Postal Ballot Notice - Tube Investments of India Limited
Contents
1. C Bose Road Chennai 600 001 The results of the Postal Ballot will also be displayed at the Registered Office and posted on the Company s website viz www tiindia com besides being communicated to the Stock Exchanges where the Company s shares are listed The date of declaration of the results will be treated as the date of passing of the said resolutions The resolutions being Special Resolutions will be declared as passed if votes cast in favour of each of the resolution is three times more in number than the votes if any cast against it In compliance with provisions of Section 192A of the Act read with the Companies Passing of the Resolution by Postal Ballot Rules 2011 and Listing Agreement Members may cast their votes either through Postal Ballot form or through electronic form e voting Those Members opting for e voting may follow the procedure as recommended by NSDL the e voting agency appointed by the Company under E voting Instructions of this Notice By Order of the Board For Tube Investments of India Ltd Chennai S Suresh 4 February 2014 Company Secretary 1 To consider and if deemed fit to pass the following Resolution as a Special Resolution RESOLVED that pursuant to the provisions of Section 372A of the Companies Act 1956 and other applicable provisions thereunder if any including any statutory modification s or re enactment thereof from time to time the Act and subject to such approvals cons2. for e voting then you can use your existing User ID and password for casting your vote and there is no need to register once again 5 You can also update your mobile number and e mail id in the user profile details of the folio which may be used for sending future communication s 6 To Members who have registered their e mail ids for receipt of documents in electronic mode under the Green Initiative of the Ministry of Corporate Affairs the Notice of Postal Ballot is being sent by e mail and to others the same is sent by post along with the Postal Ballot Form 7 Members have the option either to vote through the e voting process or through the Postal Ballot Form Members who have received the Postal Ballot Notice by e mail and who wish to vote through Postal Ballot Form can download the Postal Ballot Form from www evoting nsdl com or seek duplicate Postal Ballot Form from the Company s Registrar amp Transfer Agent viz Karvy Computershare Private Limited Unit Tube Investments of India Limited Plot No 17 24 Vittal Rao Nagar Madhapur Hyderabad 500 081 E mail einward ris karvy com fill in the details and send the same to the Scrutinizer 8 Members are requested to cast their vote on the Postal Ballot only through one mode i e either through Postal Ballot Form or through e voting In case Members cast their votes through both the modes votes cast through e voting only will be considered and votes cast through Postal Ballot Form will
3. the aggregate at any time apart from temporary loans obtained from Company s bankers in the ordinary course of business the Company s Net Worth as defined under the Companies Act 2013 by Rs 400 crores Accordingly approval of the Members is sought for the Special Resolution under Section 180 1 c of the Companies Act 2013 as furnished in the Notice Memorandum of Interest None of the Directors of the Company the key managerial personnel of the Company or the relatives of the Directors key managerial personnel of the Company is concerned or interested in the Resolution By Order of the Board For Tube Investments of India Ltd Chennai S Suresh 4 February 2014 Company Secretary Encl 1 Postal Ballot Form 2 Postage pre paid self addressed envelope E VOTING INSTRUCTIONS The instructions for those Members who wish to cast their votes by e voting are as under 1 In case of Members receiving e mail from NSDL a Open e mail and open PDF file viz Tube Investments 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 b Launch internet browser by typing the following URL https www evoting nsdl com c Click on Shareholder Login d Key in User ID and password as initial password noted in step a above Click Login e Password change menu appears Change the pa
4. TUBE INVESTMENTS OF INDIA LIMITED Registered Office Dare House 234 N S C Bose Road Chennai 600 001 INDIA Tel 91 44 42177770 5 Fax 91 44 42110404 Website www tiindia com NOTICE OF POSTAL BALLOT PURSUANT TO SECTION 192A OF THE COMPANIES ACT 1956 To The Members of Tube Investments of India Limited NOTICE is hereby given pursuant to Section 192A of the Companies Act 1956 read with the Companies Passing of the Resolution by Postal Ballot Rules 2011 that the following Special Resolutions are proposed to be passed by way of Postal Ballot 1 Approval under Section 372A of the Companies Act 1956 for the investment of a sum not exceeding Rs 3 crores in the equity share capital of M s Cauvery Power Generation Chennai Private Limited 2 Approval under Section 180 1 c of the Companies Act 2013 for the increase in the borrowing powers of the Company As provided under Section 192A of the Companies Act 1956 the consent of the Members by means of Special Resolutions is sought by way of postal ballot for the aforesaid purposes The Special Resolutions and the Explanatory Statement setting out all the material facts and reasons for the proposals appended hereto are being sent to you herewith along with the Postal Ballot Form for casting your votes Members may please note that the voting on the resolutions as contained in this Notice may be made through postal ballot Members may please further note that the Company is offering el
5. be rejected _
6. ectronic voting e voting as an alternate facility to enable casting of votes by Members electronically instead of dispatching to the Company the Postal Ballot Form The Company has appointed National Securities Depository Ltd NDSL as the agency for e voting and such of the shareholders who wish to vote electronically may follow the instructions given for e voting as appended to this Notice Kindly note that e voting is optional The Board of Directors has appointed Mr R Sridharan of M s R Sridharan amp Associates Company Secretaries as Scrutinizer for conducting the Postal Ballot voting process in a fair and transparent manner Please read carefully the instructions printed on the Postal Ballot Form carefully and return the Form duly completed and signed in the attached self addressed Business Reply envelope so as to reach the Scrutinizer on or before the close of working hours 5 30 P M on Friday 14 March 2014 Please note that any Postal Ballot Form s received after the closing hours of the said date will be treated as not having been received No other form or photocopy thereof is permitted The Scrutinizer will submit his report to the Chairman or any Director of the Company after completion of the scrutiny of the Postal Ballots The results of the Postal Ballot will be announced by the Chairman or any Director of the Company on Wednesday 19 March 2014 at 10 30 A M at the Registered Office of the Company at Dare House 234 N S
7. ents sanctions and permissions as may be necessary consent of the Company be and is hereby accorded to the Board of Directors of the Company to invest by way of purchase subscription or otherwise in one or more tranches in the equity shares of M s Cauvery Power Generation Chennai Private Limited for an aggregate sum not exceeding Rs 3 crores even if such investment exceeds the limits prescribed under the Act RESOLVED FURTHER that the Board of Directors of the Company is hereby severally authorised to take such steps as may be necessary for obtaining approvals permissions statutory contractual or otherwise in relation to the above and to settle all matters arising out of and incidental thereto and to sign and execute all deeds applications documents and writings that may be required on behalf of the Company and also to delegate all or any of the above powers to a Committee of the Board of Directors and generally to do all acts deeds matters and things that may be necessary proper expedient or incidental for the purpose of giving effect to the aforesaid Resolution 2 To consider and if deemed fit to pass the following Resolution as a Special Resolution RESOLVED that in supersession of the Ordinary Resolution passed by the Members earlier at the Extraordinary General Meeting held on 21 February 1994 in this regard and pursuant to the provisions of Section 180 1 c of the Companies Act 2013 the Act and other applicable prov
8. es As the proposed investment will enable the Company in meeting with its requirement for power through the Group Captive Power Policy of the Government of India and result in availability of power and cost saving the Board recommends the passing of the Special Resolution under the accompanying Notice for approval of the Members Memorandum of Interest None of the Directors of the Company the key managerial personnel of the Company or the relatives of the Directors key managerial personnel of the Company is concerned or interested in the Resolution ITEM No 2 At the Extraordinary General Meeting held on 21 February 1994 the Company was authorized in terms of Section 293 1 d of the Companies Act 1956 to borrow apart from temporary loans obtained from the Company s bankers in the ordinary course of business up to an amount of Rs 250 crores over and above its paid up capital and free reserves With the existing outstanding borrowing along with borrowing proposed to be made till 31 March 2014 it is anticipated that there will be only a small headroom under the Company s sanctioned limit for further borrowings to meet the business requirements Considering the requirement for increased borrowing to support the Company s planned business activities including in connection with creation of new greenfield capacities and expansion of existing facilities it is considered prudent to enhance the overall borrowing limits as not to exceed in
9. isions if any of the Act Companies Act 1956 relating to borrowing the Board of Directors of the Company is hereby authorised to borrow any sum or sums of moneys as it may deem fit notwithstanding that the aggregate of such borrowings exceeds the paid up capital and free reserves of the Company provided however that the aggregate of amounts borrowed and outstand ing at any time apart from temporary loans obtained from Company s bankers in the ordinary course of business shall not exceed in the aggregate the Company s Net Worth as defined under the Act by Rs 400 crores Rupees four hundred crores only By Order of the Board For Tube Investments of India Ltd Chennai S Suresh 4 February 2014 Company Secretary ANNEXURE TO NOTICE EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013 ITEM No 1 Presently all HT power consumers in the State of Tamilnadu face a high level of power cut Hence all divisions of the Company perforce have to purchase power from private power producers to bridge the gap in demand and supply In terms of the Group Captive Power Policy GCP Policy of the Government of India individual industrial consumers are permitted to come together and hold 26 of the equity in a power plant set up by a developer This is subject to the condition that these industrial consumers between themselves consume 51 of the power produced in the plant Further the obligation to consume power generated in such a g
10. roup captive power plant shall be in proportion to the ownership rights held by the respective industrial consumers in the power plant In the aforesaid context to manage the present difficult power situation through effective use of the GCP Policy option the Company proposes to invest in the share capital of M s Cauvery Power Generation Chennai Private Limited Cauvery Power a private power producer operating a 1x63 MW coal based power plant near Chennai for sourcing power In order to meet the power requirement of the various business divisions of the Company it is proposed to invest in the share capital of Cauvery Power for an aggregate consideration not exceeding Rs 3 crores and avail power supply under the GCP Policy The investment and purchase of power from Cauvery Power will benefit the Company both in terms of availability of power and saving in cost of electricity Since the investment together with the investments already made by the Company will be in excess of the limits prescribed under Section 372A of the Companies Act 1956 prior approval of the shareholders by way of a Special Resolution is required for the same The funds required for this investment will be met out of internal accruals or such other sources as the Board of Directors Board may deem appropriate In view of the above approval of the shareholders is sought for the investment in the share capital of Cauvery Power up to a sum not exceeding Rs 3 cror
11. ssword with new password of your choice with minimum 8 digits or characters or a combination thereof Please take note of the new password It is strongly recommended that you do not 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 Tube Investments of India Limited h Now you are ready for e Voting as Cast Vote page opens i Cast your vote by selecting appropriate option and click on Submit and also Confirm when prompted j Institutional shareholders i e other than individuals HUFs NRIs 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 at his e mail id sridharan r aryes in with a copy marked to evoting nsdl co in 2 In case of Members receiving Postal Ballot Form by Post a Initial password is provided at the bottom of the Postal Ballot Form b Please follow all steps from SI No 1 b to j above to cast your vote 3 In case of any queries you may refer the Frequently Asked Questions FAQs for Members and e voting user manual for Members available at the downloads section of www evoting nsdl com 4 If you are already registered with NSDL
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