?mami paper mills limited
Contents
1. of relevant Board Resolution Authority letter together with attested specimen signatures of the duly authorized signatory ies authorized to vote to the Scrutiniser through e mail at droliapravin yahoo co in ix 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 communication s regarding NSDL e Voting system in future B Instructions for e Voting for Shareholders other than in A above i Initial User Id and Password are provided at the bottom of the Postal Ballot Form sent to you by post Please follow the steps ii to vii above to cast your vote through e Voting Any query relating to the voting through Postal Ballot including voting by electronic means should be addressed to Mr Arun Kumar Thirani Company Secretary ABC India Limited Kedar Road Guwahati 781001 Assam e mail akthirani abcindia com Statement pursuant to Section 102 of the Companies Act 2013 Item No 1 Under Section 180 1 c of the Companies Act 2013 the Board of Directors of a Company cannot except with the consent of the Company by Special Resolution borrow money where the money to be borrowed together with the money already borrowed by the Company will exceed aggregate of its paid up Share Capital and free reserves apart from temporary loans obtained from the Company s bankers in the ordinary course of business Taking into consideration the requirement of borrowed fu2. provided at the bottom of the Postal Ballot Form sent to you by email ii On the first login you will need to change the password In case you have earlier logged in at www evoting nsdl com for exercising your votes in respect of postal ballot of any other company and you have already changed your password please use the changed password It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential iv On successful login you have to select the EVEN E Voting Event Number given on the Postal Ballot Form for casting your vote v Cast your vote by selecting the appropriate option and click on submit and also confirm when prompted Upon confirmation the message vote cast successfully will be displayed Once you have voted on the Resolution you will not be allowed to modify your vote vi The e Voting period commences on Saturday 23rd August 2014 at 10 A M and closes at 6 P M on Monday 22nd September 2014 The e Voting module will be disabled thereafter by NSDL vii In case of any queries you may refer to the frequently asked questions FAQ for Shareholders and e Voting user manual for Shareholders available at the downloads section of www evoting nsdl com or contact NSDL on their Telephone no 022 24994600 viii Institutional Shareholders i e those other than individuals HUFs etc are requested to send scanned copies PDF JPEG Format
3. 1 2 10 A Statement as required under section 102 the Companies Act 2013 in respect of the business specified above is annexed As per Section 110 1 of the Companies Act 2013 read with Rule 22 of the Companies Management and Administration Rules 2014 the items of business set out in the attached Notice is proposed to be passed by Postal Ballot The items of business may be transacted also through electronic voting system and the company is providing facility for voting by electronic means as specified more fully in clauses 17 amp 18 hereunder The Board has appointed Mr Pravin Kumar Drolia Practising Company Secretary as the Scrutiniser for conducting the Postal Ballot voting process in accordance with law in a fair and transparent manner Shareholders can exercise their voting rights either by using the attached Postal Ballot Form or through electronic means No other form or photocopy of the attached Form will be permitted The physical Postal Ballot Form duly completed signed and sealed should be returned in the enclosed self addressed postage paid envelope directly to the Scrutinizer so as to reach him before 6 P M on 22nd September 2014 Since response received from any Shareholder after 6 P M on 22nd September 2014 shall be treated as if no response has been received from him Shareholders are requested to send the duly completed Postal Ballot Form well before this date allowing sufficient time for postal transit Enve
4. 3 b 13 3 b 14 3 b 15 3 b 16 3 b 17 3 b 18 3 b 19 3 b 20 3 b 21 3 b 22 3 b 23 3 b 24 3 b 25 3 b 26 3 b 27 3 b 28 3 b 29 3 b 30 3 b 31 3 b 32 3 b 33 3 b 39 3 b 40 3 b 35 and 3 b 36 vi Following new clauses be inserted under the consequent paragraph a The objects to be pursued by the company on its incorporation are as follows 3 To carry on in India or elsewhere either solely or jointly with one or more company firm person Government local or other bodies the business to design construct reconstruct build rebuild fabricate erect acquire establish develop alter convert improve equip dismantle pull down repair maintain search survey examine inspect locate grout dig excavate pour renovate remodel undertake contribute assist and to act as civil engineer architectural engineer erection contractor engineering procurement amp commissioning EPC contractor interior decorator consultant advisor agent broker supervisor administrator contractor sub contractor turnkey contractor and manager of all types of constructions and developmental work in all its branches such as roads high ways culverts dams bridges railways tramways water tanks reservoirs canals wharves warehouses factories sheds
5. ABC INDIA LIMITED CIN L60231AS1972PLC001393 Registered Office Kedar Road Guwahati 781001 Assam Phone 0361 2307127 Fax 0361 2305823 Email vrmd abcindia com Website www abcindia com NOTICE OF POSTAL BALLOT Dear Shareholder s NOTICE is hereby given in accordance with Section 110 of the Companies Act 2013 read with Rule 20 and 22 of the Companies Management and Administration Rules 2014 that the Company proposes to pass Resolutions as per draft thereof given below through Postal Ballot To consider and if thought fit to pass with or without modification s the following Resolutions as Special Resolutions 1 RESOLVED THAT in supersession of any earlier resolutions passed in this behalf and pursuant to Section 180 1 c and all other applicable provisions of the Companies Act 2013 consent of the Company be and is hereby accorded to the Board of Directors of the Company or any Committee thereof to borrow from time to time all such sums of money as it may deem requisite for the purposes of the business of the Company notwithstanding that the money to be borrowed together with the moneys already borrowed by the Company apart from temporary loans obtained from the Company s bankers in the ordinary course of business exceed the aggregate of the Company s paid up capital and free reserves provided that the aggregate of the sums so borrowed shall not exceed Rs 75 Crores Rupees Seventy Five Crores only at any one poi
6. al by the members as Special Resolution By Order of the Board Place Kolkata A K Thirani Date the 11th day of August 2014 Company Secretary Postal Ballot Form ABC INDIA LIMITED CIN L60231AS1972PLC001393 Registered Office Kedar Road Guwahati 781 001 Assam Phone 0361 2307127 Fax 0361 2305823 Website www abcindia com Email vrmd abcindia com Name of Member s Registered Address I We herby exercise my our votes in respect of the Special Resolutions to be passed through Postal Ballot for the business stated in the Notice dated the 11 day of August 2014 of the Company by sending my our assent of dissent to the said Resolution by placing the tick V mark in the appropriate box below Item Type of Number of I We assent to I We dissent to No Description Resolution shares the Resolution the Resolution For Against 1 Special Resolution under Section 180 1 c of the Companies Act 2013 for Special consent to borrowing limits not to exceed Rs 75 Crore Rs Seventy Five Resolution Crore 2 Special Resolution under Section 180 1 a of the Companies Act 2013 for Special creation of charges on the properties of the Company in respect of Resolution borrowings in terms of resolution 1 above and to sell lease or otherwise dispose of whole or substantially the whole of undertakings of the company 3 Special Resolution under Section 13 of the Companies Act 2013 for Specia
7. buildings structures super structures enabling works foundations boundary walls drainage and sewage works pipeline works water distribution works foundation works flyovers airports runways rock drilling aqueducts stadiums hydraulic units multistories colonies complexes and housing projects 8 To carry on the business of providing E Commerce Services either directly or to other E Commerce Service Provider s for all processes sub processes transactions activities or other work in any business or service within India and across the world 9 To develop any landed or built up property properties by laying out constructing repairing altering pulling down decorating maintaining furnishing or improving or any such activities with a purpose to let out from time to time by way of lease or otherwise disposing by outright sale and for such transactions entering into lease sale purchase or development arrangements of all kinds relating to such property or properties vii Following new clauses be inserted under the consequent paragraph b Matters which are necessary for furtherance of the objects specified in clause 3 a are as follows 37 To make alterations in the Memorandum amp Articles of the Company subject to and in accordance with the Companies Act 2013 or other laws for the time being in force 38 To indemnify members officers directors and servants of the Company or persons otherwise concerned wi
8. cindia com along with Scrutiniser s Report The resolutions where assented to by the requisite majority of the shareholders by means of postal ballot which shall also include the results of e Voting shall be deemed to have been duly passed at a general meeting convened in that behalf on the date of the announcement of the result as aforesaid on 25th September 2014 The Scrutiniser s decision on the validity of a completed Postal Ballot Form shall be final The Company is also providing the facility of casting votes through electronic voting system e Voting under the arrangement with The National Securities Depository Limited NSDL and will also consider votes cast through the e Voting system while declaring the results of the Postal Ballot For those Shareholders opting for e Voting the process and manner of e Voting will be as follows A _ Instructions for e Voting for Shareholders receiving email from NSDL i Read the e mail and open the attached PDF file giving your Client Id in case shares held in demat form and Folio No in case shares held in physical mode as default password The attachment contains your User Id and Password for e Voting Please note that password is an initial password ii Launch the Internet Browser by loging in http Awww evoting nsdl com on the address bar The home screen will be displayed select the Shareholder login name Enter the login details viz User Id and password as are
9. d manner and with such ranking and at such time and on such terms as the Board may determine from time to time to secure the sum of moneys borrowed or to be borrowed aggregating up to Rs 75 Crores Rupees Seventy Five Crores only by the Company from Banks financial institutions and other lenders Besides it is also to obtain the consent of the Company to sell lease or otherwise dispose of the whole or substantially the whole of the undertaking of the Company or where the Company owns more than one undertaking of the whole or substantially the whole of any of such undertaking No Director or Key Managerial Personnel or their relatives are in any way concerned or interested in the proposed Resolution As per the Proviso to Section 102 2 of the Companies Act 2013 it is clarified that the proposed Special Resolutions do not relate to or affect any other company The Directors recommend the aforesaid resolution for approval by the members as Special Resolution Item No 3 The Special Resolution proposed under item 3 of the attached Notice is for following purposes a The clauses i amp ii are for realigning the style and wordings for objects clause in the Memorandum of Association as prescribed in Table A of Schedule to the Companies Act 2013 b The clause iii is for deletion of the heading for Other Objects in the Memorandum of Association in compliance with the Companies Act 2013 c The clause iv is for shifting of existing sub c
10. ers as Special Resolution Item No 4 The Special Resolution proposed under item 4 of the attached Notice is for altering the wordings of the liability clause of its Memorandum of Association to comply with the provisions of the Companies Act 2013 including Table A of Schedule to the Companies Act 2013 Consent of the company by Special Resolution is required in this regard No Director or Key Managerial Personnel or their relatives are in any way concerned or interested in the proposed Resolution As per the Proviso to Section 102 2 of the Companies Act 2013 it is clarified that the proposed Special Resolutions do not relate to or affect any other company The Directors recommend the aforesaid resolution for approval by the members as Special Resolution Item No 5 The Special Resolution proposed under item 5 of the attached Notice is for altering the wordings of the capital clause of its Memorandum of Association to comply with the provisions of the Companies Act 2013 including Table A of Schedule to the Companies Act 2013 Consent of the company by Special Resolution is required in this regard No Director or Key Managerial Personnel or their relatives are in any way concerned or interested in the proposed Resolution As per the Proviso to Section 102 2 of the Companies Act 2013 it is clarified that the proposed Special Resolutions do not relate to or affect any other company The Directors recommend the aforesaid resolution for approv
11. horised Signatory Voting shall be reckoned in relation to a Shareholder s holding of the Paid up Equity Share Capital of the Company as at close of business on 8th August 2014 11 12 13 14 15 16 17 18 In case of shares held by companies trusts societies etc the duly completed Postal Ballot Form should be accompanied by a Certified Copy of Board Resolution Authority and preferably with the attested specimen signature s of the duly Authorised Signatory ies giving the requisite authority to the person voting on the Postal Ballot Form Shareholders are requested not to send any document other than the Resolution Authority as mentioned in item no 8 and 11 above along with the completed Postal Ballot Form inside the enclosed self addressed pre paid envelope as all such envelopes without opening will be sent to the Scrutiniser If any extraneous matter be found in any such envelope the same will not be considered and would be destroyed by the Scrutiniser There will be only one Postal Ballot Form for each Folio Client Id Exercise of vote through Postal Ballot is not permitted through proxy Incomplete improperly or incorrectly tick marked Postal Ballot Form will be rejected The Scrutiniser will submit his Report to the Company after completion of scrutiny of Postal Ballot Forms The result of the Postal Ballot will be announced on 25th September 2014 The results will be hosted on the website of the Company www ab
12. l alteration of object clause of the memorandum of association of the Resolution Company 4 Special Resolution under Section 13 of the Companies Act 2013 for Special alteration of the liability clause of the memorandum of association of the Resolution Company 5 Special Resolution under Section 13 of the Companies Act 2013 for Special alteration of the capital clause of the memorandum of association of the Resolution company Place Date Signature of the Shareholder s E voting Particulars 1 2 3 4 5 INSTRTUCTIONS TO POSTAL BALLOT FORM A shareholder desiring to exercise his vote by Postal Ballot may complete this Postal Ballot Form and send it to the Scrutinizer in the attached self addressed envelope Postage will be borne and paid by the Company However envelops containing Postal Ballot Form will also be accepted if physical copy thereof duly sealed inside the attached postage pre paid envelopes are sent by any mode at the expense of the shareholder Shareholder opting for e Voting should not cast his vote through physical Postal Ballot Form and vice versa If a shareholder casted his her vote through physical Postal Ballot Form as well as via e Voting vote casted through e Voting will be considered valid The self addressed envelope bears the address of the Scrutinizer appointed by the Board and the Postal Ballot after casting of vote should be sent as per instr
13. lause 3 of the Main objects stating To acquire permits for plying lorries buses cars boats and steamers and other services with a view to run buses lorries or other services as the case may be on any routes in India which is primarily of a nature of business incidental and ancillary to the attainment of main objects as sub clause 34 under Matters which are necessary for furtherance of the objects specified in clause 3 a appropriate for this purpose d The clause v is for appropriate renumbering and rearrangement of remaining object clauses to arrange them similarly and to enable insertion of new object clauses as per clause vi and vii of proposed Special Resolution e The clause vi is for insertion of three new clauses which are self explanatory in nature of main objects relating to new businesses expected to be done by the company f The clause vii is for insertion of two new clauses which are self explanatory in nature of matters necessary for furtherance of main objects of the company Consent of the company by Special Resolution is required in this regard No Director or Key Managerial Personnel or their relatives are in any way concerned or interested in the proposed Resolution As per the Proviso to Section 102 2 of the Companies Act 2013 it is clarified that the proposed Special Resolutions do not relate to or affect any other company The Directors recommend the aforesaid resolution for approval by the memb
14. lopes containing the Postal Ballot Form will also be accepted if physical copy thereof duly sealed inside the attached postage pre paid envelopes are sent by any mode at the expense of the Shareholder The attached self addressed envelope is addressed to the Scrutiniser and the postal ballot after casting of vote should be put inside the same and the envelope duly sealed The Notice for the Postal Ballot will also be available on the Company s website http www abcindia com and the website of The National Securities Depository Limited NSDL at http www evoting nsdl com The physical Postal Ballot Form should be signed by the Shareholder as per the specimen signature registered with the Company In case shares are jointly held this Form should be completed and signed by the first named Shareholder and in his her absence by the next named Shareholder Holders of Power of Attorney PoA on behalf of a Shareholder may vote on the Postal Ballot mentioning the Registration No of the PoA registered with the Company or attach notarially attested copy of the PoA Unsigned Postal Ballot Forms will be rejected Shareholders holding shares in dematerialised form are advised in their own interest to get their signatures verified by their Bankers Depositary Participants DPs The signature should be verified by their Bankers DPs by affixing a rubber stamp seal mentioning name and address of the Banker DP and name stamp and signature of the Aut
15. mpany relating to the objects of the Company be altered as follows i The paragraphs The objects for which the Company is established are A Main objects to be pursued on incorporation be substituted by the paragraph a The objects to be pursued by the company on its incorporation are ii The paragraph B Objects incidental or ancillary to the attainment of main objects be substituted by the paragraph b Matters which are necessary for furtherance of the objects specified in clause 3 a are iii The words letters and punctuation marks C Other Objects be completely deleted iv The consequent clause 3 a 3 stating To acquire permits for plying lorries buses cars boats and steamers and other services with a view to run buses lorries or other services as the case may be on any routes in India be renumbered and rearranged as clause 3 b 34 v The consequent clause numbers 3 b 8 3 b 9 3 b 10 3 b 11 3 b 12 3 b 13 3 b 14 3 b 15 3 b 16 3 b 17 3 b 18 3 b 19 3 b 20 3 0 21 3 b 22 3 O 23 3 24 3 b 25 3 b 26 3 b 27 3 by 28 B b 28 a 3 b 28 by 3 b 29 3 by 30 3 o 31 3 b 32 and 3 b 33 be respectively renumbered amp rearranged as clause numbers 3 b 10 3 b 11 3 b 12
16. nds by the Company the consent of the Company is being sought in accordance with the provisions of section 180 1 c of the Companies Act 2013 to borrow money where the money to be borrowed together with the money already borrowed by the Company will exceed aggregate of its paid up Share Capital and free reserves apart from temporary loans obtained from the Company s bankers in the ordinary course of business provided that the amount so borrowed shall not at any time exceed Rs 75 00 000 Rupees Seventy Five Crores only No Director or Key Managerial Personnel or their relatives are in any way concerned or interested in the proposed Resolution As per the Proviso to Section 102 2 of the Companies Act 2013 it is clarified that the proposed Special Resolutions do not relate to or affect any other company The Directors recommend the aforesaid resolution for approval by the members as Special Resolution Item No 2 The Special Resolution proposed under Item 2 of the attached Notice is primarily an enabling one and is intended to obtain the consent of the Company by Special Resolution under Section 180 1 a of the Companies Act 2013 to charge all or any of the properties of the Company present and future and or on the whole or part of the undertaking s of the Company by way of pledge hypothecation mortgage creation of lien or otherwise encumber in the same in addition to the charge s already created to be created by the Company in such form an
17. nt of time RESOLVED THAT in supersession of any earlier resolutions passed in this behalf and pursuant to Section 180 1 a and all other applicable provisions of the Companies Act 2013 consent of the Company be and is hereby accorded to the Board of Directors of the Company or any Committee thereof the Board to create security upon to charge all or any of the properties of the Company present and future and or on the whole or part of the undertaking s of the Company by way of pledge hypothecation mortgage creation of lien or otherwise encumber in the same in addition to the charge s already created to be created by the Company in such form and manner and with such ranking and at such time and on such terms as the Board may determine from time to time to secure the sum of moneys borrowed or to be borrowed aggregating up to Rs 75 Crores Rupees Seventy Five Crores only by the Company from Banks financial institutions and other lenders and to sell lease or otherwise dispose of the whole or substantially the whole of the undertaking of the Company or where the Company owns more than one undertaking of the whole or substantially the whole of any one of such undertaking RESOLVED THAT pursuant to the provisions of Section 13 and all other applicable provisions if any of the Companies Act 2013 and subject to necessary approval s if any by competent authority the existing clause 3 of the Memorandum of Association of the Co
18. th the Company against proceedings costs damages claims and demands in respect of anything done or ordered to be done by them for and in interest of the Company for any damages or loss or misfortune whatever which shall happen in execution of the duties of their office in relation thereof 4 RESOLVED THAT pursuant to the provisions of Section 13 and all other applicable provisions if any of the Companies Act 2013 and subject to necessary approval s if any by competent authority the clause 4 of the Memorandum of Association of the Company relating to the liability of the members be and is hereby altered by replacing the existing clause 4 with the following new clause 4 4 The liability of the member s is limited and this liability is limited to the amount unpaid if any on the shares held by them 5 RESOLVED THAT pursuant to the provisions of Section 13 and all other applicable provisions if any of the Companies Act 2013 and subject to necessary approval s if any by competent authority the clause 5 of the Memorandum of Association of the Company relating to the capital of the company be and is hereby altered by replacing the existing clause 5 with the following new clause 5 5 The share capital of the company is ten crore rupees divided into one crore equity shares of ten rupees each By Order of the Board Place Kolkata A K Thirani Date the 11th day of August 2014 Company Secretary NOTES AND INSTRUCTIONS
19. uctions mentioned in the Notice enclosed A shareholder need not use all his her votes nor he she needs to cast all his her votes in the same way 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 date specified for the purpose in the Notes and Instructions to the attached Notice Shareholders are requested not to send any other document other than Resolution Authority along with the complete Postal Ballot Form inside the enclosed self addressed postage prepaid envelope as all such envelopes without opening will be sent to the Scrutinizer Should any extraneous matter be found in any such envelope the same will not be considered and would be destroyed by the Scrutinizer
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