Postal Ballot Notice - Insecticides (India)
Contents
1. Shareholders who have received Postal Ballot Notice by e mail and who wish to vote through Physical Postal Ballot Form can download Postal Ballot Form from the link https www insecticidesindia com or seek duplicate Postal Ballot Form from M s Alankit Assignments Limited Alankit House E 21 Jhandewalan Extension New Delhi 110 055 or Insecticides India Limited 401 402 Lusa Tower Azadpur Commercial Complex Azadpur Delhi 110 033 fill in the details and send the same to the Scrutinizer 8 Kindly note that the Shareholders can opt ONLY ONE MODE OF VOTING i e either by Physical Ballot or E voting If you are opting for E voting then do 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 Physical Postal Ballot shall prevail and voting done by e voting will be treated as invalid 9 Shareholders desiring to exercise 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 The postage cost will be borne by the Company However envelopes containing Postal Ballots if sent by courier or registered speed post at the expense of the Shareholders will also be accepted 10 The voting rights of Shareholders shall be in proportion to their shares of the Paid up Equity Share2. Capital of the Company as on Friday November 21 2014 11 M s Akash Gupta amp Associates Practising Company Secretary ACS No 30099 and CP No 11038 has been appointed as Scrutinizer to scrutinize the e voting and Postal Ballot process in a fair and transparent manner 12 The Scrutinizer shall within a period of not exceeding three working days from the conclusion of the e voting period unlock the votes in the presence of at least two witnesses not in the employment of the Company and make a Scrutinizer s Report of the votes cast in favour of or against if any forthwith to the to the Chairman of the Company 13 The result of the Postal Ballot shall be declared by the Chairman or in his absence by any other person so authorized by the Chairman on Saturday January 10 2014 at 2 00 p m at the Registered Office of the Company at 401 402 Lusa Tower Azadpur Commercial Complex Azadpur Delhi 110 033 and the resolution will be taken as passed effectively on the date of announcement of the result by the Chairman if the results of the Postal Ballots indicates that the requisite majority of the Shareholders had assented to the Resolution Members who wish to be present at the venue at the time of declaration of the result are welcome to do so The result of the Postal Ballot shall also be announced through a newspaper advertisement and hosted on the website of the Company www insecticidesindia com and on the website of CDSL www evotin
3. respective Depository Participants and in the case of Members who hold equity shares in physical form the share certificates in respect of the Bonus Shares shall be dispatched within such time as prescribed by law and the relevant authorities RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board be and is hereby authorised to do all such acts deeds matters and things as may be deemed necessary and settle any or all questions matters arising with respect to the above matter and to execute all such deeds documents agreements and writings as may be necessary for the purpose of giving effect to this resolution and take such further incidental and ancillary steps as may be considered desirable or expedient by the Board Item No 4 Approval under Section 180 1 a of the Companies Act 2013 To consider and if thought fit to pass with or without modification s the following resolution as a Special Resolution RESOLVED THAT in supersession of the resolution passed at 17th Annual General Meeting of the Company held on 19th September 2014 and pursuant to the provisions of Section 180 1 a and other applicable provisions if any of the Companies Act 2013 and other Rules made thereunder subject to such approval consents sanctions and permissions as may be necessary and the Articles of Association of the Company and all other provisions of applicable laws the consent of the Company be and is hereby accorded to
4. this notice include votes received electronically Upon completion of the scrutiny of Postal Ballots the Scrutinizer will submit his report to the Chairman of the Company The result of the Postal Ballot will be announced on Saturday January 10 2015 at the Registered Office of the Company Special Business Item No 1 Increase in the Authorised Share Capital and consequent alteration of Memorandum of Association of the Company To consider and if thought fit to pass with or without the modification s the following resolution as an Ordinary Resolution RESOLVED THAT pursuant to the provisions of Section 13 61 64 and all other applicable provisions if any of the Companies Act 2013 read with the relevant Rules thereof including any statutory modification s or re enactment s thereof for the time being in force and pursuant to the provisions of the Memorandum and Articles of Association of the Company the existing Authorised Share Capital of the Company of Rs 15 00 00 000 Rupees Fifteen Crore only divided into 1 50 00 000 One Crore Fifty Lacs Equity Shares of Rs 10 Rupees Ten each be and is hereby increased to Rs 25 00 00 000 Rupees Twenty Five Crore only comprising of 2 50 00 000 Two Crore Fifty Lacs Equity Shares of Rs 10 Rupees Ten each ranking pari passu in all respect with the existing Equity Shares of the Company RESOLVED FURTHER THAT the Memorandum of Association of the Company be altered in the following manne
5. D THAT in supersession of earlier passed the resolution in this regard and subject to the provisions of Section 186 of the Companies Act 2013 and any Rules made thereunder and subject to such approvals consents sanctions and permissions as may be necessary approval of the Company be and is hereby accorded to a give loan to any person or body corporate s b acquire any guarantee or provide security in connection with a loan made by any body corporate s or person and c acquire by way of subscription purchase or otherwise securities of any body corporate s exceeding i 60 of the aggregate of paid up share capital free reserves and securities premium account or ii 100 of free reserves and securities premium account whichever is more provided that the aggregate amount of such loan guarantee security or acquisition outstanding at any time shall not exceed Rs 50 Crore Rupees Fifty Crore only RESOLVED FURTHER THAT the Board of Directors of the Company hereinafter referred to as the Board or a Committee appointed by it or any person authorized by the Board or such Committee shall be entitled to decide and finalize the terms and conditions including the amount or limit in respect of each transaction in connection with such loan guarantee security or acquisition within the limit approved as aforesaid RESOLVED FURTHER THAT the Board or Committee or the person authorized as aforesaid shall be entitled to exercise all such powe
6. LS Members who have not updated their PAN with the Company Depository Participant are requested to use the first two letters of their name and the sequence number in the PAN field In case the sequence number is less than 8 digits enter the applicable number of 0 s before the number after the first two characters of the name Eg If your name Amit Kumar with sequence number 1 then enter AM00000001 in the PAN field Please enter any one of the details in order to login Incase either of the details are not recorded with the depository please enter the demat ID folio number as above mention in the Dividend Bank details field j Now you are ready for e voting as Cast Vote page opens Voting period commences on Thursday January 1 2015 10 00 a m and ends on Saturday January 3 2015 5 00 p m k 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 Once you have voted on the resolution you will not be allowed to modify your vote 1 Institutional Shareholders i e other than Individuals HUF NRI etc are required to send scanned copy in 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 at investor insecticidesindia com with a cop
7. Number CIN L65991DL1996PLC083909 Registered amp Corporate Office 401 402 Lusa Tower Azadpur Commercial Complex Delhi 110033 Website www insecticidesindia com Email investor insecticidesindia com Telefax 91 11 27679700 04 POSTAL BALLOT FORM Serial No 1 Name s in block letters of the Shareholder s 2 Names of the Joint Member s if any 3 Registered address of the Sole First named Shareholder 4 Registered Folio No DP ID No Client ID No 5 Number of Equity Shares held 6 I We hereby exercise my our vote in respect of the Ordinary Resolution s or Special Resolution s to be passed through Postal Ballot in respect of business stated in the Notice of the Company by sending my our assent or dissent to the said Resolutions by placing V mark at the appropriate place boxes below Description No of I We assent to I We Dissent to Shares the Resolution the Resolution For Against Item No 1 Ordinary Resolution under Section 13 61 64 of the Companies Act 2013 for increase the Authorised Share Capital of the Company from Rs 15 Crore to Rs 25 Crore and consequent alteration in MOA Item No 2 Special Resolution under Section 13 of the Companies Act 2013 for amending Object Clause HI in the Memorandum of Association of the Company Item No 3 Special Resolution under Section 63 of the Companies Act 2013 for issue of Bonus Shares Item No 4 Special Resolution under S
8. ares are listed 10
9. d to as the Board for capitalization of a sum not exceeding Rs 19 03 50 000 Rupees Nineteen Crore Three Lacs Fifty Thousand only from the Securities Premium Account Free Reserves or any other permitted reserves surplus of the Company as may be decided by the Board of Directors for the purpose of issue of Bonus Shares of Rs 10 Rupees Ten each credited as fully paid up to the holders of the Equity Shares of the Company whose names appear on the Register of Members or in the respective beneficiary account with their respective Depository Participants on the Record Date to be determined by the Board in the proportion of 1 One Bonus Equity Share of Rs 10 Rupees Ten each for every 2 Two fully paid up Equity Share of Rs 10 Rupees Ten each held by Member and that the Bonus Shares so distributed shall for all purposes be treated as an increase in the paid up capital of the Company held by each such Member RESOLVED FURTHER THAT the Bonus Shares so allotted shall rank pari passu in all respects including dividend with the existing equity shares of the Company RESOLVED FURTHER THAT the Bonus Shares so allotted shall always be subject to the terms and conditions contained in the Memorandum and Articles of Association of the Company RESOLVED FURTHER THAT in the case of Members who hold equity shares in dematerialized form the Bonus Shares shall be credited to the respective beneficiary accounts of the Members with their
10. ection 180 1 a of the Companies Act 2013 for sale lease mortgage hypothecate or create charge on its property of the Company Item No 5 Special Resolution under Section 186 of the Companies Act 2013 for inter corporate loans investments guarantees and provide securities Place Date Signature of the Shareholder ELECTRONIC VOTING PARTICULARS EVSN USER ID PASSWORD PIN E Voting Event Number 141124011 Folio No PAN Note 1 Please read carefully the instructions printed overleaf before filling the Ballot Form 2 Please tear of the portion as indicated on the form and send your Postal Ballot in the printed envelop enclosed herewith so as to reach on or before January 3 2015 NOTES INSTRUCTIONS 1 Shareholders desiring to exercise vote by Postal Ballot may complete this Postal Ballot Form and send it to M s Akash Gupta amp Associates Practising Company Secretary ACS No 30099 and CP No 11038 in the attached pre Paid self addressed envelope at the address mentioned therein Postage in born and paid by the Company However envelopes containing postal ballot if sent by courier or any other mode at the expenses of the registered shareholders will also be accepted 2 Duly completed Postal Ballot Form should reach the Scrutinizer not later than the close of working hours 5 00 p m on January 3 2015 All Postal Ballot Forms received after this date will be strictly treated as if
11. f Listing Agreement and provisions of Section 108 and 110 of the Act read with the Companies Management and Administration Rules 2014 the Company is pleased to offer e voting facility as an alternate for all the Shareholders of the Company For this purpose the Company has entered into an agreement with Alankit Assignments Limited for facilitating e voting to enable the Shareholders to cast their votes electronically instead of dispatching Postal Ballot Form E voting is optional The instructions for Shareholders for E voting are as under In case of Shareholder s receiving e mail from CDSL a For Shareholder s whose email address is registered open the attached PDF file IIL e voting pdf by giving your Client Id in case you are holding share s in demat mode or Folio No in case you are holding shares in physical mode as default password which contains your User Id and Password for e voting b For Shareholders who have not registered their email ids please refer to the user id and password printed on the Postal Ballot Form c Please note that the password is an initial password d Open internet browser by typing the URL https evotingindia co in e Click on Shareholder Login f Put user ID and password as initial password noted in step a above and click Login g Password change menu appears Change the password with new password of your choice with minimum 8 characters consisting of atleast one up
12. for an amount not exceeding the borrowing limit of Rs 800 Crore Rupees Eight Hundred Crore only The Board recommended the Special Resolution for your approval None of the Directors Key Managerial Personnel of the Company and their relatives is any way concerned or interested financially or otherwise in the proposed Special Resolution Item No 5 The Company has passed the resolution in previous years under Section 372A of the Companies Act 1956 and had authorized to the Board of Directors to advance loan make investment give guarantee security up to 60 of the paid up share capital and free reserves of the Company or 100 of free reserves of the Company whichever is more Section 372A a under the Companies Act 1956 has been now replaced by Section 186 of the Companies Act 2013 effective from April 1 2014 The proposed resolution is therefore placed for the purpose of fulfilling the conditions laid down in Section 186 of the Companies Act 2013 and authorizing to make loan and investments up to Rs 50 Crore The Board recommended the resolution for your approval None of the Directors Key Managerial Personnel of the Company and their relatives is any way concerned or interested financially or otherwise in the proposed resolution By order of the Board of Directors Insecticides India Limited Pankaj Gupta Company Secretary Place Delhi Date December 2 2014 insecticides INDIA LIMITED Corporate Identification
13. gindia co in within two days of passing of resolution and will be communicated to the Stock Exchange where the Company s shares are listed 14 A copy of the documents referred to in the accompanying Explanatory Statement is open for inspection at the Registered Office of the Company on all working days except Saturday amp Sunday between 11 00 a m and 1 00 p m up to the date of declaration of the result of Postal Ballot 15 Once the vote on a resolution is cast by the Shareholder the Shareholder shall not be allowed to subsequently change it EXPLANATORY STATEMENT Pursuant to the provisions of Section 102 of the Companies Act 2013 Item No 1 Presently the existing Authorised Share Capital of the Company is Rs 15 00 00 000 Rupees Fifteen Crore only divided into 1 50 00 000 One Crore Fifty Lacs Equity Shares of Rs 10 Rupees Ten each In order to augment further capital raise it is necessary to increase the Authorised Share Capital to Rs 25 00 00 000 Rupees Twenty Five Crore only comprising of 2 50 00 000 Two Crore Fifty Lacs Equity Shares of Rs 10 Rupees Ten each The alteration to the Capital Clause of Memorandum of Association of the Company is consequent upon increase in the Authorised Share Capital In order to accommodate the increased Paid up Capital consequent to the proposed Bonus Issue the Authorised Share Capital of the Company needs to be increased A change to the Authorised Share Capital of the Co
14. iday November 21 2014 during the e voting period Shareholders of the Company holding shares in physical form and dematerialized form as on Friday November 21 2014 may cast their vote electronically 4 Members while exercising their vote by Postal Ballot are requested to carefully read the instructions printed in the Postal Ballot Form and return the same duly completed in the attached postage pre paid self addressed envelope Unsigned Postal Ballot Form s will be rejected Postage will be borne and paid by the Company However Postal Ballot Form s if sent by courier or by registered post at the expense of the Member s will also be accepted The Postal Ballot Form s may also be deposited personally at the address given thereon The duly completed Postal Ballot Form s should reach the Scrutinizer on or before Saturday January 3 2015 at 5 00 p m to be eligible for being considered failing which it will be strictly treated as if no reply has been received from the Member s 5 The Notice of Postal Ballot will be available on the Company s website at www insecticidesindia com and on the website of the CDSL www evotingindia co in for inspection and downloading by the Shareholders of the Company Business to be transacted at the meeting may be transacted through electronic voting system and the Company is providing facility for voting by electronic means 6 The Company also offers e voting facility In compliance with Clause 35B o
15. insecticides INDIA LIMITED Corporate Identification Number CIN L65991DL1996PLC083909 Registered amp Corporate Office 401 402 Lusa Tower Azadpur Commercial Complex Delhi 110033 Website www insecticidesindia com Email investor insecticidesindia com Telefax 91 11 27679700 04 Postal Ballot Notice Dear Shareholders Notice is hereby given pursuant to Section 110 and other applicable provisions if any of the Companies Act 2013 read with Rule 22 of Companies Management and Administration Rules 2014 including any statutory modification or re enactment thereof for the time being in force Company seeks approval of its Members for the proposed resolutions by way of Postal Ballot E voting A statement setting out material facts pursuant to Section 102 of the Act is annexed to this notice The Company has appointed M s Akash Gupta amp Associates Practising Company Secretary ACS No 30099 and CP No 11038 as Scrutinizer for conducting the Postal Ballot in fair and transparent manner Please read carefully the instructions printed on Postal Ballot Form and return the form duly completed in all aspects in the enclosed self addressed pre paid postage envelope so as to reach the Scrutinizer on or before Saturday January 3 2015 Members desiring to opt for e voting as per facilities arranged by the Company are requested to read the notes to the notice and instructions overleaf the Form References to Postal Ballots in
16. m should be completed and signed as per the specimen signature registered with the Company by the first named Shareholder and in his absence by the next named Shareholder 10 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 11 In case shares are held by the companies trusts societies etc The duly completed Postal Ballot Form should be accompanied by a certified true copy of Board Resolution Authorisation 12 Voting rights shall be reckoned in proportion to the paid up equity shares registered in the name of the Member as on Friday November 21 2014 13 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 except giving their assent or dissent and putting their signature If any such other paper is sent the same will be destroyed by the Scrutinizer 14 Incomplete unsigned or incorrectly ticked Postal Ballot Forms will be rejected 15 The results of the voting on Resolution will be announced on Day Date and Time at the Registered Office of the Company The results will be posted on the Company s website www insecticidesindia com and on the website of CDSL www evotingindia co in besides communicating to the Stock Exchanges where the Company s sh
17. mpany necessitates an amendment to Clause V of the Memorandum of Association of your Company As per the provisions of the Companies Act 2013 any increase in Authorised Share Capital and consequent amendment to the Memorandum of Association of the Company requires consent and approval of the Members of the Company The Board of Directors recommend the Resolution to be passed as an Ordinary Resolution as set out in Item No 1 of the Notice for approval by the Members None of the Promoters Directors Key Managerial Personnel or their relatives are interested in the Ordinary Resolution of the accompanying Notice The Memorandum of Association referred herein above shall be open for inspection at the Registered Office of the Company on all working days except Saturday amp Sunday between 11 00 a m to 1 00 p m up to the date of declaration of the result of Postal Ballot Item No 2 Your Company is engaged in manufacturing and marketing of all kinds of technical grade pesticides formulation grade pesticides agro chemicals Further In order to comply with the provisions of Section 4 1 c 13 and other applicable provisions if any of the Companies Act 2013 the Company needs to delete the other Objects Clause from the Memorandum of Association The modification in the Memorandum of Association is carried out to give effect to the provisions of the Companies Act 2013 The alteration of the main Object Clause and deletion of other Object Clau
18. ng with respect to the above matter and to execute all such deeds documents agreements and writings as may be necessary for the purpose of giving effect to this resolution and take such further incidental and ancillary steps as may be considered desirable or expedient by the Board RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred to any Committee of Directors or the Chairperson or any other Director s or Officer s of the Company to give effect to this resolution Item No 3 Issue of Bonus Shares To consider and if thought fit to pass with or without the modification s the following resolution as a Special Resolution RESOLVED THAT in accordance with Section 63 of the Companies Act 2013 and all other applicable provisions if any of the Companies Act 2013 read together with the SEBI Issue of Capital and Disclosure Requirements Regulations 2009 as amended from time to time and other applicable regulations guidelines issued by the Securities and Exchange Board of India SEBI in this behalf and pursuant to Articles of Association of the Company and all other provisions of applicable laws and subject to such approvals consents permissions and sanctions as may be necessary from appropriate authorities consent and approval of the Members of the Company be and is hereby accorded to the Board of Directors of the Company including any Committee thereof hereinafter referre
19. no reply has been received from the Member 3 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 2 above 4 Their shall be one Postal Ballot for every folio irrespective of the number of joint holders A proxy shall not exercise the Postal Ballot Voting rights be reckoned on the paid up value of shares registered in the name of the Shareholders on the date of dispatch of this notice 5 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 e voting shall prevail and vote cast through Physical Postal Ballot shall be considered as invalid 6 Any query in relation to the Resolutions proposed to be passed by Postal Ballot may be addressed to Mr Pankaj Gupta Company Secretary 7 The Scrutinizer s decision on the validity of a Postal Ballot e voting shall be final and binding 8 The Shareholder s are requested to put tick mark V at the appropriate box given at the Postal Ballot Form The assent or dissent received in any other form shall not be considered valid 9 This form should be completed and signed by the Shareholder In case of joint holding this for
20. of Directors to complete all the regulatory formalities prescribed by SEBI Stock Exchanges on which the shares of the Company are listed and or any other regulatory or statutory authority in connection with the issue of Bonus Shares The Board recommend the Special Resolution as set out in item No 3 of the Notice for the approval of the Members None of the Directors Key Managerial Personnel of the Company or their relatives are deemed to be interested or concerned in the proposed Special Resolution except to the extent of equity shares that will be allotted to them pursuant to the Bonus Issue Item No 4 Your Company is exploring various opportunities for all round growth of the Company through expansion diversification by taking up various projects in India With a view to meet the capital expenditure and other funds requirement for above purposes the Company would be required to borrow funds from time to time by way of loans and or issue of Bonds Debentures or other Securities from various lenders The borrowing facilities would also be required to be secured by selling leasing creation of mortgage hypothecation and or charge in favour of the lenders on such movable and immovable properties of the Company present and future as may be decided mutually agreed with the lenders Therefore your Directors propose to pass a resolution under Section 180 1 a of the Companies Act 2013 for creation of mortgage hypothecation and or charge
21. per case A Z one lower case a z one numeric value 0 9 and a special character 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 h Home page of e voting opens Click on e voting Active Voting Cycles i Select EVSN i e E Voting Sequence Number of Insecticides India Limited Now Enter your User ID For CDSL 16 digit beneficiary ID For NSDL 8 Character DP ID followed by 8 digits Client ID Members holding shares in Physical Form should enter Folio Number registered with the Company and then enter the Captcha Code as displayed and Click on Login If you are holding shares in Demat form and had logged on to www evotingindia co in and casted your vote earlier for EVSN of any company then your existing password is to be used If you are a first time user follow the steps given below Now fill up the following details in the appropriate boxes PAN Enter your 10 digit alpha numeric PAN issued by Income Tax Department in Capital Applicable for both demat shareholders as well as physical shareholders DOB Enter the Date of Birth as recorded in your demat account or in the Company records for the said demat account or folio in dd mm yyyy format DIVIDEND Enter the Dividend Bank Details as recorded in your demat account or in BANK the Company records for the said demat account or folio DETAI
22. quired or suggested by any of such appropriate authorities which term s condition s amendment s or modification s the Board of Directors hereinafter referred to as the Board which term shall include any Committee or one or more Directors is authorized to accept as it may deem fit consent of the Members of the Company be and is hereby given for alteration of the main Object Clause of Memorandum of Association of the Company by substitution of the existing Clause II A 1 of the Objects Clause of the Memorandum of Association of the Company with the following new Clause II A 1 RESOLVED FURTHER THAT pursuant to the provisions of Section 4 13 and all other applicable provisions if any of the Companies Act 2013 including any amendment thereto or re enactment thereof and subject to necessary approval s if any from the competent authorities the other Objects Clause of the Memorandum of Association of the Company be removed by completely deleting the clause HI C 1 to III C RESOLVED FURTHER THAT the existing Memorandum of Association of the Company duly modified as aforesaid or as suggested by any appropriate authority and accepted by the Board be adopted as the Memorandum of Association of the Company RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board be and is hereby authorised to do all such acts deeds matters and things as may be deemed necessary and settle any or all questions matters arisi
23. r i e existing Clause V of the Memorandum of Association be substituted with the following new Clause V V The Authorised Share Capital of the Company is Rs 25 00 00 000 Rupees Twenty Five Crore only divided into 2 50 00 000 Two Crore Fifty Lacs Equity Shares of face value of Rs 10 Rupees Ten each RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution the Board be and is hereby authorized to do all such acts deeds matters and things and to give such directions as may be necessary or expedient and to settle any question difficulty or doubt that may arise in this regard as the Board in its absolute discretion may deem necessary or desirable and its decision shall be final and binding Item No 2 Alteration of the Objects Clause III of Memorandum of Association of the Company To consider and if thought fit to pass with or without modification s the following resolution as a Special Resolution RESOLVED THAT pursuant to the provisions of Section 13 and other applicable provisions if any of the Companies Act 2013 hereinafter referred to as the Act including any statutory modification s or re enactment s thereof for the time being in force read with Section 110 of the Act and the Rules made thereunder and subject to such other requisite approvals if any in this regard from appropriate authorities and subject to such further term s condition s amendment s or modification s as may 1 be re
24. re Three Lacs Fifty Thousand only The existing Issued Subscribed and Paid up Share Capital of the Company shall be increased after capitalization of a sum not exceeding Rs 19 03 50 000 Rupees Nineteen Crore Three Lacs Fifty Thousand only from the Securities Premium Account Free Reserves or any other permitted reserves surplus as per the Audited Accounts of the Company The fully paid up Bonus Shares shall be distributed to the Members of the Company whose names appear on its Register of Members or in the respective beneficiary account with their relative Depository Participants on the Record Date for issue of Bonus Shares to determine the eligibility of Shareholders entitled to receive the Bonus Shares which will be intimated to the Stock Exchanges and advertised in the News Paper The Bonus Shares so allotted shall rank pari passu in all respects with the existing equity shares of the Company The proposal for issuance of Bonus Shares is beneficial to the Members of the Company as well as to the Company In terms of Articles of Association of the Company any capitalization of Reserves will require the approval of Shareholders The proposed issue of Bonus Shares will be made in accordance with the provisions of Companies Act 2013 and guidelines issued by the Securities Exchange Board of India from time to time and subject to such approvals if required from the statutory authorities Further it is necessary to authorize the Board
25. rs and authorities and to execute all deeds documents and other writings and to do all such acts deeds matters and things as may be necessary relevant usual customary and or expedient for implementing and giving effect to the aforesaid resolution RESOLVED FURTHER THAT so long as the aggregate outstanding amounts of the loan guarantee security or acquisition are at any time within the limit aforesaid nothing herein contained shall be deemed to restrict the power of the Board to give fresh loans guarantees or securities or to make fresh acquisitions without the need for any further prior approval for any fresh or additional loan guarantee security or acquisition or any variation extension or renewal thereof or any alteration of any term or condition thereof By order of the Board of Directors Insecticides India Limited Pankaj Gupta Company Secretary Place Delhi Date December 2 2014 Notes 1 Pursuant to Section 102 of the Companies Act 2013 the Explanatory Statement setting out material facts and reasons for the proposed Special Business are appended herein 2 The Postal Ballot Notice is being sent to all the Members of the Company whose names appear on the Register of Members list of Beneficial Owners as received from National Securities Depository Limited NSDL Central Depository Services India Limited CDSL on Friday November 21 2014 3 The Record Date for the purpose of sending Postal Ballot Notice is Fr
26. se of the Memorandum of Association of the Company needs approval of Shareholders of the Company The Board of Directors of the Company recommends the resolution to be passed as a Special Resolution as set out in Item No 2 of the accompanying Notice for approval of the Members through Postal Ballot None of the Directors Key Managerial Personnel of the Company or their relatives are deemed to be interested or concerned in the said Special Resolution Further revised set of Memorandum of Association after incorporating above amendment as approved by the Board is available for inspection at the Registered Office of the Company on all working days except Saturday amp Sunday between 11 00 a m and 1 00 p m Item No 3 The proposal for issuance of Bonus Shares is made to provide liquidity to the Equity Shares by increasing the available number of Equity Shares in the market and also to reward the Members by allotting Bonus Shares The Board of Directors of the Company in their meeting held on October 30 2014 have recommended for the consent and approval of the Members for the issue of Bonus Shares to the holders of Equity Share s of the Company in the ratio of 2 1 i e One Bonus Equity Share of Rs 10 Rupees Ten each for every two fully paid up Equity Share of Rs 10 Rupees Ten each held by increasing the existing Issued Subscribed and Paid up Share Capital of the Company by a sum not exceeding Rs 19 03 50 000 Rupees Nineteen Cro
27. the Board of Directors of the Company which herein after referred to as the Board to sell lease mort gage hypothecate and or charge in addition to the existing sell lease mortgages hypothecation charges created by the Company on such terms and conditions as the Board may deem fit on all any part of movable and or immovable properties of the Company wherever situated both present and future and or the whole or substantially the whole of the undertaking of the Company in favour of Banks Financial Institutions Corporate Bodies and or Lending Agencies or other persons to secure the loans and other credit facilities together with interest cost charges expenses and any other money payable by the Company upto a sum not exceeding Rs 800 Crore Rupees Eight Hundred Crore only RESOLVED FURTHER THAT the Board be and is hereby authorized to finalize with such Banks Financial Institutions Lending Agencies and or any other person the documents for creating or modifying the aforesaid mortgage charge and or hypothecation and to do all such acts matters deeds and things as may be necessary or expedient for giving effect to this resolution and also to agree to any amendments changes variations thereto from time to time as it may think fit Item No 5 Approval under Section 186 of the Companies Act 2013 To consider and if thought fit to pass with or without modification s the following resolution as a Special Resolution RESOLVE
28. y marked to evotingindia co in m In case Shareholders desiring split voting i e voting FOR and AGAINST on the same resolution can do so by downloading Postal Ballot Form from the link https evotingindia co in or by obtaining duplicate Form from the Company s Registrar and Share Transfer Agent Alankit Assignments Limited Alankit House E 21 Jhandewalan Extension New Delhi 110 055 In case of Shareholders receiving Postal Ballot Form by Post i Initial password is provided as below at the bottom of the Postal Ballot Form EVSN USER ID PASSWORD PIN E Voting Event Number 141124011 Folio No PAN ii Please follow all steps from SI No a to k mentioned above to cast vote In case of any queries you may refer to the Frequently Asked Questions FAQs and e voting user manual for Members available at the website of E voting Platform Provider viz https evotingindia co in under help section or write an email to CDSL on 5 helpdesk evoting cdslindia com or on investor insecticidesindia com If you are already registered with Alankit Assignments Limited for e voting then you can use your existing user ID and password for casting your vote 7 Shareholders who have registered their e mail IDs for receipt of documents in electronic mode under the Green Initiative of Ministry of Corporate Affairs are being sent Notice of Postal Ballot by e mail and others are sent by post along with Postal Ballot Form
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