THE INDIAN HUME PIPE COMPANY LIMITED
Contents
1. A Member may request for a duplicate Postal Ballot Form if so required and the same duly completed should reach the Scrutinizer not later than the date specified under instruction No 8 above Members are requested not to send any other paper along with the Postal Ballot Form They are also requested not to write anything in the Postal Ballot form excepting giving their assent or dissent and putting their signature If any such other paper is sent the same will be destroyed by the Scrutinizer The Scrutinizer s decision on the validity of a Postal Ballot E voting will be final and binding Incomplete unsigned or incorrectly ticked Postal Ballot Forms will be rejected The result of the Postal Ballot E voting will also be posted on the website of the Company www indianhumepipe com and also in the newspaper s for the information of the Members Instructions for Electronic Voting e voting The Company is pleased to offer e voting facility as an alternate for its members to enable them to cast their votes electronically instead of casting votes through Postal Ballot Form The procedures and instructions for the same are as follows 1 QaRwn oo 10 1i 12 User Id and Password is required for e voting i In case of members who have not registered their e mail addresses their User Id and Password is printed on the Postal Ballot Form despatched to them along with the Notice of Postal Ballot ii In case of members who have r2. 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 inppostalballot indianhmepipe com with a copy marked to evoting nsdl co in B In case a Member receives physical copy of the Notice of Postal Ballot for members whose email IDs are not registered with the Depository Participants s or requesting physical copy i Initial password is provided as below in the Postal ballot form EVEN E Voting Event Number USER ID PASSWORD PIN ii Please follow all steps from SI No ii to SI No xii above to cast vote iii 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 www evoting nsdl com iv 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 v You can also update your mobile number and e mail id in the user profile detai
3. in any way concerned or interested financially or otherwise in this resolution Item No 2 Under the erstwhile provisions of Section 293 1 a Companies Act 1956 the Board could sell lease or otherwise dispose off the whole or substantially the whole of the Undertaking or mortgage the assets of the Company subject to the approval of Shareholders by way of ordinary resolution through postal ballot Similar provision exists in the new Companies Act 2013 but the resolution should be a Special Resolution The Company had passed an ordinary resolution under Section 293 1 a of the erstwhile provisions of Companies Act 1956 in the Annual General Meeting held on 19th September 1991 to dispose off certain factory unit units Undertaking Undertakings of the Company which has have ceased to be viable as on date and also those factory unit units Undertaking Undertakings which is are likely to be closed down in the near future for want of orders and other compelling reasons In view of the introduction of the Companies Act 2013 it is necessary to obtain the Shareholders approval under Section 180 1 a of the Companies Act 2013 by way of Special Resolution through postal ballot This will enable the Board of Directors to deal with the Undertaking or Undertakings including land and property together with superstructure thereon in any one or with any combination thereof as under and use its sale proceeds for business activities of th
4. respect of the following Special Resolutions to be passed through Postal Ballot for the Special Business stated in the Postal Ballot Notice dated 27 May 2014 of The Indian Hume Pipe Company Limited the Company by sending my our assent FOR or dissent AGAINST to the said resolution s by placing tick mark 7 at the appropriate column below POSTAL BALLOT FORM To be returned to Scrutinizer appointed by the Company Sr No Description of the Resolution No of Shares We assent to the Resolution FOR We dissent to the Resolution AGAINST 1 Special Resolution under Section 180 1 a of the Companies Act 2013 for creation of charge mortgage on moveable and immoveable properties of the Company both present and future Special Resolution under Section 180 1 a of the Companies Act 2013 to sell lease or otherwise dispose off or redevelop Company s land properties and Undertaking or Undertakings Place Date Notes ELECTRONIC VOTING PARTICULARS Signature of the Member If you opt to cast your vote by e voting there is no need to fill up and sign this form ii Last date for receipt of Postal Ballot by the Scrutinizer Upto the close of working hours at 6 00 p m on 1 August 2014 iii For e voting please refer the instructions under E voting Facility in the Notice attached herewith iv Please read the instructions printed overleaf carefully before
5. to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution and to finalise and execute all the documents deeds and writings as may be necessary or expedient to give effect to this resolution By Order of the Board of Directors For The Indian Hume Pipe Company Limited S M Mandke Company Secretary Registered Office Construction House 2 floor 5 Walchand Hirachand Road Ballard Estate Mumbai 400 001 Date 27 May 2014 Notes The Explanatory Statement for the proposed Special Resolutions under Item No 1 amp 2 pursuant to Section 102 of the Companies Act 2013 read with Section 110 of the Companies Act 2013 setting out material facts are annexed herewith The Company has appointed Mr J H Ranade Practicing Company Secretary to act as the Scrutinizer for conducting the postal ballot process in a fair and transparent manner The Notice is being sent to all the Members whose names appear in the Register of Members list of Beneficial Owners as received from National Securities Depository Limited NSDL Central Depository Services India Limited CDSL on June 20 2014 In compliance with provisions of Section 108 of the Companies Act 2013 and Rule 20 of the Companies Management and Administration Rules 2014 the Company is pleased to provide its members the f
6. 1 THE INDIAN HUME PIPE COMPANY LIMITED CIN L51500MH1926PLC001255 Regd Office Construction House 2nd Floor 5 Walchand Hirachand Road Ballard Estate Mumbai 400001 Website www indianhumepipe com Tel 91 22 22618091 Fax 91 22 22656863 NOTICE OF POSTAL BALLOT NOTICE TO MEMBERS PURSUANT TO SECTION 110 OF THE COMPANIES ACT 2013 Notice is hereby given to the Members of The Indian Hume Pipe Company Limited the Company for seeking consent of Members of the Company by passing the following Special Resoultions through Postal Ballot 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 Creation of Charges Mortgages on the moveable and immoveable properties of the Company both present and future To consider and if thought fit to give assent or dissent to the following resolution as a Special Resolution RESOLVED THAT pursuant to the provisions of Section 180 1 a and all other applicable provisions of the Companies Act 2013 including any statutory modification or re enactment thereof for the time being in force the consent of the Members be and is hereby accorded to the Board of Directors hereinafter called the Board which term shall include a Committee of Directors constituted or to be constituted for this purpose and with the power to delegate suc
7. acility to exercise their right to vote by electronic means as an alternate mechanism For this purpose the Company has entered into an agreement with National Securities Depository Limited NSDL for facilitating e Voting in order to enable the Members to cast their votes electronically instead of dispatching postal ballot form Please note that e Voting is optional The instructions for e voting are as under 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 The said PDF file contains your user ID and password PIN for e voting Please note that the password is an initial password ii Launch 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 Itis 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 Voting Cycles vii Select EVEN of The Indian Hume Pipe Company 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
8. al Ballot Form can download Postal Ballot Form sent along with the email or download from the link www evoting nsdl com or from the Company s website www indianhumepipe com in about us Corporate Governance or seek duplicate Postal Ballot Form from M s Link Intime India Private Limited fill in the details and send the same to the Scrutinizer 10 In case shares are jointly held the postal ballot form should be completed and signed as per the specimen signature registered with the company by the first named Member and in his her absence by the next named Member 11 In case of shares held by companies trusts societies etc the duly completed Postal Ballot Form should be accompanied by a certified copy of the Board Resolution Authority letter together with attested specimen signature s of the duly authorized signatory ies giving requisite authority to the person voting on the Postal Ballot Form 12 A tick mark v should be placed in the relevant box signifying assent FOR or dissent AGAINST for the resolution as the case may be before mailing the Postal Ballot Form 13 The vote in this Postal Ballot cannot be exercised through proxy 14 The Scrutinizer s decision on the validity or otherwise of the Postal Ballot e voting will be final 15 Relevant documents referred to in the accompanying Notice are open for inspection by the Members at the Registered Office of the Company on all working days except Sundays
9. and at such time and on such terms as the Board may determine all or any of the moveable and or immovable properties of the Company both present and future and or the whole or substantially the whole or any part of the Undertaking s of the Company together with the power to take over the management of the business and concern of the Company in certain events of default in favour of the Banks Financial Institutions Non Banking Finance Companies NBFC and other Lender s Agent s and Security Trustees Debenture Trustees Trustee s etc for securing the borrowings availed to be availed by way of loan s in Foreign currency and or rupee currency and or securities in the nature of debts instruments issued to be issued by the Company from time to time The mortgage s or charge s on all or any part of the movable and or immovable properties of the Company may be deemed as the disposal of the whole or substantially the whole of the Undertaking or Undertakings of the Company and hence requires approval from the members of the Company by way of a Special Resolution Accordingly it is proposed to pass special resolution authorizing the Board of Directors to create mortgage s or charge s on the moveable and immoveable properties of the Company from time to time The Board of Directors recommend the special resolution for your approval through postal ballot None of the Directors Key Managerial Personnel or their relatives are
10. e Company Redevelop the land with residential and or commercial mix or otherwise Undertake development of land with a developer on revenue sharing basis area sharing basis profit sharing basis or in any combination thereof or otherwise Outright sale of the Undertaking or Undertakings land buildings The Board of Directors recommend the special resolution for your approval through postal ballot None of the Directors Key Managerial Personnel or their relatives are in any way concerned or interested financially or otherwise in this resolution By Order of the Board of Directors For The Indian Hume Pipe Company Limited S M Mandke Company Secretary Registered Office Construction House 2 floor 5 Walchand Hirachand Road Ballard Estate Mumbai 400 001 Date 27 May 2014 THE INDIAN HUME PIPE COMPANY LIMITED CIN L51500MH1926PLC001255 Regd Office Construction House 2nd Floor 5 Walchand Hirachand Road Ballard Estate Mumbai 400001 Website www indianhumepipe com Tel 91 22 22618091 Fax 91 22 22656863 1 Name s amp registered address of the sole first named Member 2 Name s of the Joint Member s if any 3 i i Registered Folio No DP ID No amp Client ID No Applicable to Members holding shares in dematerialised form 4 Number of Share s held Applicable to Members holding shares in dematerialised form 5 We hereby exercise my our vote in
11. egistered their e mail addresses their User ld and Password is specified in the email sent to them on behalf of the Company by NSDL The soft copy of the Notice of Postal Ballot along with Postal Ballot Form have also been sent through email If you are already registered with NSDL for e voting then you can use your existing user ID and password for casting your vote Open internet browser by typing the following URL https www evoting nsdl com Click on Shareholder login Mention the user id and password noted in step 1 above Click login Password change menu appears Change the password with new password of your choice Note your new password It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential Home page of e Voting opens Click on e Voting Active Voting Cycles Select EVEN E Voting Event Number of The Indian Hume Pipe Company Limited for casting your vote Kindly note that vote once cast cannot be modified Now you are ready for e Voting as Cast Vote page opens Cast your vote by selecting appropriate option and click on Submit and also Confirm when prompted Upon confirmation the message Vote cast successfully will be displayed Kindly note that vote once cast cannot be modified Institutional amp Corporate Members i e other than individuals HUF NRI etc are required to send scanned copy PDF JPEG Format of the relevant B
12. eply envelope bears the name and postal address of the Scrutinizer appointed by the Company This Form should be completed and signed by the Member as per the specimen signature registered with the Company Depository Participants 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 In respect of shares held by Corporate and Institutional Members Companies Trusts Societies etc the completed Postal Ballot Form should be accompanied by a certified copy of the relevant Board Resolution appropriate authorization with the specimen signature s of the authorized signatory ies duly attested The consent must be accorded by recording the assent in the column FOR or dissent in the column AGAINST by placing a tick mark v in the appropriate column in the Postal Ballot Form The assent or dissent received in any other form shall not be considered valid Members are requested to fill the Postal Ballot Form in indelible ink and avoid filling it by using erasable writing medium s like pencil There will be one Postal Ballot Form for every folio Client id irrespective of the number of joint holders Duly completed Postal Ballot Form should reach the Scrutinizer not later than close of working hours i e 6 00 p m on 1 August 2014 All Postal Ballot Forms received after this date will be strictly treated as if the reply from such Member has not been received
13. er costs charges and expenses including any increase as a result of devaluation revaluation fluctuation in the rates of exchange and all other monies payable by the Company in terms of the Loan Agreement s Debenture Trust Deed s or any other document s deed s entered into or to be entered into between the Company and the Lender s Agents s and Trustee s etc in respect of such borrowings RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board of Directors Committee of the Company be and is hereby authorized to finalise settle and execute all such documents deeds writings papers and or agreements as may be required and do all such acts deeds matters and things as it may in its absolute discretion deem necessary proper or desirable 2 Disposal redevelopment of Undertaking s pursuant to Section 180 1 a of the Companies Act 2013 To consider and if thought fit to give assent or dissent to the following resolution as a Special Resolution RESOLVED THAT pursuant to the provisions of Section 180 1 a and all other applicable provisions of the Companies Act 2013 including any statutory modification or re enactment thereof for the time being in force and such other approvals consents permissions or sanctions of any other appropriate authority or entity including but not limited to Banks Financial Institutions Lenders Security Trustees Debentures Trustees State Govern
14. exercising your vote EVEN E Voting Event Number USER ID PASSWORD PIN INSTRUCTIONS General Instructions 1 2 3 Members have option to vote either through Postal Ballot Form or through e voting If a member has opted for Physical Postal Ballot then he she should not vote by e voting and vice versa However in case Shareholders cast their vote through both physical postal ballot and e voting then vote cast through physical postal ballot shall be considered and vote cast through e voting shall be treated as invalid The notice of Postal Ballot E voting is dispatched e mailed to the members whose names appear on the Register of Members as on 20 June 2014 and voting rights shall be reckoned on the paid up value of the shares registered in the name of the members as on the said date Voting in the Postal ballot e voting cannot be exercised by a proxy However corporate and institutional members shall be entitled to vote through their authorised representatives with proof of their authorization as stated below Instructions for voting physically by Postal Ballot Form 1 2 3 10 11 12 13 A Member desiring to exercise vote by Postal Ballot should complete this Postal Ballot Form no other form or photocopy thereof is permitted and send it to the Scrutinizer Mr J H Ranade Practicing Company Secretary in the enclosed self addressed and pre paid envelope The self addressed business r
15. h authority to any person or persons authorised by the Board to mortgage and or charge in addition to mortgages charges created to be created by the Company in such form and manner and with such ranking whether exclusive pari passu subservient or otherwise and at such time and on such terms as the Board may determine on all or any of the moveable and or immovable properties of the Company both present and future and or the whole or substantially the whole or any part of the Undertaking s of the Company together with the power to take over the management of the business and concern of the Company in certain events of default in favour of the Banks Financial Institutions Non Banking Finance Companies NBFC and other Lender s Agent s and Security Trustees Debenture Trustees Trustee s etc for securing the borrowings availed to be availed by way of loan s in Foreign currency and or Rupee currency and or securities in the nature of debts instruments issued to be issued by the Company from time to time subject to the limits approved by the Company under Section 180 1 c of the Companies Act 2013 from time to time for due repayment of sums of money together with interest additional interest compound interest accumulated interest liquidated damages commitment charges premium on prepayment remuneration of the Agent s Security Trustees Debenture Trustees Trustee s etc premium if any on redemption all oth
16. heir Depository Participants are being sent Notice of Postal Ballot by e mail and Shareholders who have not registered their e mail id will receive Notice of Postal Ballot along with Postal Ballot Form Members who have not registered their e mail addresses so far are requested to register their e mail address so that they can receive the Annual Report and other communication from the Company electronically Kindly note that the Shareholders can opt only one mode of voting i e either by Physical Ballot or e voting If members are opting for e voting then they can not vote by Physical Ballot also and vice versa However in case Shareholders cast their vote by Physical Ballot and e voting then voting done through valid Physical Postal Ballot shall prevail and voting done by e voting will be treated as invalid Shareholders exercising their vote by physical Postal Ballot are requested to carefully read the instructions printed in the Postal Ballot Form and return the Form duly completed and signed in the enclosed self addressed business reply envelope to the Scrutinizer so as to reach the Scrutinizer on or before the close of working hours on 1 August 2014 6 00 p m Please note that all postal ballot forms received after 1s August 2014 6 00 p m will be strictly treated as if the reply from the member has not been received 9 Shareholders who have received Postal Ballot Notice by e mail and who wish to vote through Physical Post
17. ls of the folio which may be used for sending future communication s vi The e voting period commences on 2 July 2014 9 00 a m and ends on 1 August 2014 6 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 20 June 2014 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 shareholder shall not be allowed to change it subsequently Further the Members who have cast their vote electronically shall not vote by way postal ballot form viii The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut off date of 20 June 2014 viii Mr J H Ranade Practicing Company Secretary has been appointed as the Scrutinizer to scrutinize the e voting process and physical postal ballot in a fair and transparent manner ix The Scrutinizer shall within a period not exceeding three 3 working days from the conclusion of the e voting period unblock the votes in the presence of at least two 2 witnesses not in the employment of the Company and make a Scrutinizer s Report of the votes cast in favour or against if any forthwith to the Chairman of the Company Shareholders who have registered their e mail IDs with t
18. ment s etc as the case may be the consent of the Members be and is hereby accorded to the Board of Directors hereinafter called the Board which term shall include a Committee of Directors constituted or to be constituted for this purpose and with the power to delegate such authority to any person or persons authorised by the Board to sell lease or otherwise dispose off the whole or substantially the whole of the Undertaking or Undertakings of the Company and deal with the land and properties with superstructure thereon in any one or with any combination thereof as under and use its sale proceeds for business activities of the Company Redevelop the land with residential and or commercial mix or otherwise Undertake development of land with a developer on revenue sharing basis area sharing basis profit sharing basis or in any combination thereof or otherwise Outright sale of the Undertaking or Undertakings land buildings RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board be and is hereby authorized on behalf of the Company to do all acts deeds matters and things and to settle any question difficulty or doubt that may arise with regard to such dealing with the Undertaking s land plots buildings properties with superstructure thereon or otherwise and reconsider the matter due to change in circumstances as it may in its absolute discretion deem fit without being required
19. oard 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 ihppostalballot indianhumepipe com with a copy to evoting nsdl co in on or before 1 August 2014 The e voting period commences on 2 July 2014 9 00 a m and ends on 1 August 2014 6 00 p m The e voting module will be disabled by NSDL for voting thereafter In case of any queries you may refer to the Frequently Asked Questions FAQs for Shareholders and evoting user manual for Shareholders available at the Downloads section of www evoting nsdl com
20. upto 1st August 2014 16 You are requested to carefully read the instructions printed in the Postal Ballot Form and return the Form duly completed with the assent FOR or dissent AGAINST In the attached pre paid envelope so as to reach the Scrutinizer s not later than close of working hours on 1st August 2014 to be eligible for being considered failling which it will be strictly treated as if no reply has been received from the Member The Scrutinizer will submit his report to the Chairman appointed by the Board after completion of the scrutiny and the results of postal ballot will be announced on or before 7th August 2014 at the registered office of the Company at Construction House 2 floor 5 Walchand Hirachand Road Ballard Estate Mumbai 400 001 The resoultions shall be taken as passed effectively on the date of declaration of the result The Results declared along with the Scrutinizer s Report shall be placed on the Company s website www indianhumepipe com and on the website of NSDL within two 2 days of passing of the resolutions and communicated to the Stock Exchanges EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013 Item No 1 As per provisions of Section 180 1 a of the companies Act 2013 members consent by way of special resolution is required for mortgaging and or charging in such form and manner and with such ranking whether exclusive pari passu subservient or otherwise
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