hereby exercise my our votes in respect of the Resolution to be passed through Postal Ballot for the business stated in the Notice dated 6 February 2015 of the Company by sending my our assent dissent by placing tick V mark at the appropriate box below Item Description No of Shares I we assent to the I we dissent No resolution the resolution FOR AGAINST 1 Special Resolution authorizing Board of Directors to give loans guarantee providing of securities and or making of investments in securities subject to a maximum limit of Rs 3 500 crores ELECTRONIC VOTING PARTICULARS EVEN E Voting Event Number USER ID Password Place Date Signature of the Shareholder Notes If the voting rights are exercised electronically there is no need to use this Form
12. oting rights in the Postal Ballot e voting cannot be exercised by a proxy Mr Namo Narain Agarwal Practicing Company Secretary Membership No FCS 234 has been appointed as the Scrutinizer to scrutinize the e voting process including the Ballot Form received from the Members who do not have access to the e voting process in a fair and transparent manner The Scrutinizer shall within a period not exceeding five working days from the conclusion of the voting period submit his Report to the Chairman of the Company Members who do not have access to e voting facility may send duly completed Ballot Form so as to reach the Scrutinizer appointed by the Board of Directors of the Company Mr Namo Narain Agarwal Practicing Company Secretary Membership No FCS 234 at the Corporate Office of the Company not later than Wednesday 25th March 2015 5 00 P M IST A Member can opt for only one mode of voting i e either through e voting or by Ballot If a Member casts votes by both modes then voting done through e voting shall prevail and Ballot shall be treated as invalid MAHARASHTRA SEAMLESS LIMITED CIN L99999MH1988PLC080545 Regd Office Pipe Nagar Village Sukeli N H 17 B K G Road Taluka Roha Distt Raigad 402126 Maharashtra Tel 02194 238511 12 Fax 02194 238513 Corporate Office Plot No 30 Institutional Sector 44 Gurgaon 122002 Haryana Email secretarial mahaseam com website www jindal com POSTAL BALLOT FORM Sr N
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