BHARATI SHIPYARD LIMITED - Bharati Shipyard Ltd.
Contents
1. BHARATI SHIPYARD LIMITED CIN L61100MH1976PLC019092 Regd Office 302 Wakefield House 34 Floor Sprott Road Ballard Estate Mumbai 400001 Website www bharatishipyard com Email info bharatishipyard com Tel 022 49666500 Fax 022 49666549 550 NOTICE OF POSTAL BALLOT NOTICE OF POSTAL BALLOT PURSUANT TO SECTION 110 OF THE COMPANIES ACT 2013 AND COMPANIES MANAGEMENT amp ADMINISTRATION RULES 2014 To The Members NOTICE is hereby given to the Members pursuant to section 110 of the Companies Act 2013 read with Rule 22 of the Companies Management and Administration Rules 2014 as amended from time to time that resolutions appended below in respect of i Alteration of Objects Clause of the Memorandum of Association by inserting the new sub clause 4 after sub clause 3 of clause III A of the Memorandum of Association and i Change in Name of the company ii Alteration of Memorandum of Association due to change of name of the Company iv Alteration of Articles of Association due to change in the name of the Company are proposed to be passed as special resolutions through the postal ballot mechanism The Company is therefore seeking your consent for the said proposal by Special Resolutions in compliance with the provisions of Sections 13 and other applicable provisions if any of the Companies Act 2013 The Explanatory Statement pursuant to Section 102 of the Companies Act 2013 setting out the material facts2. and all other applicable provisions if any of the Companies Act 2013 and all the applicable Rules framed in the Articles of Association of the Company be altered and the name BHARATI SHIPYARD LIMITED appearing therein be deleted and replaced substituted by the new name BHARATI DEFENCE AND INFRASTRUCTURE LIMITED RESOLVED FURTHER THAT old existing name BHARATI SHIPYARD LIMITED wherever appearing in the Articles of Association of the Company be deleted and replaced by the new name BHARATI DEFENCE AND INFRASTRUCTURE LIMITED RESOLVED FURTHER THAT Mr P C Kapoor and Mr Vijay Kumar Managing Directors of the Company and Mr V Gopalakrishnan President Finance 8 Company Secretary be and are hereby severally authorized to take steps to carry out the aforesaid alteration of Articles of Association due to change in the name of the Company due to alteration of Main Objects Clause of the Company including signing and filing of all the forms applications as may be required under the applicable provisions of Companies Act 2013 and relevant and applicable rules as framed there under By Order of the Board of Directors FOR BHARATI SHIPYARD LIMITED Place Mumbai Date 31st July 2015 Sd V Gopalakrishnan President Finance 8 Company Secretary Notes 1 The Notice and Explanatory Statement pursuant to Section 102 of the Companies Act 2013 setting out material facts is annexed hereto 2 The Notice is being sent to all t
3. shipbuilding business With a view to diversify the company proposes to undertake business of manufacture of Warships and Defence Equipments The Company has obtained Industrial license under the IDR Act for manufacture of Defence Warships As the Government of India has an ambitious plan for indigenization of the Indian Defence Sector this will be a good prospective line of business In order to enable the company to participate in and take advantage of business opportunities being thrown open due to policies of Government of India to allow private sector companies to supply defence equipments and facilities to the Ministry of Defence and armed forces of the country it is felt necessary to carry the proposed alteration to the main Objects clause of the Memorandum of Association of the Company It is required to alter Objects Clause ofthe Memorandum of Association of the Company so as to include the said Objects in it In terms of Section 110 of the Companies Act 2013 read with the Companies Management amp Administration Rules 2014 the approval of members by way of special resolution is sought through postal ballot mechanism for alteration of the Objects Clause of the Memorandum of Association of the Company in terms of Section 13 of the Act and for carrying on the said business set out in the proposed resolution at Item No 1 ofthe accompanying Notice A copy of the existing Memorandum and Articles of Association of the Company along with
4. the proposed draft amendments are available for the inspection at the Registered Office of the Company on all working days except Saturdays between 11 00 a m and 1 00 p m up to the last date for receiving the postal ballot forms The resolution as mentioned in Item No 1 of the Notice is recommended for your approval through Postal Ballot by the Board of Directors That none of the Directors Managers Key Managerial Personnel and the relatives of the aforesaid persons of the Company are interested or concerned in the resolution except to the extent of their shareholdings in the Company FOR ITEM NO 2 In order to reflect the nature of business activities of the Company in its name it is deemed appropriate to change the name of the company from BHARATI SHIPYARD LIMITED to BHARATI DEFENCE AND INFRASTRUCTURE LIMITED The amendment is consequential in nature The Registrar of Companies has made available the name BHARATI DEFENCE AND INFRASTRUCTURE LIMITED for change of name of the company A copy of the letter of Registrar of Companies making the name available is available for inspection at the Registered Office of the Company on all working days except Saturdays between 11 00 a m and 1 00 p m up to the last date for receiving the postal ballot forms Necessary Resolution as required under Section 13 and other applicable provisions of the Companies Act 2013 and Rules framed there under is therefore proposed at item no 2 in the ac
5. thought fit to pass the following resolution as a Special Resolution RESOLVED THAT consequent upon the proposed change of the Main Objects Clause of the Company and as per provisions of section 13 and all other applicable provisions if any of the Companies Act 2013 and Rules framed there under subject to approval of Central Government and further subject to all other necessary and required approvals consents and permissions if any the approval of the members of the Company be and is hereby accorded to the change of the name of the Company from BHARATI SHIPYARD LIMITED to BHARATI DEFENCE AND INFRASTRUCTURE LIMITED made available by the Office of Registrar of Companies Maharashtra Mumbai RESOLVED FURTHER THAT Mr P C Kapoor and Mr Vijay Kumar Managing Directors of the Company and Mr V Gopalakrishnan President Finance amp Company Secretary be and are hereby severally authorized to take steps to carry out the aforesaid alteration of name of the Company due to proposed alteration of Main Objects Clause of the Company including signing and filing of all the forms applications as may be required under the provisions of Companies Act 2013 and relevant and applicable rules as framed there under 3 Alteration of Memorandum of Association of the Company due to Change in the Name of the Company To consider and if thought fit to pass the following resolution as a Special Resolution RESOLVED THAT
6. 500 President Finance amp Company Secretary Fax 91 22 49666549 49666550 Email info bharatishipyard com Date July 31st 2015 Website www bharatishipyard com CIN L61100MH1976PLC019092 Registered office 302 Wakefield House Sprott Road Ballard Estate Mumbai 400 001 Email info bharatishipyard com Website www bharatishipyard com Tel 91 22 49666500 Fax 91 22 49666549 550 Sr No POSTAL BALLOT FORM 1 Name and Registered Address of the Sole First named Member 2 Name s of the Joint Holder s if any 3 Registered Folio No DP ID No and Client ID No Applicable to members holding shares in dematerialized form 4 Number of Equity Share s held 5 We hereby exercise my our vote s in respect of the Special Resolutions to be passed through Postal Ballot for the business enumerated in the Notice dated 31s July 2015 by conveying my our assent or dissent to the said resolutions by placing a tick mark Y at the appropriate box below Item No Brief Description of the resolution No FOR AGAINST No of Shares I We assent to I We dissent to the the Resolution Resolution 1 Special Resolution under Section 13 of the Companies Act 2013 in respect of Alteration of Object Clause of the Memorandum of Association 2 Special Resolution under Section 13 and 14 of the Companies Act 2013 for Change in the Name of the company 3 Special Resolution under Section 13 of the Companies A
7. and permissions if any the main Objects clause of the Company s Memorandum of Association being Clause II A be and is hereby altered and the following clause numbered as Clause 4 be added after existing Clause 3 of Clause III A of the Main Objects Clause of the Company Clause 4 To undertake engage in conduct carry on the business of manufacturing building repairing refitting inventing experimenting testing originating fabricating sub contracting importing exporting dealing in sale of all kind of vessels warships defense vessels including patrol vessels gunboats training vessels frigates destroyers aircraft carriers sub marines corvettes landing platform docks landing helicopter docks advanced warships radars global positioning systems sensors all kinds of naval land air space defense systems homeland security systems navigation systems precision weapons surveillance communication equipment armaments simulators training systems electronic computer enabled controlled engines propellers and other equipments used therein mechanical electronic defense devices including but not limited to mines guns amp mortars including self propelled rockets missiles amp similar projectiles whether operated manually or remotely with or without explosives detonators prototypes assemblies sub assemblies parts components accessories fitments to any amp all such devices equipment integration of weapo
8. and reasons thereof is annexed to the Notice for your consideration In compliance with the Listing Agreement and the provisions of section 110 of the Companies Act 2013 read with the Rules the Company is pleased to provide Electronic Voting e voting facility as an alternate for its Members to enable them to cast their votes electronically instead of dispatching the Postal Ballot Form by post The Company has engaged the services of National Securities Depository Limited NSDL to provide e voting facility to its Members It may be noted that e voting is optional In case a Member has voted through e voting facility he she is not required to send the Postal Ballot Form In case a Member votes through e voting facility as well as sends his vote through Postal Ballot form the e voting shall be considered by the Scrutinizer and the ballot form will be treated as invalid The Company has appointed Mr U A Patel of Mumbai an Advocate as the Scrutinizer for conducting the postal ballot process and e voting in a fair and transparent manner The e voting facility is available at the link https www evoting nsdl com Please refer to the instructions for e voting given at the back of the postal ballot form for the process and manner in which e voting is to be carried Members opting to vote through Postal Ballot mode i e sending the Postal Ballot Form duly signed by post are requested to carefully read the instructions printed at the back of t
9. companying notice The resolution as mentioned in Item No 2 of the Notice is recommended for your approval through Postal Ballot by the Board of Directors That none of the Directors Managers Key Managerial Personnel and the relatives of the aforesaid persons of the Company are interested or concerned in the resolution except to the extent of their shareholdings in the Company FOR ITEM NO 3 amp 4 That consequent upon the proposed amendment to the Main Objects Clause of the Memorandum of Association of the Company and the proposed change in the name of the Company it is necessary to amend the Memorandum and Articles of Association of the Company to reflect the new name of the Company at appropriate places clauses articles therein The resolutions recommended at Item No 3 amp 4 of the accompanying notice are consequential in nature The resolutions as mentioned in Item No 3 amp 4 of the Notice are recommended for your approval through Postal Ballot by the Board of Directors That none of the Directors Managers Key Managerial Personnel and the relatives of the aforesaid persons of the Company are interested or concerned in the resolution except to the extent of their shareholdings in the Company Registered Office By Order of the Board of Directors 302 Wakefield House 3rd Floor For Bharati Shipyard Limited Sprott Road Ballard Estate Mumbai 400 001 Sd CIN L61100MH1976PLC019092 V Gopalakrishnan Tel 91 22 49666
10. ct 2013 for alteration of Memorandum of Association of the Company due to change in the Name of the Company 4 Special Resolution under Section 14 of the Companies Act 2013 for alteration of Articles of Association of the Company due to change in the Name of the Company Place Date Signature of the Member ELECTRONIC VOTING PARTICULARS Applicable for Individual Members only EVEN USER ID Password Electronic Voting Event Number Note 1 Please read the instructions printed overleaf before exercising your vote 2 Last date for receipt of Ballot Form by the Scrutinizer 11 09 2015 before 5 00 p m INSTRUCTIONS FOR VOTING BY PHYSICAL MODE 1 Please complete and sign the Ballot Form no other form or photocopy thereof is permitted and send it so as to reach the Scrutinizer appointed by the Board of Directors of the Company Mr U A Patel of Mumbai an Advocate not later than the close of working hours 5 00 p m on 11 September 2015 For this purpose a self addressed prepaid envelope is enclosed The envelope bears the name and address of the Scrutinizer i e The Scrutinizer Bharati Shipyard Limited 302 Wakefield House Sprott Road Ballard Estate Mumbai 400 001 However envelopes containing the Ballot Form s if deposited in person or sent by courier or registered speed post at the expense of the Member will also be accepted 2 The Form should be signed by the Member as pe
11. e and institutional shareholders companies trusts societies etc are required to send a scanned copy PDF JPG format of the relevant Board Resolution Appropriate Authorization etc together with attested specimen signature of the duly authorized signatory ies to the Scrutinizer through e mail at info bharatishipyard com with a copy marked to evoting nsdl co in B In case of Members receiving Postal Ballot Form by Post D User ID and initial password is provided at Sr No 6 7 of the Postal Ballot Form ii Please follow all steps from Sr No A ii to A xii above to cast your vote C If you are already registered with NSDL for e voting then you can use your existing user ID and password for Login to cast your vote D In case of any queries you may refer to the Frequently Asked Questions FAQs for Shareholders and e voting user manual for Shareholders available at the Downloads section of NSDL s E Voting website www evoting nsdl com You can also send your queries grievances relating to e voting to the e mail ID vgkrishna bharatishipyard com E Members can cast their vote online from 9 00 am of 124 August 2015 till 5 00 pm of 11 September 2015 E voting shall be disabled by NSDL at 5 00 pm on Friday 11 September 2015 STATEMENT SETTING OUT MATERIAL FACTS PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013 READ WITH SECTION 110 OF THE COMPANIES ACT 2013 FOR ITEM NO 1 The Company is currently engaged in the
12. e declared on 15 September 2015 at the Registered Office of the Company and displayed on its website www bharatishipyard com and communicated to the Stock Exchanges where the Company is listed viz The Bombay Stock Exchange Limited and National Stock Exchange of India Limited 12 Members may address any query to Mr V Gopalakrishnan President Finance amp Company Secretary at the Registered Office of the Company Tel No 022 49666523 Fax No 022 49666549 or by e mail to vgkrishna bharatishipyard com
13. eived after 11th September 2015 will be strictly treated as if the reply from the Members has not been received 7 A member seeking duplicate Ballot Form or having any grievance pertaining to the Ballot porcess can write to the Company s Registrars Intime India Private Limited the Registrar and Share Transfer Agents of the Company at C 13 Pannalal Silk Mils Compound L B S Marg Bhandup west Mumbai 400078 or to the e mail ID Evoting linkintime co in However the duly filled in and signed duplicate Forms should reach the scrutinizer not later than the date specified at Sr No 6 above 8 Unsigned incomplete improperly or incorrectly tick marked Ballot Forms will be rejected A Form will also be rejected if it is received torn defaced or mutilated to an extent which makes it difficult for the Scrutinizer to identify either the Member or the number of votes or as to whether the votes are in favour or against or if the signature cannot be verified 9 The Scrutinizer s decision on the validity of a Postal Ballot Form will be final 10 Members are requested not to send any other paper along with the Ballot Form in the enclosed self addressed envelope as all such envelopes will be sent to the Scrutinizer and any other paper found in such envelope would be destroyed by him They are also requested not to write anything on the Ballot Form except giving their assent or dissent and putting their signature 11 The results of the voting shall b
14. gh post to declare the final result for each of the Resolutions PROCESS FOR MEMBERS OPTING FOR E VOTING A In case of Members receiving the Postal Ballot Form by E mail i Open e mail and open PDF file viz BHARATI 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 ii Launch internet browser by typing the following URL iii Click on Shareholder Login iv Insert user ID and password as initial password noted in step 3 A i above Click Login v Password change menu appears Change the password with new password of your choice with minimum 8 digits characters or combination thereof Note new password It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential vi Home page of e Voting opens Click on e Voting Active E voting Cycles vii Select EVEN Electronic Voting Event Number of BHARTI SHIPYARD LIMITED viii Now you are ready for e Voting as CastVote page opens ix Cast your vote by selecting appropriate option and click on Submit and also click on Confirm when prompted x Upon confirmation the message Vote cast successfully will be displayed xi Once you have voted on the resolution you will not be allowed to modify your vote xii For the votes to be considered valid the corporat
15. he Members whose names appear in the Register of Members list of Beneficial Owners as received from National Securities Depository Limited NSDL and Central Depository Services India Limited CDSL as on 31 July 2015 3 As per Section 110 of the Act read with Rule 22 of the Companies Management and Administration Rules 2014 Notice of Postal Ballot may be served on the Members inter alia through electronic means Members who have registered their e mail IDs with depositories or with the Company are being sent this Notice of Postal Ballot by e mail and the members who have not registered their e mail IDs will receive Notice of Postal Ballot along with Postal Ballot Form through speed post courier Members who have received Postal Ballot Notice by e mail and who wish to vote through physical Form may download the Form attached in the email or from the link www evoting nsdl com or from the Investor Relations section on the Company s website www bharatishipyard com and send the duly completed and signed form to the Scrutinizer on or before 5 00 pm on Friday 11 September 2015 4 A Member can opt for only one mode of voting i e either by post or through e voting If a Member casts votes by both modes then voting done through a valid physical ballot form shall prevail and e voting of that Member shall be treated as invalid 5 The Scrutinizer will collate the votes downloaded from the e voting system and votes received throu
16. he Postal Ballot Form and return the Form duly completed in the attached self addressed postage pre paid envelope so as to reach the Scrutinizer on or before the close of working hours on 11 09 2015 Postal Ballot Form received after this date will be strictly treated as if the reply from the shareholder has not been received The Scrutinizer will submit his Report to the Chairman after completion of the scrutiny of the Postal Ballots received in electronic and Postal mode The Chairman will announce the Results of the Postal Ballot on 15 09 2015 In the event the proposed Resolution is approved by requisite majority of Members the date of passing of the said Resolutions will be 11 September 2015 The Results will be displayed at the Registered Office besides being communicated to the Stock Exchanges on which the Company s Equity Shares are listed as well to the Depositories and Share Transfer Agents The Results will also be displayed on the Company s website www bharatishipyard com and will be published in the Newspapers for the information of the Members 1 Alteration of Objects Clause of the Memorandum of Association To consider and if thought fit to pass the following resolution as a Special Resolution RESOLVED THAT pursuant to the provisions of section 13 of the Companies Act 2013 and approval of the members of the Company through Post Ballot mechanism and further subject to all other necessary and required approvals consents
17. n systems including electronics IT fire control amp sighting system integration vehicles military tanks whether armoured or un armoured all types of engines hydraulic machines armaments machine tools and machinery of any other description for use by armed forces including upgrades of weapon system components amp spares of the same and to provide service maintenance support for the same and to conduct all or any of the activities connected therewith That the existing sub clauses of the Objects Incidental or Ancillary to the Attainment of the Main Objects Clause III B of the Memorandum of Association from 4 to 33 be renumbered as 5 to 34 after giving effect to changes referred in point I above That the existing sub clauses of the Other Objects Clause III C of the Memorandum of Association from 34 to 51 be renumbered as 35 to 52 after giving effect to changes referred in clause III A above RESOLVED FURTHER THAT Mr P C Kapoor and Mr Vijay Kumar Managing Directors of the Company and Mr V Gopalakrishnan President Finance amp Company Secretary be and are hereby severally authorized to take steps to carry out the aforesaid alteration of Main Objects Clause of the Company including signing and filing of all the forms applications as may be required under the provisions of Companies Act 2013 and relevant and applicable rules as framed there under 2 Change of Name of the Company To consider and if
18. pursuant to the provisions of section 13 and all other applicable provisions if any of the Companies Act 2013 and the applicable Rules framed there under Clause I of the Memorandum of Association of the Company be and is hereby altered and the name BHARATI SHIPYARD LIMITED appearing therein be and is hereby deleted and replaced substituted by the new name BHARATI DEFENCE AND INFRASTRUCTURE LIMITED RESOLVED FURTHER THAT old existing name BHARATI SHIPYARD LIMITED wherever appearing in the Memorandum of Association of the Company be and is hereby deleted and replaced by the new name BHARATI DEFENCE AND INFRASTRUCTURE LIMITED RESOLVED FURTHER THAT Mr P C Kapoor and Mr Vijay Kumar Managing Directors of the Company and Mr V Gopalakrishnan President Finance 8 Company Secretary be and are hereby severally authorized to take steps to carry out the aforesaid alteration of Memorandum of Association due to change in the name of the Company due to alteration of Main Objects Clause of the Company including signing and filing of all the forms applications as may be required under the applicable provisions of Companies Act 2013 and relevant and applicable rules as framed there under 4 Alteration of Articles of Association of the Company due to Change in the Name of the Company To consider and if thought fit to pass the following resolution as a Special Resolution RESOLVED THAT pursuant to the provisions of section 14
19. r the specimen signature registered with the Company Depository Participants In case of joint holding the Form should be completed and signed by the first named Member and in his her absence by the next named joint holder There will be one Postal Ballot Form for every Folio Client ID irrespective of the number of joint holders A Power of Attorney POA holder may vote on behalf of a Member mentioning the registration number of the POA or enclosing an attested copy of the POA Exercise of vote is not permitted through proxy 3 For shares held by companies bodies corporate trusts societies etc the duly completed Form should be accompanied by a certified true copy of the Board Resolution Authorization together with attested specimen signature s of the duly authorized signatory ies 4 Votes should be cast in case of each resolution either in favour or against by putting the tick V mark in the column provided for assent dissent 5 The voting rights of the shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on 31 July 2015 Cut Off Date as per the Register of Members of the Company and as informed to the Company by the Depositories in case of Beneficial Owners Voting right in postal ballot E voting cannot be exercised by a proxy 6 Duly completed Forms should reach the Scrutinizer not later than the close of working hours 5 00 p m on 11th September 2015 Ballot Forms rec
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