Notice of Postal Ballot - Sadhana Nitro Chem Ltd.
Contents
1. USE YOUR PASSWORD SENT BY NSDL 10 11 INSTRUCTIONS A Member desiring to exercise vote by Postal Ballot may complete this Postal Ballot Form no other form or photocopy thereof is permitted and send it to the Scrutinizer in the attached prepaid self addressed business reply envelope Postage will be borne and paid by the Company However envelopes containing Postal Ballot Form s if sent by courier or registered speed post at the expense of the Shareholder will also be accepted There shall be one Postal Ballot for every folio irrespective of the number of joint holders Proxy shall not exercise the Postal Ballot The Board has appointed Mrs Kumudini Paranjape Partner of M s Makarand Joshi amp Co Company Secretaries as Scrutinizer for conducting postal ballot voting including e voting process ina fair and transparent manner The Postal Ballot should be completed and signed as per specimen signature registered with the Company by the Member In case of joint holding this Form should be completed and signed by the first named Member and in his absence by the next named Member and so on In case of shares held by the Company Trust Society etc the duly completed Postal Ballot Form should be accompanied by Certified True Copy of the Board Resolution Authorisation Unsigned incomplete or incorrectly ticked signed Postal Ballot Forms shall be rejected The Scrutinizer s decision on the validity of the Postal Ballot e2. NOTES TO THE NOTICE 1 The Explanatory Statement and reasons for the proposed Special Resolution pursuant to Section 102 of the Act setting out materials facts are appended to the Notice 2 The Postal Ballot Notice is being sent to all the Members whose names appear in the Register of Members List of Beneficial Owners received from NSDL CDSL as on 26 06 2015 Cut off date and the voting rights shall be reckoned accordingly 3 The Postal Ballot Notice along with the Explanatory Statement instructions and manner of e Voting process and the Postal Ballot Form can also be downloaded from the link https www evoting nsdl com or https www sncl com 4 The Board has appointed Mrs Kumudini Paranjape Partner of M s Makarand Joshi amp Co Company Secretaries as Scrutinizer for conducting postal ballot voting including e voting process ina fair and transparent manner 5 In compliance with Clause 35B of the Listing Agreement and provisions of Section 110 of the Act read with rules made there under since the business is to be transacted through postal ballot which includes e voting the Company is offering e voting facility to all its members to enable them to cast their votes electronically instead of voting through postal ballot Please note that e voting is optional In case a member has voted through e voting he she is not required to send the postal ballot In case a member votes through e voting as well as through postal ballot the voting t
3. mentioning their Folio DP ID and Client ID No
4. SADHANA NITRO CHEM LIMITED Regd Office Hira Baug 1 Floor Kasturba Chowk C P Tank Mumbai 400 004 CIN L24110MH1973PLC016698 Website www sncl com Tel 022 23822524 Fax 022 23887235 E Mail sadhananitro sncl com NOTICE OF POSTAL BALLOT Pursuant to Section 110 of the Companies Act 2013 NOTICE is hereby given that pursuant to Section 110 of the Companies Act 2013 read with the Companies Management and Administration Rules 2014 including any statutory modification s or re enactment s thereof for the time being in force the resolutions appended below are proposed to be passed by way of Postal Ballot e voting Items of businesses requiring consent of shareholders through Postal Ballot e voting 1 Sale of substantially whole part of the undertaking 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 180 1 a and all other applicable provisions if any of the Companies Act 2013 read with the Rules if any made there under including any statutory modification s or re enactment s thereof for the time being in force the Act and any other applicable laws and provisions of the Memorandum and Articles of Association of the Company consent of the Members be and is hereby accorded for Sale of Residential Colony comprising of 107 Gunthas or thereabouts situated at Village Bhuvaneshwar Taluka Roha together w
5. ctor DIN 00268114 Place Mumbai Date 16 April 2015 EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013 Item No 1 In order to improve the liquidity position of the Company it is proposed to Sale its Residential Colony comprising of 107 Gunthas or thereabouts situated at Village Bhuvaneshwar Taluka Roha together with two buildings comprising of residential flats having total built up area of 10391 25 Sq Ft or thereabout and or free hold land adjoining Factory MIDC Land admeasuring about 5 Acres hereinafter referred to as non operative assets As per the Audited Balance Sheet of the Company as at 31 March 2015 the value of these non operative assets constitutes more than 20 of the entire Undertaking of the Company situated at Roha Hence the sale of these non operative assets shall be deemed to be a sale of substantially the whole of the undertaking of the Company i e the Undertaking situated at Roha As per section 180 1 a of the Companies Act 2013 any sale of the whole or substantially the whole of the undertaking of the Company shall require approval of shareholders by way of postal ballot Hence the Directors recommend this resolution for your approval None of the Directors KMPs and their relatives are deemed to be concerned or interested in the said resolution Your directors therefore recommend this resolution and appeal you to uphold the same by means of Postal Ballot including e voting
6. h internet browser by typing the following URL https www evoting nsdl com iii Click on Shareholder Login iv Put user ID and password as initial password PIN noted in step i above Click Login v Password change menu appears Change the password PIN with new password of your choice It is strongly recommended notto 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 Voting Cycles vii Select EVEN E voting Event Number of Sadhana Nitro Chem Limited viii Now you are ready for e voting as Cast Vote page opens ix Cast your vote by selecting appropriate option and click on Submit and also 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 Institutional amp Corporate 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 sncshare sncl com with a copy marked to evoting nsdl co in B Incase a Member receives physical copy of the Notice of Postal Ballot for members whose email IDs are not registered with the Dep
7. hrough e voting shall be considered and the voting through postal ballot shall be ignored NSDL will be facilitating e voting to enable the members to cast their votes electronically The e voting period shall commence on 08 07 2015 9 00 a m and ends on 06 08 2015 5 00 p m The detailed procedure of e voting is appended on the back of the Postal Ballot Form 6 The members are requested to carefully read the instructions printed on the Postal Ballot Form record their assent or dissent therein and return the form duly completed in the attached self addressed postage prepaid envelope so as to reach the Scrutinizer on or before the close of working hours 5 00 p m on 06 08 2015 The Postal Ballot Form received thereafter will be treated as not to have been received The Scrutinizer will submit his report after completion of the scrutiny of the Postal Ballot Forms including e voting not later than by 10 08 2015 and the result of the Postal Ballot including e voting will be announced not later than by 11 08 2015 at the Company s Registered Office at Hira Baug 1 Floor Kasturba Chowk C P Tank Mumbai 400 004 and hosted on the website of the Company www sncl com 7 Resolutions passed by the members through Postal Ballot are deemed to have been passed effectively at a general meeting of the members The Special Resolution shall be declared as passed if the number of votes cast in favour of the Special Resolution is not less than three times the
8. ith two buildings comprising of residential flats having total built up area of 10391 25 Sq Ft orthereabout and or free hold land adjoining Factory MIDC Land admeasuring about 5 Acres which constitutes substantially the whole of the undertaking of the Company at Roha as per the Audited Balance Sheet of the Company as at 31 March 2015 RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board be and is hereby authorized to finalise settle and execute such documents deeds writings papers agreements as may be required and to do all such acts deeds matters and things as it may in its absolute discretion deem necessary proper or desirable and to settle any question difficulty or doubt that may arise without being required to seek any fresh approval of the Members of the Company and the decision of the Board shall be final and conclusive RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers conferred on it by or under this Resolution to any Committee of Directors of the Company or to any Director of the Company or any other officer s or employee s of the Company as it may consider appropriate in order to give effect to this Resolution Registered Office By Order of the Board of Directors Hira Baug 1 Floor For Sadhana Nitro Chem Limited Kasturba Chowk C P Tank Mumbai 400 004 CIN L24110MH1973PLC016698 Asit D Javeri Chairman amp Managing Dire
9. number of votes cast against the Special Resolution 8 The date of declaration of the result shall be deemed to be the date of passing of the said resolution l N SADHANA NITRO CHEM LIMITED PE CIN L24110MH1973PLC016698 Hira Baug 1 Floor Kasturba Chowk C P Tank Mumbai 400 004 Tel 022 23822524 Fax 022 23887235 E Mail sadhananitro sncl com Website www sncl com 1 Name and Registered Address of the Sole First named Shareholder 2 Name s of the Jt Holder s if any 3 Registered Folio No DP ID No and Client ID No 4 Number of Shares s held POSTAL BALLOT FORM Sr no 5 I We hereby exercise my our vote s in respect of the following Resolution s to be passed through Postal Ballot for the Special Business stated in the Notice of Postal Ballot dated 16 April 2015 of Sadhana Nitro Chem Limited the Company by recording my our assent FOR or dissent AGAINST to the said Resolutions by placing the tick V mark in the appropriate box below Item Resolution No of For Against No Shares I We assentto I We dissent to the the Resolution Resolution 1 Sale of Non operative Assets constituting substantially the whole part of the undertaking of the Company Place Date Signature Note Please read the instructions carefully before exercising your vote RRR DRE naaa C t Here Electronic Voting Particulars EVEN Electronic Voting Event Number User ID Password
10. ository Participants s or requesting physical copy i Initial password is provided as below at the bottom of the Notice of Postal Ballot EVEN E Voting Event Number USER ID USER ID PASSWORD PIN ii Please follow all steps from SI No ii to SI No xii above to cast vote Il In case of any queries you may refer the Frequently Asked Questions FAQs for Shareholders and e voting user manual forShareholders available atthe Downloads section of www evoting nsdl com or call on toll free no 1800 222 990 lll If you are already registered with NSDL for e voting then you can use your existing user ID and password PIN for casting your vote IV 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 future communication s V The e voting period shall commence on 08 07 2015 9 00 a m and shall end on 06 08 2015 5 00 p m During this period members of the Company holding shares either in physical form or in dematerialized form as on the cut off date of 26 06 2015 may cast their vote electronically in the manner and process set out herein above The e voting module shall be disabled by NSDL for voting thereafter Once the vote on a resolution is cast by the member the member shall not be allowed to change it subsequently VI Members have the option to request for physical copy of the Ballot Form by sending an e mail to sncshare sncl com by
11. voting will be final Duly completed Postal Ballot Form should be received by the Scrutinizer not later than 06 08 2015 All Postal Ballot Forms received after this date will be strictly treated as if reply from such Shareholder has not been received Voting rights shall be reckoned on the paid up value of shares registered in the name of the Shareholders as on 26 06 2015 Members are requested not to send any other paper along with the Postal Ballot Form and any extraneous paper found in such envelope would be destroyed by the Scrutinizer and the Company would not be able to act on the same In case of non receipt of the Postal Ballot Form or for any query related thereto the Members may contact the Company s Registrar amp Transfer Agent M s Link Intime India Private Limited C 13 Pannalal Silk Mills Compound L B S Marg Bhandup W Mumbai 400 078 or on Tel 91 22 25963838 E mail rnt helpdesk linkintime co in Voting through electronic mode The Company is pleased to offer e voting facility as an alternate for all the Shareholders of the Company to enable them to cast their votes electronically instead of dispatching Postal Ballot Form E voting is optional The detailed procedure for e voting A In case a Member receives an email from NSDL for members whose email IDs are registered with the Depository Participants s i Open email and open PDF file viz The said PDF file contains your user ID and password PIN for e voting ii Launc
Download Pdf Manuals
Related Search