Final Notice - Punj Lloyd Group
Contents
1. Punj Lloyd PUNJ LLOYD LIMITED CIN L74899DL1988PLC03331 4 Regd Office Lloyd House 17 18 Nehru Place New Delhi 110 019 Website www punjlloyd com Email info punjlloyd com Tel 91 124 262 0123 Fax 91 124 262 0111 NOTICE Notice is hereby given that an Extra Ordinary General Meeting of the members of Punj Lloyd Limited will be held on Saturday the 30th day of May 2015 at 10 30 A M at Epicentre Apparel House Sector 44 Gurgaon 122002 Haryana to transact the following Special Business To consider and if thought fit to pass with or without modification s the following resolution as a Special Resolution RESOLVED THAT pursuant to Section 62 3 and other applicable provisions if any of the Companies Act 2013 and subject to all such approvals permissions or sanctions as may be necessary and subject to such condition s and modification s as may be prescribed or imposed while granting such approvals permissions or sanctions which may be agreed by the Board of Directors of the Company hereinafter referred to as the Board which expression shall be deemed to include any Committee duly constituted to be constituted by the Board to exercise its powers including the powers conferred by this resolution the consent of the Company be and is hereby accorded to the Board in respect of the financial assistance to be availed from various banks and financial institutions hereinafter collectively referred to2. as the Lenders from time to time in the nature of term loan assistance each such assistance being separate and distinct from the other however all such term loan assistance s aggregate to a sum not exceeding Rs 1500 Crores Rupees One Thousand and Five Hundred Crores only hereinafter collectively referred to as the Facility such that in the event of default as mentioned under the financial documents to be executed for availing the Facility some of the Lenders at their option may be able to convert their outstanding Facility to equity shares in the Company upon such terms and conditions as may be deemed appropriate by the Board and at a price to be determined in accordance with the applicable SEBI Regulations at the time of such conversion RESOLVED FURTHER THAT on receipt of notice of conversion the Board be and is hereby authorised to do all such acts deeds and things as the Board may think necessary and shall allot and issue requisite number of fully paid up equity shares in the Company to such Lenders RESOLVED FURTHER THAT the equity shares to be allotted and issued to such Lenders pursuant to its exercising the right of conversion shall rank pari passu in all respects with the then existing equity shares in the Company and be listed on the stock exchange s where the existing shares of the Company are listed RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts deeds a
3. the Attendance Slip and Proxy Form is being sent by electronic mode to all members whose email addresses are registered with the Registrar amp Share Transfer Agent of the Company Depository Participant s unless a member has requested for a hard copy of the same Members may also note that the Notice of the Extra Ordinary General Meeting will also be available on the Company s website www punjlloyd com for their download The physical copies of the documents if any referred to in the notice will be available at the Company s Registered Office for inspection during 11 00 A M to 1 00 P M on all working days up to the date of the Extra Ordinary General Meeting Even after registering for e communication members are entitled to receive such communication in physical form upon making a request for the same by post free of cost For any communication he shareholders may also send requests to the Company s investor email id investors punjlloyd com Remote E voting n compliance with provisions of Section 108 of the Companies Act 2013 and Rule 20 of the Companies Management and Administration Rules 2014 as amended up to date the Company is pleased to provide its members facility exercise their right to vote at the Extra Ordinary General Meeting on he item mentioned in the notice by electronic means through remote e voting services provided by M s National Securities Depository Limited NSDL The facility for v
4. 02 OF THE COMPANIES ACT 2013 TO THE AFORESAID RESOLUTION To support the growth plans your Company has approached various banks and financial institutions hereinafter collectively referred to as the Lenders for obtaining financial assistance s from time to time in the nature of term loan each such assistance s being separate and distinct from the other aggregating a sum not exceeding Rs 1500 Crores Rupees One Thousand Five Hundred crores only hereinafter referred to as the Facility One of the terms and conditions of the sanction of some of the Lenders for extending the above facility is that in the event of default such Lender s may convert their respective outstanding loan amount under the Facility into equity shares of the Company upon such terms and conditions as may be deemed appropriate by the Board and at a price to be determined in accordance with the applicable SEBI Regulations at the time of such conversion The proposed resolution is an enabling resolution under the provisions of Section 62 3 and other applicable provisions of the Companies Act 2013 that in the event of default as may be specified by Lenders under the financing documents executed or to be executed in respect of the Facility such Lenders may be entitled at their option to convert the entire or part of their respective outstanding loan under the Facility into equity shares of the Company in accordance with the applicable laws as is may b
5. and on my our behalf at the Extra Ordinary General Meeting of the Company to be held on Saturday the 30th day of May 2015 At 10 30 A M at Epicentre Apparel House Sector 44 Gurgaon 122002 Haryana and at any adjournment thereof in respect Special Resolution indicated below Resolution No For Against Conversion of Debt Loan into Equity Shares Sioned 1 Signature of Proxy holder s 2 Signature of Proxy holder s 3 Signature of Proxy holder s 4 Signature of Shareholder Notes 1 Please put a X in the Box in the appropriate column against the resolution If you leave the For or Against column blank against the resolution your Proxy will be entitled to vote in the manner as he she thinks appropriate 2 This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the Extra Ordinary General Meeting 3 Also please refer to Note No 1 of the Notice convening the Extra Ordinary General Meeting ROUTE MAP TO THE VENUE OF EGM IFFCO CHOWK TO JAIPUR TO DHAULA KUAN FORTIS HOSPITAL EPICENTRE WESTIN HOTEL
6. e prescribed by appropriate regulatory authority This option of conversion will be available to such Lender s only when this special resolution is passed prior to any drawdown from such Lender under the Facility Hence this enabling resolution The Board recommends the resolution for approval of the members as a Special Resolution None of the Directors and Key Managerial Personnel of the Company or their respective relatives are concerned or interested in the passing of this Resolution By Order of the Board of Directors For PUNJ LLOYD LIMITED Dinesh Thairani Group President Legal amp Company Secretary Place Gurgaon Date 29 April 2015 Name of the member s Registered address E mail Id Folio No Client Id DP ID I We being the member s of 1 Name Punj Lloyd Form No MGT 11 Proxy form Pursuant to Section 105 6 of the Companies Act 2013 and Rule 19 3 of the Companies Management and Administration Rules 2014 CIN L74899DL1988PLC033314 Name of the Company PUNJ LLOYD LIMITED Registered Office Punj Lloyd House 17 18 Nehru Place New Delhi 110019 Equity Shares of the above named company hereby appoint Address E mail Id Signature 2 Name Or failing him Address E mail Id Signature Or failing him 3 Address E mail Id Signature as my our proxy to attend and vote on a poll for me us
7. er if you are already registered with NSDL for e voting you can use your existing User ID and Password for casting your votes d After entering the details appropriately click on LOGIN e You will reach the Password change menu wherein you are required to mandatorily change your Password The new Password shall comprise of minimum 8 characters with at least one upper case A Z one lower case a z one numeric value 0 9 and a special character etc The system will prompt you to change your Password It is strongly recommended not to share your Password with any other person and take utmost care to keep your Password confidential for casting your vote a secure manner f You need to login again with the new credentials g On successlul login the system will prompt you to select the EVEN i e Punj Lloyd Limited h On the voting page the number of Equity Shares which represents the number of votes as held by the member as on the Cut off Date will appear i If you desire to cast all the votes assenting dissenting to the resolution then enter all Equity Shares and click FOR AGAINST as the case may be or partially in FOR and partially in AGAINST but the total number in FOR AGAINST taken together should not exceed your total shareholding as on the cutoff date You may also choose the option ABSTAIN and the Equity Shares held will not be counted under either head j Members holding mu
8. is given to the Company Corporate Members intending to send their authorised representative to attend the meeting are requested to send a certified true copy of the Board Resolution authorising their representative to attend and vote on their behalf at the meeting otice is being sent to all the Members whose names appear in the Register of lembers as on 24th April 2015 The notice of the meeting is also displayed posted on the website of the Company www punjlloyd com lembers holding Equity Shares in physical form are requested to notify any change in their address to the Registrar amp Share Transfer Agents of the Company M s Karvy Computershare Private Limited Karvy Selenium Tower B Plot 31 32 Gachibowli Financial District Nanakramguda Hyderabad 500 032 and lembers holding Equity Shares in dematerialised form are requested to contact their respective Depository Participants for updation of their addresses email id bank account details if any Members who hold shares in dematerialised form are requested to write their Client D and DP ID numbers and those who hold shares in physical form are requested to write their Folio Number on the Attendance Slip for attending the Meeting A Statement pursuant to Section 102 1 of the Companies Act 2013 relating to Special Business to be transacted at the meeting is annexed hereto The Notice of the Extra Ordinary General Meeting containing the instructions for remote e voting along with
9. izer to scrutinize the e voting process in a fair and transparent manner p The Scrutinizer shall immediately after the conclusion at the EGM first count the votes cast at the meeting thereafter unblock the votes cast through remote e voting in the presence of at least two 2 witnesses not in 11 12 the employment of the Company and make within 48 hours of conclusion of the a consolidated Scrutinizer s Report of the total votes cast in favour or against if any to the Chairman or a person authorised by him in writing who shall countersign the same The Chairman or a person authorised by him in writing shall declare the result of the voting forthwith q The manner in which members have cast their votes that is affirming or negating the resolution shall remain secret and not available to the Chairman Scrutinizer or any other person till the votes are cast in the EGM However for the purpose of ensuring that members who have cast their votes through remote e voting do not vote again at the EGM the scrutinizer shall have access after the closure of period for remote e voting and before the start of EGM details relating to members such as their names Folio Nos DP ID Client ID number of shares held and such other information that the scrutinizer may require who have cast votes through remote e voting but not the manner in which they have cast their votes r The result of the remote e voting along with the result of
10. ltiple folios demat accounts shall choose the voting process separately for each folio demat account Cast your votes by selecting an appropriate option and click on SUBMIT A confirmation box will be displayed Click OK to confirm else CANCEL to modify Once you confirm you will not be allowed to modify your vote subsequently During the voting period you can login multiple times till you have confirmed that you have voted on the resolution I Corporate Institutional Members 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 authorised signatory ies who are authorised to vote to the Scrutinizer through e mail at ashok kvaca com They may also upload the same in the e voting module in their login The scanned image of the above documents should be in the naming format Corporate Name___EVEN No m The Portal will remain open for voting from 9 00 A M on 27th May 2015 to 5 00 P M on 29th May 2015 n In case of any queries you may refer the Frequently Asked Questions FAQs for shareholders and e voting User Manual available at the download section of https evoting nsdl com or contact National Securities Depository Limited on 1800 222 990 toll free o Mr Ashok Kumar Verma Chartered Accountant Membership No 81700 has been appointed as the Scrutin
11. nd things execute all such documents instruments and writings and give such directions as may be deemed necessary or expedient to give effect to this resolution By Order of the Board of Directors For PUNJ LLOYD LIMITED Dinesh Thairani Group President Legal amp Company Secretary Place Gurgaon Date 29 April 2015 NOTES 1 A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF AND THE PROXY SO APPOINTED NEED NOT BE A MEMBER OF THE COMPANY THE INSTRUMENT APPOINTING PROXY SHOULD HOWEVER BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY AT LEAST FORTY EIGHT HOURS BEFORE THE TIME OF THE MEETING A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS A MEMBER HOLDING MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY 10 APPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON OR MEMBER A Proxy Form is attached to the Notice During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting member would be entitled to inspect the proxies lodged at any time during 9 00 A M to 6 00 P M provided that not less than three days of notice in writing
12. oting by ballot polling paper shall also be made available at the EGM and members attending the EGM who have not already cast their vote by remote e voting shall be able to exercise their right at the EGM The members who have cast their vote by remote e voting prior to the EGM may also attend the EGM but shall not be entitled to cast their vote again Mr Ashok Kumar Verma Chartered Accountant Membership No 81700 has been appointed as the Scrutinizer for conducting the remote e voting process and voting by ballot polling paper at the EGM in a fair and transparent manner Remote e voting is optional The remote e voting shall be open from 27th May 2015 9 00 A M to 29th May 2015 5 00 P M both days inclusive The remote e voting rights of the shareholders beneficiary owners shall be reckoned on the equity shares held by them as on 23rd May 2015 being the Cut off date for the purpose Shareholders of the Company holding shares either in physical or in dematerialized form as on the Cut off date may cast their vote electronically The remote e voting shall not be allowed beyond 5 00 P M on 29th May 2015 Any person who acquires shares of the Company and becomes member of the Company after dispatch of notice and holding shares as of the cut off date i e 23rd May 2015 may obtain the login ID and password by sending an email to evoting nsdl co in by mentioning their Folio No DP ID and Client ID No However if you are already
13. registered with NSDL for remote e voting then you can use your existing user ID and password for casting your vote If you forget your password you can reset your password by using Forget User Details Password option available on www evoting nsdl com or contact NSDL at the following toll free no 1800 222 990 The detailed procedure and instructions for remote e Voting are as follows a Use the following URL for e voting https evoting nsdl com b Incase a Member receives an email from NSDL for members whose e mail IDs are registered with the Registrar amp Share Transfer Agent of the Company Depository Participant s unless he she has requested for a hard copy of he same the User ID and Password is given in the PDF file viz remote e voting pdf attached to the email which is password protected Please open the PDF file as per the instructions given in the email Those Members who are already registered with NSDL for e voting may use their existing User ID and Password In case a Member receives physical copy of the notice for members whose e mail id is not registered with the Registrar amp Share Transfer Agent of the Company Depository Participant s or in case of amember having requested for a hard copy of the same the User ID and Password is provided at the bottom of the Attendance Slip enclosed c Enter the login credentials i e User ID and Password Your Folio No DP ID Client ID will be your User ID Howev
14. the poll conducted at the EGM and the Scrutinizer s Report shall be sent to stock exchanges where the securities of the Company are listed and placed on the Company s website www punjlloyd com and the website of NSDL httos evoting nsdl com within 48 hours of conclusion of the EGM Poll at the Meeting After the item of the notice have been discussed the Chairman will order poll in respect of the item Poll will be conducted under the supervision of the Scrutinizer appointed for remote e voting and poll as stated above A person whose is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut off date and who have not cast their vote by remote e voting and being present in the EGM either personally or through proxy only shall be entitled to vote in the EGM After conclusion of the poll the Chairman may declare the meeting as closed The results of the poll aggregated with the results of remote e voting will be announced by the Company on its website www punjlloyd com within 48 hours of conclusion of the EGM and on the website of NSDL https evoting nsdl com and also informed to the stock exchanges where the securities of the Company are listed within 48 hours of conclusion of the EGM A route map and prominent land mark for easy location to the venue of EGM is given on the back of the proxy form EXPLANATORY STATEMENT PURSUANT TO SECTION 1
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