Notice of Postal Ballot and Postal Ballot Form 2015
Contents
1. 1 2 10 11 12 An explanatory Statement pursuant to Section 102 of the Companies Act 2013 read with Section 110 of the Companies Act 2013 in respect of proposed special business is annexed hereto The Postal Ballot Notice is being sent to all Members whose names appear in the Register of Members Beneficiary Position maintained by the Depositories as on 29 August 2015 Voting rights shall be reckoned on the paid up value of the equity shares registered in the name s of Members as on 29 August 2015 The dispatch of the Postal Ballot Notices will be completed by 5 September 2015 The voting through Postal Ballot e voting will commence on 6 September 2015 and end on 5 October 2015 A Member who has not received the Postal Ballot Form may request the Company for a duplicate form The Postal Ballot Form duplicate Postal Ballot Form duly completed in all respects should reach the Scrutinizer before 5 00 P M on 5 October 2015 The Postal Ballot received after the said date and time will be treated as ifreply from the Member has not been received Resolution passed by the Members through Postal Ballots is deemed to have been passed effectively at a General Meeting of the Members The Special Resolution shall be declared as passed if the number of votes cast in favour of the Resolution is not less than three times the number of votes cast against the Resolution The Board of Directors of the Company has appointe2. CIN L40106DL2010PLC206937 Registered Office S 547 IInd Floor Main Road Shakarpur Delhi 110092 Phone 91 11 22485032 Fax 91 11 22481340 Website www sepower in E mail cs sepower in 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 S E Power Ltd i Now you are ready for e voting as Cast Vote page opens j Cast your vote by selecting appropriate option and click on Submit and also Confirm when prompted k Upon confirmation the message Vote cast successfully will be displayed 1 Once the vote on the resolution is cast the Member shall not be allowed to change it subsequently m 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 sepower scrutinizer gmail com with a copy marke
3. The Scrutinizer s decision on the validity of a Postal Ballot will be final 15 Incomplete unsigned incorrect defaced torn mutilated overwritten Postal Ballot Forms will be rejected 16 There will be one Postal Ballot for every Folio Client ID 17 Member are requested to fill in the Postal Ballot Form in indelible ink and not in any erasable writing mode Voting through electronic means In compliance with provisions of Section 108 and 110 of the Companies Act 2013 and Rules made there under and Clause 35B of the Listing Agreement the Company is pleased to provide Members facility to exercise their right to vote by electronic means and the business may be transacted through e Voting Services provided by M s National Securities Depository Limited NSDL The process and manner in which e Voting is to be carried out is given below 1 Open the attached PDF file SEPOWER 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 2 Open the internet browser and type the following URL https www evoting nsdl com 3 Click on Shareholder Login 4 If you are already registered with NSDL for e voting then you can use your existing user ID and password 5 6 If you are logging in for the first time please enter the use
4. backside of the Postal Ballot Form before exercising their vote In compliance with the provisions of Section 110 of the Companies Act 2013 read with Rule 22 of the Companies Management and Administration Rules 2014 the Company has also extended e voting facility as an alternate for its Members to enable them to cast their votes electronically instead of dispatching Postal Ballot Form The Members have option to vote either through e voting or through the physical Postal Ballot Form If a Member opts for e voting then he she should not vote by Postal Ballot and vice versa However in case Members cast their vote via physical Postal Ballot and e voting then voting through e voting shall prevail and voting done by physical Postal Ballot shall be treated as invalid Procedure and Instructions for E Voting The process and manner in which e Voting is to be carried out is given below a Open the attached PDF file SEPOWER 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 may 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 S E POWER LIMITED
5. the Chairman of the Company or in his absence any person authorized by him on Wednesday 7 October 2015 at 11 a m at the Registered Office of the Company and will be displayed at the Registered Office ofthe Company 10 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 authorizing the signatory to execute and sign the Postal Ballot Form Further where the form has been signed by a representative of the President of India or Governor of State certified copy of the nomination should accompany the Postal Ballot Form 11 Members are requested not to send any other paper along with the Postal Ballot Form in the enclosed self addressed envelope as the envelope will be sent to the Scrutinizer and any extraneous paper found in the envelope would be destroyed by the Scrutinizer Members are also requested not to write anything on the Postal Ballot Form except giving their assent or dissent and affixing their signatures 12 A Member may request for duplicate Postal Ballot Form if so required However the duly filled in and signed duplicate Postal Ballot Form should reach the Scrutinizer not later than the date specified in point no 8 above 13 Postal Ballot Form received by fax will be rejected as if reply from the Member has not been received unless the original Postal Ballot Form is received within prescribed time period 14
6. S E POWER LIMITED CIN L40106DL2010PLC206937 Registered Office S 547 IInd Floor Main Road Shakarpur Delhi 110092 Phone 91 11 22485032 Fax 91 11 22481340 Website www sepower in E mail cs sepower in Dear Members NOTICE OF POSTAL BALLOT Pursuant to Section 110 of the Companies Act 2013 read with the Companies Management and Administration Rules 2014 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 the Members of S E Power Limited hereinafter referred to as the Company to seek approval by way of postal ballot for shifting of the Registered Office of the Company from National Capital Territory of Delhi to the State of Gujarat The Explanatory Statement pursuant to the Section 102 of the Companies Act 2013 setting out the material facts pertaining to the aforesaid proposal is annexed hereto along with the Postal Ballot Form for your consideration The Board of Directors of the Company at its meeting held on 25 August 2015 has appointed Mr Satish Kumar Jadon Proprietor Satish Jadon amp Associates Practicing Company Secretaries as Scrutinizer for conducting the Postal Ballot physical amp e voting process in accordance with law in a fair and transparent manner The busines
7. contact NSDL by email at evoting nsdl co in or call on 1800222 990 S E POWER LIMITED CIN L40106DL2010PLC206937 Registered Office S 547 IInd Floor Main Road Shakarpur Delhi 110092 Phone 91 11 22485032 Fax 91 11 22481340 Website www sepower in E mail cs sepower in PROPOSED RESOLUTION ITEM NO 1 Shifting of registered office of the Company from National Capital Territory of Delhi to the State of Gujarat To consider and if thought fit to pass with or without modification s the following Resolution as a Special Resolution RESOLVED THAT pursuant to provisions of Section 12 13 110 and other applicable provisions of the Companies Act 2013 read with relevant rules applicable if any including any statutory modification s or re enactment thereof for the time being in force and subject to approval of Regional Director or the Central Government any other authority as may be prescribed from time to time and subject to such permission s sanction s or approval s as may be required under the provisions of the said Act or under any other Law for the time being in force or any statutory modification s or amendment s thereof the consent of the Members be and is hereby accorded for shifting of Registered Office of the Company from the National Capital Territory NCT of Delhi to the State of Gujarat and that Clause II of the Memorandum of Association of the Company be substituted by the following II The Registered O
8. d Mr Satish Kumar Jadon Company Secretary in Practice Mem No 23580 as Scrutinizer for conducting the postal ballot process in a fair and transparent manner and to receive and scrutinize the completed ballot papers from the Members After completion of his scrutiny the Scrutinizer will submit his report to the Chairman or in his absence any person authorized by him Relevant documents referred in the Notice are open for inspection by the Members at the Registered Office of the Company on all working days between 10 00 a m to 5 00 p m up to the last date of receipt of Postal Ballot Forms The Resolution will be taken as passed effectively on the date of announcement of the result by the the Chairman of the Company or in his absence any person authorized by him if the result of the Postal Ballots indicates that the requisite majority of the Shareholders had assented to the Resolution The result of the Postal Ballot will be declared on 7 October 2015 at 11 00 A M at the Registered Office of the Company at Delhi After declaration the result of the Postal Ballot will also be posted on the Company s website www sepower in and NSDL e voting website i e www evoting nsdl com besides communicating the same to the Stock Exchanges where the shares of the Company are listed The Postal Ballot Form and the self addressed reply envelope are enclosed for use of Members Members are requested to carefully read the instructions printed on the
9. d to evoting nsdl co in n 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 EXPLANATORY STATEMENT Pursuant to Section102 of the Companies Act 2013 The Registered Office of the Company presently located at S 547 2 Floor Main Road Shakarpur Delhi 110092 and its reclaimed rubber manufacturing unit is situated in the State of Gujarat at Vadodara Post the shifting of Registered Office of the Company from National Capital Territory NCT of Delhi to Gujarat the main business activities of the Company can be carried out more efficiently economically and conveniently In light of above shifting of the Registered Office is in the best interests of the Company and all concerned The proposed shifting will in no way be detrimental to the interest s of any member of the public employees or other associates of the Company in any manner whatsoever In terms of the provisions of Section 12 13 110 of the Companies Act 2013 read with Rule 20 and Rule 22 of Companies Management and Administration Rules 2014 shifting of the Registered Office from one State to another and alteration of Clause II of the Memorandum of Association requires the approval of Members by way of Special Resolution through Postal Ballot and fu
10. dl co in or call on 1800 222 990
11. f sent by courier at the expenses of the registered Member will also be accepted 2 The self addressed envelope bears the address as Satish Kumar Jadon Scrutinizer S E Power Limited S 547 II Floor Main Road Shakarpur Delhi 110092 3 This form should be completed and signed by the Member In case of joint holding this form should be completed and signed as per the specimen signature registered with the Company by the first named Member and in his absence by the next named Member There will be one Postal Ballot Form for every Folio Client ID irrespective of the number of joint holders 4 Please note that Postal Ballot shall not be signed by the proxy 5 Assent or dissent to the proposed resolution may be recorded by placing a tick mark in the appropriate column The assent or dissent received in any other Form shall not be considered valid 6 Incomplete Unsigned or incorrectly ticked Postal Ballot Form will be rejected Te The voting rights of Member shall be in proportion to their shares of the paid up equity share capital of the Company as on Saturday 29 August 2015 8 Duly completed Postal Ballot Form should reach the Company or the scrutinizer not later than the close of working hours 5 00 p m on Monday 5 October 2015 All Postal Ballot Forms received after this date will be strictly treated as if the reply from the Member has not been received 9 The results of the Voting by Postal Ballot will be announced by
12. ffice of the Company will be situated in the State of Gujarat RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution the Board of Directors of the Company hereinafter referred to as the Board which term shall be deemed to including any persons s authorised and or Committee which the Board may have constituted or herein after constitute to exercise its powers including the powers conferred by this Resolution or any officer so authorised by the Board be and is hereby authorised on behalf of the Company to make any modifications changes variations alterations or revisions stipulated by any one of the authorities statutory or otherwise while according approval consent as may be considered necessary and to appoint counsels and advisors and to do all such acts deeds matters and things as it may in its absolute discretion deem necessary and with power on behalf of the Company to settle any questions difficulties or doubts that may arise in this regard without requiring the Board to secure any further consent or approval of the Shareholders of the Company By Order of the Board of Directors of S E Power Limited Sd Manendra Singh Company Secretary Date 25 08 2015 Place Delhi S E POWER LIMITED CIN L40106DL2010PLC206937 Registered Office S 547 IInd Floor Main Road Shakarpur Delhi 110092 Phone 91 11 22485032 Fax 91 11 22481340 Website www sepower in E mail cs sepower in NOTES
13. ll be treated as invalid Members are requested to carefully read the instructions printed on the Postal Ballot Form and return the form duly completed and signed in the attached self addressed envelope so as to reach the Scrutinizer before the close of working hours 5 00 p m on 5 October 2015 Please note that any Postal Ballot Form s received after the said date and time will be treated as if reply from the Member has not been received Members who have not received Postal Ballot Form may apply to the Company and obtain duplicate thereof or form can be downloaded from the link https Avww evoting nsdl com or https www sepower in The Scrutinizer will submit his report to the Chairman or in his absence any person authorized by him after the completion of the scrutiny of the Postal Ballots physical and e voting The results of the voting by the Postal Ballot will be announced by the Chairman of the Company or in his absence any person authorized by him on 7 October 2015 at the Registered Office of the Company The result of the Postal Ballot along with the Scrutinizer s Report will on such announcement date be posted on the Company s website Www sepower in beside communicating to the Stock Exchanges where the Company s shares are listed The date of declaration of the results of the Postal Ballot by the Company shall be deemed to be the date of passing of said resolution Members requiring any clarification on e voting may
14. r ID and password provided in the attached PDF file as initial password 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 7 Once the e voting home page opens click on e voting gt Active Voting Cycles 8 Select EVEN E Voting Event Number of S E Power Ltd 9 Now you are ready for e voting as Cast Vote page opens 10 Cast your vote by selecting appropriate option and click on Submit and also Confirm when prompted 11 Upon confirmation the message Vote cast successfully will be displayed 12 Once the vote on the resolution is cast the Member shall not be allowed to change it subsequently 13 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 sepower scrutinizer gmail com with a copy marked to evoting nsdl co in 14 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 www evoting nsdl com or contact NSDL by email at evoting ns
15. rther requires approval by Central Government The Board recommends the Resolution as set out at Item No 1 for approval of the Members as Special Resolution None of the Directors Key Managerial Personnel of the Company and their relatives is concerned or interested in the Resolution S E POWER LIMITED CIN L40106DL2010PLC206937 Registered Office S 547 IInd Floor Main Road Shakarpur Delhi 110092 Phone 91 11 22485032 Fax 91 11 22481340 Website www sepower in E mail cs sepower in POSTAL BALLOT FORM 1 Name s of the Member s Beneficial Owner s including joint holder s if any IN BLOCK LETTER Registered Address of the sole First named Member Beneficial Owner Registered Folio No DP ID No and Client ID No Applicable to investors holding Sharesin dematerialized form 4 Number of Shares Held I We hereby exercise my our vote in respect of the Special Resolution to be passed through postal ballot for the business stated in the Notice of Postal Ballot issued by the Company dated 25 August 2015 by sending my our assent or dissent to the said resolution by placing v mark at the appropriate box below I We assent to VW e dissent Type of E No of to the z Description the resolution x Resolution Equity Shares FOR resolution AGAINST Special Shifting of Registered Office of the Resolution Company from the National Capital Territory NCT of Delhi to the State of Gujara
16. s of the Postal Ballot shall in addition to physical voting also be transacted through electronic voting system Accordingly the Company in compliance with the clause 35B of the Listing Agreement and the provisions of Section 108 of the Companies Act 2013 read with Rule 20 of the Companies Management and Administration Rules 2014 as amended from time to time is pleased to provide the Members whether holding shares in physical or dematerialized form with the facility to exercise their right to vote on the matter set out in the Postal Ballot Notice by electronic means i e through e voting services provided by National Securities Depository Limited NSDL The e voting period will commence on 6 September 2015 9 00 a m and end on 5 October 2015 5 00 p m Please read carefully and follow the instructions for e voting as printed in this Notice However those Members who do not have access to e voting facility can send their assent or dissent in writing on the Postal Ballot From attached herewith Once the vote cast it cannot be changed subsequently It is pertinent to note that the Member s can opt only one mode of voting i e either by e voting or voting by physical mode through Postal Ballot If Members are opting for e voting then do not vote by physical ballot and vice versa However in case Members cast their vote by physical ballot and e voting then voting done through e voting will prevail and voting done through physical ballot wi
17. t Place oe Dates ccccecceneceseceeeeees 2015 Signature of the Member Beneficial Owner Authorized Representative Following particulars to be used only in case Members opts for e voting Details of e voting EVEN E Voting Event Number USERID PASS WORD FIN Note Please read carefully the instructions printed overleaf before exercising your vote INSTRUCTIONS Pursuant to provisions of 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 assent or dissent of the Members in respect of the Resolutions contained in the Postal Ballot Notice is being sought through postal ballot process The Member s can opt only one mode of voting i e either by e voting or physical mode If you are opting for e voting then do not vote by physical ballot and vice versa However in case Member s cast their vote by physical ballot and e voting then voting done through e voting will prevail and voting done through physical ballot will be treated as invalid Voting in Physical form 1 A Member desiring to exercise vote by Postal Ballot may complete this Postal Ballot Form and send it to the Company in the attached self addressed reply envelope Postage will be borne and paid by the Company However envelopes containing Postal Ballot Forms i
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