COAL INDIA LIMITED
Contents
1. Limited GAIL for jointly exploring the potential use of Synthesis gas produced from Surface Coal Gas Project SCG Plant in the fertilizer industry GAIL had approached Coal India Limited CIL for co operating in various studies required for the process and project development for Surface Coal Gasification in coal bearing states in India including the area in and around Talcher With the in principle approval of CIL Board an MoU was signed with GAIL on 10th January 2008 Ministry of Chemicals amp Fertilisers convened a meeting on 9th December 2009 for revival of Talcher Unit of Fertilizer Corporation of India FCIL In the meeting it was decided that GAIL CIL and RCF would form a consortium by signing an MoU for setting up of Surface Coal Gasification Plant for chemicals fertilizers at Talcher The Cabinet Committee on Economic Affairs CCEA in its meeting held on 4th August 2011 awarded revival of Talcher Plant of FCIL to the consortium of GAIL RCF and CIL It was envisaged that a new urea ammonium nitrate project would be set up at the site of the defunct fertilizer plant of FCIL at Talcher using coal gasification technologies that are currently available globally In continuation of the above decision of CCEA a meeting chaired by the Principal Secretary to the Prime Minister was held on 26th August 2013 wherein it was decided to form two separate joint venture JV companies for operating the proposed project i e JV 12. Coal gasification and gas purification with GAIL as the major partner gt 70 stake FCIL 11 RCF CIL and the technology supplier shall hold the balance stake JV 2 For setting up downstream Fertilizer cum Ammonium Nitrate complex unit with RCF and CIL as majority stake holders FCIL 11 and GAIL as minority stake holders In pursuance of the meeting held on 26th August 2013 an MoU was signed among FCIL RCF GAIL and CIL on 5th September 2013 wherein it was agreed in principle to form two separate JV companies for setting up of a new Surface Coal Gasification based Urea plant and Ammonium Nitrate Chemicals complex at the site of Talcher Unit of FCIL subject to establishing technical and financial viability through preparation of Detailed Feasibility Report DFR This was ratified by CIL Board in its meeting held on 16th December 2013 The main object clause of MOA of CIL does not contain provision for setting up of Fertilizer cum Ammonium Nitrate complex Hence in the 307th CIL Board meeting held on 29th May 2014 Board has accorded its approval to the proposal to amend Clause III A 1 g of Memorandum of Association MoA and recommends the passing of the proposed special resolution as contained in the notice by the members of the company For better understanding we are enclosing the existing clause as well as the proposed amendment to Clause III A 1 g of the Memorandum of Association of the company In view of the abov
3. Wednesday 1 6th July 2014 till 1730 hours 2 Please read the instructions printed overleaf carefully before exercising your vote 10 11 12 13 14 15 16 17 18 19 PROCEDURE AND INSTRUCTIONS FOR POSTAL BALLOT A Shareholder desiring to exercise vote by Postal Ballot may complete this Postal Ballot Form no other form or photocopy thereof is permitted and send it to the Scrutinizer Ms Savita Jyoti Savita Jyoti Associates Company Secretaries Secunderabad a Practicing Company Secretary in the attached self addressed business reply envelope Postage will be borne and paid by the Company However envelopes containing Postal Ballot Form s if sent by courier or registered speed post at the expense of the Shareholder will also be accepted Please convey your assent dissent abstain in this Postal Ballot form only The assent or dissent or abstain received in any other format shall not be considered valid The selfaddressed business reply envelope bears the address of the Scrutinizer appointed by the company This Form should be completed and signed by the Shareholder as per the specimen signature registered with the Company RTA or Depository Participants In case ofjoint holding this Form should be completed and signed by the first named Shareholder and in his absence by the next named Shareholder In case Postal Ballot Form is signed througha Delegatee a copy of Power of Attorney attested by the Member sh
4. provisions if any of the Companies Act 2013 including any statutory modification s or re enactment thereto for the time being in force approval be and is hereby given to amend Clause III A 1 g of main object clause of Memorandum of Association MoA of Coal India Limited to read as under To produce process store distribute sell import export or otherwise deal in gas and other by products arising from the coal gasification process in India and abroad and use products or by products of gasification process to produce Ammonium Nitrate Fertilizers and associated products and for this purpose to install operate and manage all necessary plants mines establishments and works in India and abroad FURTHER RESOLVED THAT CMD Director Finance Company Secretary be and are hereby jointly or severally authorized to do all such acts deeds and things that may be necessary proper expedient or incidental for the purpose of giving effect to the aforesaid resolution For amendment of Memorandum of Association it is mandatory to seek the approval of Shareholders of the Company by way of special resolution as per Section 13 and other applicable provisions of the Companies Act 2013 Accordingly the shareholders are requested to pass the resolution proposed through Postal Ballot either electronically or through physical ballot The proposed resolution and explanatory statement stating material facts and the reasons for the proposal are en
5. FOR E VOTING a The procedure and instructions for e voting are as follows i Open your web browser during the voting period and navigate to https evoting karvy com ii Enter the login credentials i e user id amp password mentioned on the Postal Ballot Form Your folio DP Client ID will be your User ID User ID For Members holding shares in Demat Form a With NSDL 8 Character DP ID followed by 8 Digits Client ID b With CDSL 16 digits beneficiary ID For Members holding shares in Physical Form Event number followed by Folio Number registered with the company Password Your Unique password is printed on the Postal Ballot Form via email forwarded through the electronic notice Captcha Enter the Verification code i e please enter the alphabets and numbers in the exact way as they are displayed for security reasons iii Please contact Company s registrar for any further clarifications on telephone no 040 44655000 toll free No 1 800 34 54 001 iv After entering these details appropriately click on LOGIN v Members holding shares in Demat Physical form will now reach Password Change menu wherein they are required to mandatorily change their login password in the new password field The new password has to be minimum eight characters consisting of at least one upper case A Z one lower case a z one numeric value 0 9 and a special character Kindly note that this password can be
6. aji Subhas Road Kolkata 700001 PHONE 033 2248 5123 GRAM COALINDIA FAX 033 2231 5060 Email mviswanathan2 coalindia in WEBSITE www coalindia in POSTAL BALLOT FORM To be returned to the scrutinizer appointed by the company 1 Name s of Member s Including joint holders if any in block letters 2 Registered address ofthe Sole first named Member 3 Registered folio No DP ID No Client ID No Applicable to investors holding shares in dematerialized form 4 Number ofshares held SERIAL No 5 I Wehereby exercise my our vote in respect of Special Resolution to be passed through Postal Ballot for the Business stated in the Postal Ballot Notice and Explanatory Statement annexed thereto by sending my our assent FOR or dissent AGAINST or Abstain to vote ABSTAIN to the said resolution by placing the tick v mark at the appropriate box below ITEM ITEM No I We assentto I Wedissentto I We abstain to No Of Shares the Resolution the Resolution vote to FOR AGAINST the Resolution ABSTAIN Amendment of Clause III A 1 g of main object clause of the Memorandum of Association MoA of Coal India Limited Place Date Signature of the Member EMAIL Tel Mobile Number Optional ELECTRONIC VOTING PARTICULARS EVEN E Voting Event Number USER ID PASSWORD PIN Notes 1 Last date for receipt of Postal Ballot Forms by Scrutinizer is
7. all be annexed to the Ballot The consent must be accorded by recording the assent in the Column FOR and dissent in the Column AGAINST or Abstain in the column ABSTAIN by placinga tick v markin the appropriate column Duly completed Postal Ballot Form should reach the Company not later than Wednesday 16th July 2014 1730 hours All Postal Ballot Forms received after this date will be strictly treated as if reply from such Shareholder s has not been received There will be only one Postal Ballot Form for every folio irrespective of the number of joint Shareholder s 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 authorizing giving requisite authority to the person voting on the postal ballot form together with the duly attested specimen signature s of the authorized signatories A Shareholder may request for a duplicate Postal Ballot Form through an email if so required from http evoting karvy com However the duly completed duplicate Postal Ballot form should reach the Scrutinizer not later than the last date of receipt of Postal Ballot Form i e Wednesday 16th July 2014 1730 Hours Voting rights shall be reckoned on the paid up value of shares registered in the name of the Shareholders as on Friday 30th May 2014 Shareholders are requested not to send any other paper along with the Postal Ballot Form i
8. closed along with Postal Ballot form The Company has appointed Ms Savita Jyoti Savita Jyoti Associates a Practicing Company Secretary Secunderabad as a Scrutinizer for conducting the Postal Ballot process in accordance with law Please read carefully the instructions printed in the Postal Ballot form and return the form duly completed in all respects in the enclosed self addressed pre paid postage envelope so as to reach the Scrutinizer before the close of working hours i e 1730 hours on or before Wednesday 16th July 2014 For e voting voting through postal ballot please read carefully the instructions printed in the notice The voting will begin from 0930 hours on Tuesday 17th June 2014 and end on the close of working hours i e 1730 hours Wednesday 16th July 2014 The e voting module shall also be disabled by M s Karvy Computershare Private Limited for voting thereafter Any postal ballot form received from the members beyond the said date will not be valid amp voting whether by post or by electronic means shall not be allowed beyond the close of working hours i e 1730 hours Wednesday 16th July 2014 1 The Scrutinizer will submit the report to Chairman and Managing Director or Company Secretary of the Company after completion of the scrutiny on Friday the 18th July 14 The result of the voting by Postal Ballot will be declared by the Chairman amp Managing Director person authorized by him on Friday 18th July 2014 and t
9. d others are sent by post along with Postal Ballot Form Shareholders who have received Postal Ballot Notice by e mail and who wish to vote through Physical Postal Ballot Form can download Postal Ballot Form from the link https evoting karvy com or http coalindia in To seek duplicate Postal Ballot Form in case of non receipt of the same please contact our Registrar and Share Transfer Agent M s Karvy Computershare Private Limited Unit Coal India Limited 17 24 Vithal Rao Nagar Madhapur Hyderabad 500081 We request you to fill in the details and send the same to the Scrutinizer before 1730 hours on 16th July 2014 d Incase of Shareholders receiving Postal Ballot Form by Post Please follow the instruction mentioned in the Postal Ballot Form to cast your vote in Physical Postal Ballot mode 5 10 Kindly note that the Shareholders can opt only one mode of 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 Shareholders cast their vote by Physical Ballot and e voting then voting done through valid Physical Ballot shall prevail and voting done by e voting will be treated as invalid Shareholders desiring to exercise vote by Physical Postal Ballot are requested to carefully read the instructions printed in the Postal Ballot Form and return the Form duly completed and signed in the enclosed self addressed business reply envelope to th
10. e S M s Karvy Computershare Pvt Ltd M s Karvy Computershare Pvt Ltd Mr M Viswanathan 17 24 Vithal Rao Nagar 49 Jatin Das Road Company Secretary Madhapur 1st Floor Coal India Limited Hyderabad 500081 Kolkata 700 029 10 N S Road E mail id einward ris karvy com E mail id einward ris karvy com Kolkata 700001 aoe Ph no 040 44655000 Ph no 033 2464 7231 7232 4891 E mail complianceofficer coalindia in Toll Free No 18003454001 Fax 033 2464 4866 Tel 033 2248 5123 Fax 040 23420814 Fax 033 2231 5060
11. e Scrutinizer The postage cost will be borne by the Company However envelopes containing Postal Ballots if sent by courier or registered speed post at the expense of the Shareholders will also be accepted The voting rights of Shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on Friday 30th May 14 The voting period ends at 1730 hours Wednesday 16th July 2014 Assent Dissent Abstain received after 16th July 14 would be strictly treated as if reply from the shareholder has not been received In the event the draft resolution is assented to by the requisite majority of Shareholders by means of Postal Ballot the date of declaration of Postal Ballot result shall be deemed to be the date of passing of the said resolution All the documents referred to in the accompanying Notice and explanatory Statement are open for inspection between 10 00 a m to 12 00 noon on all working days at the Registered Office of the Company i e Coal India Limited 10 Netaji Subhas Road Kolkata 700001 upto Wednesday 16thJuly 2014 EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013 IN RESPECT OF SPECIAL BUSINESS SET OUT IN THE NOTICE Item No 1 Amendment of Clause III A 1 g of object clause of the Memorandum of Association MoA of Coal India Limited Rashtriya Chemicals amp Fertilizers Limited RCF had signed an Memorandum of Understanding MoU with Gas Authority of India
12. e you are requested to grant your consent to the Special Resolution as set out at item no 1 of the Postal Ballot Notice dated 4th June 2014 of the company None of the Directors or key managerial personnel of the company or their relatives are concerned or interested in the special resolution except to the extent of their shareholding in the company By order of the Board For Coal India Limited wre M Viswanathan Company Secretary Dated 4th June 2014 Existing Clause III A 1 g Proposed Amendment to Clause III A 1 g To produce process store distribute sell import export or otherwise deal in gas and other byproducts arising from the coal gasification process in India and abroad and for this purpose to install operate and manage all necessary plants mines establishments and works To produce process store distribute sell import export or otherwise deal in gas and other by products arising from the coal gasification process in India and abroad and use products or by products of gasification process to produce Ammonium Nitrate Fertilizers and associated products and for this purpose to install operate and manage all necessary plants mines establishments and works in India and abroad BENPL MUMBAI 23089237 owerin oe g Lag Sop Lv Par gt tures COAL INDIA LIMITED A MAHARATNA COMPANY CIN L23109WB1973G0I028844 2 IS d N D Regd Office 10 Net
13. he result of the Postal Ballot will be informed to the Stock Exchanges on the same day where the Shares of the Company are listed and uploaded in company s website The results will also be published in the newspapers on Tuesday 22nd July 2014 By order of the Board For Coal India Limited M Viswanathan Encl As above Company Secretary Notes 1 The Explanatory Statement pursuant to Section 102 of the Companies Act 2013 setting out material facts is annexed hereto 2 The Notice of Postal Ballot is being sent to all the Shareholders whose names appear on the Register of Members list of Beneficial Owners as received from RTA National Securities Depository Limited NSDL Central Depository Services India Limited CDSL on Friday 30th May 2014 3 The Company has appointed Ms Savita Jyoti Savita Jyoti Associates a Practising Company Secretary Secunderabad as a Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner 4 In compliance with Section 110 of the Act read with Companies Management and Administration Rules 2014 the Company is offering e voting facility to all the Shareholders of the Company M s Karvy Computershare Private Limited company s Share Registrar and Transfer Agent will be facilitating e voting to enable the Shareholders to cast their votes electronically instead of dispatching Postal Ballot Form wherever e mail ID is registered E voting is optional PROCEDURE AND INSTRUCTIONS
14. n the enclosed self addressed business reply envelope as all such envelopes will be sent to the Scrutinizer and any extraneous paper found in such envelope would be destroyed by the Scrutinizer A Shareholder need not use all the votes nor needs to cast all the votes in the same way The Scrutinizer s decision on the validity of a Postal Ballot will be final and binding Incomplete unsigned or incorrect Postal Ballot Forms will be rejected In the event the draft resolution is assented to by the requisite majority of Shareholders by means of Postal Ballot the date of declaration of Postal Ballotresult shall be deemed to be the date of passing of the said resolution Allthe documents referred to in the accompanying Notice and explanatory Statement are open for inspection between 10 00 a m to 12 00 noon on all working days at the Registered Office of the Company i e Coal India Limited 10 Netaji Subhas Road Kolkata 700001 upto Wednesday 16th July 2014 The Company is pleased to offer e voting facility as an alternate for all the Shareholders of the Company to enable them to cast their votes electronically instead of dispatching Postal Ballot Form E voting is optional In case of Shareholders are willing to vote through e voting Please follow the instruction mentioned in the Postal Ballot Notice to cast your vote in electronic mode Contact details Registrar and Transfer Agent Compliance Officer Hyderabad office Kolkata offic
15. o 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 xi Once you CONFIRM your vote on the resolution you will not be allowed to modify your vote subsequently xii Corporate Institutional Members corporate Fls Flls Trust Mutual Funds Banks etc are required to send the relevant Board resolution PDF format to the Scrutinizer through e mail savitajyoti yahoo com with copy to evoting karvy com The file scanned image of the Board Resolution should be in the naming format Corporate Name_ Event no xiii Members can cast their vote online from 0930 hours on Tuesday 17th June 2014 till 1730 hours Wednesday 16th July 2014 In case of any queries you may refer the Frequently Asked Questions FAQs for Shareholders and e voting user manual for Shareholders available at the Downloads section of https evoting karvy com or contact M s Karvy Computershare Private Limited at Telephone No 040 44655000 Toll Free No 1800 345 4001 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 Shareholders who have registered their e mail IDs for receipt of documents in electronic mode under the Green Initiative of Ministry of Corporate Affairs are being sent Notice of Postal Ballot by e mail an
16. owerin ot 8 Y amp Tepe e xy ar S W ON _ Par nS Ss ture 7 amp COAL INDIA LIMITED A MAHARATNA COMPANY Regd Office 10 Netaji Subhas Road Kolkata 700001 PHONE 033 2248 5123 GRAM COALINDIA FAX 033 2231 5060 Email mviswanathan2 coalindia in WEBSITE www coalindia in CIN L23109WB1973GOI028844 POSTAL BALLOT NOTICE Pursuant to Section 110 of the Companies Act 2013 and Rules made thereunder Dated 4th June 2014 To The Shareholder s Sub Passing of Resolution by Postal Ballot Notice is hereby given that the proposed resolution is circulated for approval of the Shareholders of the Company to be accorded by Postal Ballot in accordance with Section 110 of the Companies Act 2013 the Act which shall include any statutory modifications amendments or re enactments thereto read with Rule 22 of Companies Management and Administration Rules 2014 which shall include any statutory modifications amendments or re enactments thereto The Company is offering e voting facility also to all the Shareholders of the Company Hence the shareholders are requested to consider and if thought fit to give ASSENT DISSENT ABSTAIN to the following resolution as a Special Resolution Board of Directors of the Company in its 307th meeting held on Thursday 29th May 2014 have approved the following resolution for approval of the Shareholders of the Company RESOLVED THAT in accordance with Sec 13 and other applicable
17. used by the Demat holders for voting for resolution of any other Company on which they are eligible to vote provided that Company opts for e voting through M s Karvy Computershare Private Limited e Voting platform System will prompt you to change your password and update any contact details like mobile no email ID etc on 1st login You may also enter the Secret Question and answer of your choice to retrieve your password in case you forget it It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential vi You need to login again with the new credentials vii On successful login system will prompt to select the Event i e Company Name 2 c viii If you are holding shares in Demat form and had logged on to https evoting karvy com and casted your vote earlier for any company then your exiting login id and password are to be used ix On the voting page you will see Resolution Description and against the same the option FOR AGAINST ABSTAIN for voting Enter the number of shares which represents number of votes under FOR AGAINST ABSTAIN or alternatively you may partially enter any number FOR and partially AGAINST but the total number FOR AGAINST taken together should not exceed your total shareholding If the shareholder do not want to cast they may select ABSTAIN x After selecting the resolution you have decided t
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