1436802275_notice fo..
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1. at the address given on the self addressed Business Reply Envelope The duly completed Postal Ballot Form s should reach the Scrutinizer not later than 6 00 pm on Wednesday 12th August 2015 to be eligible for being considered failing which it will be strictly considered that no reply has been received from the Member Members desiring to opt for e voting as per the facilities arranged by the Company are requested to read the instructions in the Notes under the section Voting through electronic means References to postal ballot s in this Postal Ballot Notice include votes received electronically The Scrutinizer will submit his report to the Chairman of the Company after the completion of the scrutiny of the postal ballots including e voting The results shall be declared on or before Thursday 13th August 2015 at Corporate Office at 15 76 2nd Floor Old Rajender Nagar New Delhi 110060 at 5 00 pm and communicated to the Stock Exchanges Depository Registrar and Share Transfer Agent and would also be displayed on the Company s website at www pmcfinance in The date of declaration of results of the Postal Ballot will be taken to be the date of passing of the Resolutions Resolutions Item No 1 Increase in Authorized Share Capital To consider and if thought fit to pass with or without modification s the following resolution as an Ordinary Resolution RESOLVED THAT pursuant to the provisions of Section 61 and other applicabl2. should be completed and signed by the Shareholder as per the specimen signature registered with the Company Depository Participants In case of joint holding this Form should be completed and signed by the first named Shareholder and in his her absence by the next named Shareholder Duly completed Postal Ballot Form should reach the Scrutinizer on or before the close of working hours on 06 00 pm Wednesday 12th August 2015 All Postal Ballot Forms received after this date will be strictly treated as if reply from such Shareholder s has not been received The votes should be cast either in favour or against by putting the tick N mark in the column provided for assent or dissent Postal Ballot Form bearing V in both the columns will render the form invalid 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 Authority Letter Shareholders are requested not to send any other paper along with the Postal Ballot Form in 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 and the Company would not be able to act on the same A Shareholder need not use all the votes or cast all the votes in t
3. 80 600 Rupees Twenty Four Crores Thirty Two Lakhs Eighty Thousand Six Hundred Only each to be issued as fully paid up Equity Shares to the holders of the existing Equity Shares of the Company whose names appear in the Register of Members maintained by the Company List of Beneficial Owners as received from the National Securities Depository Limited NSDL and Central Depository Services India Limited CDSL on record date as may be fixed in this regard by the Board in the proportion of 1 1 i e 243 280 600 Twenty Four Crores Thirty Two Lakhs Eighty Thousand Six Hundred Equity Shares of Rs 1 each fully paid up for every 243 280 600 Rupees Twenty Four Crores Thirty Two Lakhs Eighty Thousand Six Hundred existing Equity Share of Rs 1 each held by the Members i e in the ratio of 1 1 RESOLVED FURTHER THAT the Equity Shares so allotted as bonus shares shall rank pari passu in all respects with the existing fully paid up Equity Shares of the Company and shall be subject to the provisions of Memorandum and Articles of Association of the Company RESOLVED FURTHER THAT no allotment letters shall be issued to the allottees of the bonus shares and that the Certificate s in respect of the bonus shares shall be issued and thereafter dispatched to the allottees thereof within the period prescribed from time to time except in respect to those allottees holding shares in dematerialized form whose shares shall be credited to their respective demat accoun
4. PMC Fincorp Limited formerly known as Priti Mercantile Company Limited Regd Office B 10 VIP Colony Civil Lines Rampur 244901 U P Corp Office 15 76 2nd Floor Old Rajender Nagar New Delhi 110060 Tel No 011 42436847 Email Id pritimercantile gmail com Website www pmcfinance in CIN L27109UP1985PLC006998 NOTICE OF POSTAL BALLOT The Member s Notice is hereby given pursuant to Section 110 and other applicable provisions if any of the Companies Act 2013 read with Rule 22 of the Companies Management and Administration Rules 2014 including any statutory modification or re enactment thereof for the time being in force to transact the following Special Businesses by the Members of the Company by passing resolutions appended below by way of Postal Ballot e Voting The Board of Directors of the Company has appointed Ms Ashu Gupta Company Secretaries as the Scrutinizer for conducting the postal ballot e voting process in a fair and transparent manner Members desiring to exercise their vote by postal ballot are requested to carefully read the instructions printed in the Postal Ballot Form and return the same duly completed in the enclosed self addressed Business Reply Envelope Postage will be borne and paid by the Company Postal Ballot Form s if sent by courier or by registered post speed post at the expense of the Member s will also be accepted The Postal Ballot Form s may also be deposited personally
5. Subscribed Issued and paid up capital of the Company is Rs 243 280 600 Rupees Twenty Four Crores Thirty Two Lakhs Eighty Thousand Six Hundred Only divided into 243 280 600 Twenty Four Crores Thirty Two Lakhs Eighty Thousand Six Hundred Equity Shares of Re 1 Rupee One each With a view to encouraging the participation of small investors by making equity shares of the Company affordable increasing the liquidity of the equity shares and to expand the retail shareholder base the Board in its Meeting held on 9th July 2015 has decided to capitalize its free reserves securities premium reserve by way of issuance of bonus shares it is therefore proposed to increase the Authorized Share Capital of the Company to Rs 500 000 000 Rupees Fifty Crores Only divided into 500 000 000 Fifty Cores Equity Shares of Rs 1 each by way of creation of additional 250 000 000 Twenty Five Crores Equity Shares of Rs 1 Rupee One each Thus the increase shall enable the Company to issue further capital by way of Bonus Issue The proposed increase in Authorized Share Capital shall require alteration of existing Clause V of the Memorandum of Association of the Company in the manner as set out in Resolution no 1 amp 2 of the Notice thereto A copy of the Memorandum of Association reflecting the proposed amendment together with the existing Memorandum and Articles of Association shall be open for inspection at the Registered Office of the Company during offi
6. applicable to shareholders holding shares in Dematerialised Form 4 Number of Equity Shares held I We hereby exercise my our vote in respect of the Resolutions Ordinary Special to be passed through postal ballot for the business stated in the Notice of Postal Ballot dated 9th July 2015 issued by the Company by sending my our assent dissent to the said Resolutions by placing the tick mark in the appropriate column below Description No of I We assent to I We dissent to Shares the Resolution the Resolutio FOR AGAINST Ordinary Resolution for Increase in Authorized Share Capital of the Company Ordinary Resolution for Approval for Issue of Bonus Shares Special Resolution for Alteration of Capital Clause in the Memorandum of Association of the Company Place Date Signature of the Shareholder Electronic Voting Particulars EVEN E Voting Event Number USERID PASSWORD Note Please read the instructions printed overleaf carefully before exercising your vote 10 11 INSTRUCTIONS A Member desiring to exercise vote by Postal Ballot may complete this Postal Ballot Form and send it to the Scrutinizer i e Ms Ashu Gupta 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 deposited in person or sent by courier or registered speed post at the expense of the shareholder will also be accepted This Form
7. ce hours on all working days except Saturdays between 11 00 a m to 4 00 p m up to the last date of receipt of postal ballot specified in the accompanying Notice Accordingly the Board recommends passing of the resolutions set forth in Item no 1 as an Ordinary Resolution and Item no 2 as Special Resolution by the Members by way of Postal Ballot e Voting None of the Directors Key Managerial Personnel and their relatives are concerned or interested financially or otherwise in the resolutions set forth in Item No 1 and 2 of this Notice except to the extent of their shareholding in the Company if any Item no 3 Your Company is pleased to inform you that the Company has decided to issue bonus shares to the existing shareholders of the Company as on the Record Date as may be decided by the Board On the basis of the Audited Financial Statements of the Company as on 31st March 2015 the Reserves amp Surplus of your Company is 317 576 000 To pass on the benefit to its shareholders of such huge reserves which have been accumulated by the Company over a period of years the issuance of bonus shares is proposed This proposal shall also increase liquidity of the Equity Shares of the Company by making available new shares in the market to be traded and also reward the Members by allotting bonus equity shares The Board of Directors in its Meeting held on 9th July 2015 has considered approved and recommended for the approval of Shar
8. e provisions if any of the Companies Act 2013 read with the Companies Share Capital and Debentures Rules 2014 framed thereunder including any statutory modification s or re enactment thereof for the time being in force the Authorized Share Capital of the Company be and is hereby increased from the existing Rs 250 000 000 Rupees Twenty Five Crores Only divided into 250 000 000 Rupees Twenty Five Crores Equity Shares of Rs 1 Rupees One each to Rs 500 000 000 Rupees Fifty Crores Only divided into 500 000 000 Rupees Fifty Crores Only Equity Shares of Rs 1 Rupees One each by creating an additional 250 000 000 Rupees Twenty Five Crores Equity Shares of Rs 1 Rupees One Only each aggregating to Rs 250 000 000 Rupees Twenty Five Crores Only Item No 2 Alteration of Capital Clause of Memorandum of Association 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 13 61 and other applicable provisions if any of the Companies Act 2013 read with the Companies Share Capital and Debentures Rules 2014 framed there under including any statutory modification s or re enactment thereof for the time being in force Clause V of the Memorandum of Association of the Company be and is hereby altered by substituting the following 1 Item No 2 Alteration of Capital Clause of Memorandum of Ass
9. eholders the issuance of bonus shares in the proportion of 1 1 i e 243 280 600 fully paid Equity Shares of Re 1 each for every existing 243 280 600 Rupees Twenty Four Crores Thirty Two Lakhs Eighty Thousand Six Hundred Equity Share of Rs 1 each to the existing shareholders as on the record date by way of capitalization of free reserves which shall include both securities premium reserve and profit amp loss reserve By Order of the Board of Directors For PMC FINCORP LIMITED Place New Delhi Raj Kumar Modi Date 9th July 2015 Managing Director DIN 01274171 S 353 IIND FLOOR GREATER KAILASH I NEW DELHI 110048 NOTICE FOR POSTAL BALLOT PMC Fincorp Limited formerly known as Priti Mercantile Company Limited Regd Office B 10 VIP Colony Civil Lines Rampur 244901 U P Corp Office 15 76 2nd Floor Old Rajender Nagar New Delhi 110060 CIN L27109UP1985PLC006998 PMC FINCORP LIMITED formerly Priti Mercantile Company Limited Regd Off B 10 VIP Colony Civil Lines Rampur 244901 U P CIN L27109UP1985PLC006998 Email ID pritimercantile gmail com website www pmcfinance in Tel 011 42436847 POSTAL BALLOT FORM Please read the instructions printed overleaf carefully before completing this form Serial No 1 Name and Registered Address of the sole first named shareholder 2 Name s of Joint Holder s if any in block letters 3 Registered Folio No DP ID No Client ID No
10. g The instructions for members for voting electronically are as under a Open the attached PDF file PMC 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 You will not receive this PDF file if you are already registered with NSDL for e voting b Open the internet browser and type the following URL https www evoting nsdl com c Click on Shareholder Login d Ifyou are already registered with NSDL for e voting then you can use your existing user ID and password e If you are logging in for the first time please enter the user ID and password provided in the attached PDF file as initial password f The Password Change Menu will appear on your screen Change to a new password 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 g Once the e voting home page opens click on e voting gt Active Voting Cycles h Select EVEN E Voting Event Number of PMC Fincorp Limited 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 Upon confirmation the message Vote cast successfully will be displayed k Once the vote on the resolution is cast the Member shall not be allowed to c
11. hange it subsequently 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 to ashugupta cs gmail com or pritimercantile gmail com with a copy marked to evoting nsdl co in Itis strongly recommended not to share your Password with any other person and take utmost care to keep your Password confidential Please note that login to e Voting website will be disabled upon five unsuccessful attempts to key in the correct password In such an event you will need to go through Forgot Password option available on the site to re set the same tmay be noted that shareholders can opt for only one mode of voting i e either by Physical Ballot or e Voting In case of receipt of vote by both the modes voting done through e Voting shall prevail and voting done by Physical Ballot shall be treated as invalid Incase 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 www evoting nsdl com or contact NSDL by email at evoting nsdl co in or call on 1800 222 990 Please note that you can use this login exclusively for voting on the Resolution
12. he same way Incomplete unsigned or incorrect Postal Ballot Forms will be rejected The Scrutinizer s decision on the validity of a Postal Ballot will be final and binding In compliance with the provisions of Section 110 of the Companies Act 2013 read with Rules made there under and Clause 35B of the Listing Agreement the Company is offering e voting facility to all the Members of the Company to send their assent or dissent in respect of the Resolutions through Postal Ballot e voting contained in Notice dated 09th July 2015 Kindly note that the shareholders can opt for only one mode of voting i e either by physical Postal Ballot or e voting 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 both physical Postal Ballot and e voting then voting done through e voting shall prevail and voting done by postal ballot will be treated as invalid Please note instructions for e voting has been mentioned in pages ahead which shall be followed by Members while voting
13. o pass through postal ballot the following resolution as an Ordinary Resolution RESOLVED THAT in accordance with Section 63 and other applicable provisions of the Companies Act 2013 read with Rule 14 of the Companies Share Capital amp Debentures Rules 2014 including any statutory modifications or re enactment thereof for the time being in force and subject to the regulations and guidelines issued by the Securities and Exchange Board of India SEBI including the provisions under Chapter IX of the Securities and Exchange Board of India Issue of Capital and Disclosure Requirements Regulations 2009 as amended from time to time and applicable regulatory authorities as may be required and pursuant to the relevant provisions of Articles of Association of the Company and the recommendation of the Board of Directors of the Company hereinafter referred to as the Board which expression shall be deemed to include a Committee of Directors duly authorized by the Board in this behalf and subject to such permissions sanctions and approvals as may be necessary in this regard consent of the Members be and is hereby accorded to the Board for capitalization of Rs 243 280 600 Rupees Twenty Four Crores Thirty Two Lakhs Eighty Thousand Six Hundred Only standing to the credit of the securities premium free reserves and surplus of the Company as may be considered necessary by the Board for the purpose of issuance of bonus Equity Shares of Rs 243 2
14. ociation 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 13 61 and other applicable provisions if any of the Companies Act 2013 read with the Companies Share Capital and Debentures Rules 2014 framed there under including any statutory modification s or re enactment thereof for the time being in force Clause V of the Memorandum of Association of the Company be and is hereby altered by substituting the following V The Authorised Share Capital of the Company is Rs 500 000 000 Rupees Fifty Crores Only which shall consist of 500 000 000 Fifty Crores Equity Shares of Rs 1 Rupee One each The Company has power from time to time to increase or reduce its capital and to divide the shares in the capital for the time being into other classes and to attach thereto respectively such preferential deferred qualified or other special rights privileges conditions or restrictions as may be determined by or in accordance with the Articles of Association of the Company and to vary modify or abrogate any such rights privileges conditions or restrictions in such manner for the time being be permitted by the Articles of Association of the Company or the legislative provisions for the time being in force in that behalf Item No 3 Approval for the Issue of Bonus Shares To consider and if thought fit t
15. s passed if the number of votes cast in favour of the Special Resolution is not less than three times the number of votes cast against the Special Resolution Relevant documents referred to in the accompanying notice are open for inspection by the Members at the Registered Office of the Company on all working days except Saturday and Sunday Between 10 00 am to 5 00 p m up to the date of declaration of results The Registered Office of the Company is located at B 10 VIP Colony Rampur 244901 Uttar Pradesh Shareholders are requested to carefully read the instructions printed behind the Postal Ballot Form before exercising their vote VOTING THROUGH ELECTRONIC MEANS ale In compliance with provisions of Section 108 110 of the Companies Act read with the Rules and Clause 35B of the Equity Listing Agreement the Company is pleased to offer e voting facility for its members to enable them to cast their votes electronically Members have option to vote either through e voting or through the physical Postal Ballot Form If a member has opted for e voting then he she should not vote by physical Postal Ballot also and vice versa However in case members cast their vote both via physical Postal Ballot and e voting then voting through e voting shall prevail and voting done by Postal Ballot shall be treated as invalid For this purpose the Company has signed an agreement with the National Securities Depository Limited NSDL for facilitating e votin
16. s placed by the companies of which you are a shareholder Please note that if you have opened 3 in 1 account with ICICI Group i e bank account and demat account with ICICI Bank Limited and trading account with ICICI Securities Limited you can access e Voting website of NSDL through their website viz www icicidirect com for the purpose of casting your votes electronically by using your existing user ID and password used for accessing the website www icicidirect com Please note that in case you are not able to login through the ICICI direct website you can also access the e Voting system of NSDL by using your existing user ID and password for the e Voting system of NSDL The voting period begins on Wednesday 15th July 2015 9 a m and ends on Wednesday 12th August 2015 6 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 record date of Friday 3rd July 2015 may cast their vote electronically The e voting module shall be disabled by NSDL for voting thereafter EXPLANATORY STATEMENT PURSUANT TO SECTION 102 1 OF THE COMPANIES ACT 2013 Item No 1 amp 2 The equity shares of your Company are listed and actively traded on BSE Limited The present Authorised Share Capital of the Company is Rs 250 000 000 Rupees Twenty Five Crores Only divided into 250 000 000 Twenty Five Crores Equity Shares of Re 1 Rupee One each The
17. thereto or otherwise reconsider the matter within changed circumstances if any as it may at its discretion deem necessary or desirable for such purpose and delegate all or any of the powers as conferred by this resolution on it to any Committee or Sub Committee of Directors of the Company to give effect to the aforesaid resolutions By Order of the Board of Directors For PMC FINCORP LIMITED Place New Delhi Raj Kumar Modi Date 9th July 2015 Managing Director DIN 01274171 S 353 IIND FLOOR GREATER KAILASH I NEW DELHI 110048 NOTES 1 Explanatory Statement and reasons for the proposed Resolutions stated hereinabove pursuant to Section 102 1 of the Companies Act 2013 the Act read with the Companies Management and Administration Rules 2014 2 The Board of Directors at its meeting held on 9th July 2015 has appointed Ms Ashu Gupta Proprietor of M s Ashu Gupta amp Co Practicing Company Secretaries as Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner 3 The Notice is being sent to all the Members whose names appear in the Register of Members as on 03rd July 2015 4 Voting rights shall be reckoned on the paid up value of the shares registered in the names of the Shareholders as on 03rd July 2015 5 Resolutions passed by the members through Postal Ballot are deemed to have been passed effectively at a general meeting of the members The Special Resolution shall be declared a
18. ts RESOLVED FURTHER THAT no allotment letters shall be issued to the allottees of the bonus shares and that the Certificate s in respect of the bonus shares shall be issued and thereafter dispatched to the allottees thereof within the period prescribed from time to time except in respect to those allottees holding shares in dematerialized form whose shares shall be credited to their respective demat accounts RESOLVED FURTHER THAT the allotment of the bonus equity shares as aforesaid to the extent they relate to the non resident members of the Company shall be subject to such approval if any of the Reserve Bank of India under the Foreign Exchange Management Act 1999 and Regulations thereunder as amended from time to time as may be necessary RESOLVED FURTHER THAT the Board be and is hereby authorized to apply for Listing of Bonus Shares to the Stock Exchanges where the shares of the Company are listed and to make necessary application with the National Securities Depository Ltd NSDL and Central Depository Services India Ltd CDSL for crediting the Bonus Shares to the individual Depository accounts of the allottees RESOLVED FURTHER THAT for the purposes of giving effect to the aforesaid resolutions the Board be and is hereby authorized to do all such acts deeds matters and things and to give such directions from time to time as may be necessary expedient usual or proper and to settle any question or doubt that may arise in relation
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