Postal Ballot Notice
Contents
1. 1980PLC010636 None of the Directors Key Managerial personnel or their relatives are in any way concerned or interested financially or otherwise in any resolution except as members By Order of the Board For Achal Investment Limited Sd Abhishek Kumar Whole Time Director Regd office 407 Prabhat Kiran Building Rajendra Place New Delhi 110008 Place New Delhi Date 26th October 2015 ACHAL INVESTMENTS LIMITED Regd Office 407 Prabhat Kiran Building Rajendra Place New Delhi 110008 Email achalinvest yahoo com Website www achalinvest com Tel Fax 91 11 32317170 CIN L65993DL1980PLC010636 POSTAL BALLOT FORM 1 Name s and Registered Address of the Sole First named Shareholder 2 Name s of the joint Shareholders if any 3 Registered Folio No DP ID amp Client ID No Applicable to Shareholder s holding shares in electronic form 4 No of Shares held Sr No 5 I We hereby exercise my our vote in respect of the Resolutions to be passed through postal ballot for the business stated in the Notice of the Company dated 26 10 2015 by sending my our assent or dissent to the said Resolutions by placing a tick v mark in the appropriate column below Item Description No of votes exercised I we I we dissent No corresponding to the assent to to the total number of the Resolution voting rights 1 Resolution AGAINST 1 Increase The Borrowing Powers Of The Company to R2. ACHAL INVESTMENTS LIMITED Regd Office 407 Prabhat Kiran Building Rajendra Place New Delhi 110008 Email achalinvest yahoo com Website www achalinvest com Tel Fax 91 11 32317170 CIN L65993DL1980PLC010636 NOTICE OF POSTAL BALLOT Pursuant to Section 110 of the Companies Act 2013 Dear Shareholders Notice is hereby given pursuant to section 110 of Companies Act 2013 read with rule 22 of Companies Management and Administration Rules 2014 that the draft resolutions set out below are proposed to be passed by Postal Ballot Accordingly the draft resolutions and the explanatory statement pursuant to Section 102 of the Act are being sent along with a Postal Ballot form to all the members physically and in addition through e mail to all members who has a registered e mail Id for consideration and consent As required under the provisions of Section 110 and other applicable provisions if any of the Act and the rules as applicable in that regard the Company is providing e voting facility as an alternative to sending the physical Postal Ballot Form and has engaged the services of National Securities Depository Limited NSDL to provide the e voting facility Accordingly instead of running Postal Ballot Form members may choose to cast their vote electronically through the NSDL e voting platform Instructions on E voting are enumerated as part of the Notice The Company has appointed Mr Dinesh Kumar Garg of M s Dinesh Kumar G
3. INCREASE THE BORROWING POWERS OF THE COMPANY To consider and if thought fit to pass with or without any modification s as may deem fit the following as a Special Resolution RESOLVED BY WAY OF SPECIAL RESOLUTION THAT pursuant to the provisions of Section 180 1 c and other applicable provisions if any of the Companies Act 2013 including any statutory modifications or re enactments thereof and rules made there under as may be amended from time to time and Articles of Association of the ACHAL INVESTMENTS LIMITED Regd Office 407 Prabhat Kiran Building Rajendra Place New Delhi 110008 Email achalinvest yahoo com Website www achalinvest com Tel Fax 91 11 32317170 CIN L65993DL1980PLC010636 Company the consent of the Company be and is hereby accorded to authorize the Board of Directors of the Company to borrow for the purposes of the Company s business any sum or sums of money from time to time at its discretion in accordance with the Memorandum and Articles of Association of the Company notwithstanding that such sum or sums of money together with the moneys already borrowed by the Company apart from temporary loans obtained or to be obtained from time to time from the Company s bankers in the ordinary course of Business may exceed the aggregate of the paid up capital of the Company and its free reserves that is to say reserves not set apart for any specific purpose provided the aggregate of all sums borrowed by the Boar
4. NTEES PROVIDING OF SECURITIES AND MAKING OF INVESTMENTS IN SECURITIES ACHAL INVESTMENTS LIMITED Regd Office 407 Prabhat Kiran Building Rajendra Place New Delhi 110008 Email achalinvest yahoo com Website www achalinvest com Tel Fax 91 11 32317170 CIN L65993DL1980PLC010636 To consider and if thought fit to pass with or without any modification s as may deem fit the following as a Special Resolution RESOLVED BY WAY OF SPECIAL RESOLUTION THAT pursuant to Section 186 and all other applicable provisions of the Companies Act 2013 read with the Companies Meetings of Board and its Powers Rules 2014 as may be amended from time to time and Articles of Association of the Company approval of the shareholders of the Company be and is hereby given to the Board of Directors for i giving any loan to any person or other body corporate ii giving any guarantee or providing security in connection with a loan to any other body corporate or person and or iii acquiring whether by way of subscription purchase or otherwise the securities of any other body corporate up to an amount the aggregate outstanding of which should not exceed at any given time Rs 60 crores which shall be over and above the limits as specified in Section 186 2 of the Companies Act 2013 and the aggregate outstanding amount of loans guarantees securities given provided to wholly owned subsidiary companies and or joint venture companies and investments m
5. ade in wholly owned subsidiary companies from time to time RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board of Directors be and is hereby authorized to negotiate and decide from time to time terms and conditions execute necessary documents papers agreements etc for investments to be made loans guarantees to be given and securities to be provided to any person and or anybody corporate do all such acts deeds matters and things as it may in its absolute discretion deem necessary proper or desirable settle any question difficulty or doubt that may arise in this regard and to delegate all or any of these powers to any Committee of Directors or Whole time Director or Director or officer of the Company or any other person RESOLVED FURTHER THAT a certify true copy of the resolution may be given to the concerned department s authority ies party ies etc By Order of the Board For Achal Investment Limited Sd Abhishek Kumar Whole Time Director Regd office 407 Prabhat Kiran Building Rajendra Place New Delhi 110008 Place New Delhi Date 26 October 2015 ACHAL INVESTMENTS LIMITED Regd Office 407 Prabhat Kiran Building Rajendra Place New Delhi 110008 Email achalinvest yahoo com Website www achalinvest com Tel Fax 91 11 32317170 CIN L65993DL1980PLC010636 NOTES 1 The Explanatory statement for the proposed resolutions under Item No 1 to 3 pursuant to section 102 of th
6. ard of Directors of the Company cannot except with the consent of the Company in a General meeting borrow moneys apart from temporary loans obtained from the Company s bankers in the ordinary course of business in excess of the aggregate of the paid up capital and its free reserves Further the said borrowings issue of securities may required to be secured by way of mortgage charge over all or any part of the movable and or immovable properties of the Company and as per provisions of Section 180 1 a of the Companies Act 2013 the mortgage or charge 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 of the Company and hence requires approval from the shareholders of the Company The Board of Directors had in its meeting held on 26 10 2015 considered and approved subject to the approval of the shareholders increasing the borrowing limits of the Company to Rs 60 crores and creation of security on the properties of the Company and recommends Resolution no 1 amp 2 of the accompanying Notice to the shareholders for their approval by way of special resolution In view of above you are requested to grant your consent to the special resolutions as set out in postal ballot notice dated 26 10 2015 of the Company None of the Directors Key Managerial Persons of the Company and their relatives is concerned or interested in the resolut
7. arg amp Co Chareterd Accountant having its office at 241 RG Mall Sector 9 Rohini Delhi 110085 as Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner You are requested to carefully read the instructions printed in the Postal ballot form annexed hereto and return the form duly completed in the attached self addressed postage prepaid envelope so as to reach the Scrutinizer at 241 RG Mall Sector 9 Rohini Delhi 110085 before the closing of working hours on 5 30 p m of 29th November 2015 Please note that Postal Ballot Form s received after the said date will be treated as not having been received The Scrutinizer will submit his report to the Chairman of the Company after completion of the Scrutiny The Result of the voting by Postal Ballot will be announced on 2 4 December 2015 at the registered office of the Company at 407 Prabhat Kiran Building Rajendra Place New Delhi 110008 The Result and the report of Scrutinizer on the postal ballot shall be communicated to the BSE Limited where the Equity shares of the Company are listed and will also be displayed on the Company s Website at www achalinvest com The Resolutions if approved will be taken as passed effectively on the date of declaration of result i e 2 December 2015 The said notice of Postal ballot and ballot form has also been placed on the Company s website viz www achalinvest com for perusal by the Members SPECIAL BUSINESS 1 TO
8. d from time to time and remaining outstanding shall not exceed at any point of time Rs 60 Crores Rupees Sixty Crores only RESOLVED FURTHER THAT the Board be and is hereby authorized to negotiate and finalise all the terms and conditions of all such moneys to be borrowed from time to time as to interest repayment securities etc as it may consider fit in the interest of the Company and to execute all agreements deeds undertakings etc and to do all such acts deeds matters and things as it may in its absolute discretion deem fit necessary desirable or expedient for giving effect to this Resolution RESOLVED FURTHER THAT a certify true copy of the resolution may be given to the concerned department s authority ies party ies etc 2 CREATION OF SECURITY ON THE PROPERTIES OF THE COMPANY IN FAVOUR OF THE LENDERS To consider and if thought fit to pass with or without any modification s as may deem fit the following as a Special Resolution RESOLVED BY WAY OF SPECIAL RESOLUTION THAT pursuant to Section 180 1 a and all other applicable provisions of the Companies Act 2013 and Rules made there under as may be amended from time to time and Articles of Association of the Company consent of the Company be and is hereby given to the Board of Directors for creation of mortgage hypothecation pledge charge security in any form or manner on the properties of the Company whether tangible intangible or otherwise both present a
9. e Companies Act 2013 read with section 110 of the Companies Act 2013 setting out material facts are annexed herewith 2 The Company has appointed Mr Dinesh Kumar Garg of M s Dinesh Kumar Garg amp Co Chareterd Accountant having its office at 241 RG Mall Sector 9 Rohini Delhi 110085 for conducting the postal ballot process in a fair and transparent manner 3 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 Dated 234 October 2015 4 In compliance with provisions of the Companies Act 2013 the Company is pleased to provide its members the facility 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 ACHAL INVESTMENTS LIMITED Regd Office 407 Prabhat Kiran Building Rajendra Place New Delhi 110008 Email achalinvest yahoo com Website www achalinvest com Tel Fax 91 11 32317170 CIN L65993DL1980PLC010636 EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013 ITEM NO 1 AND 2 In terms of provisions of section 180 1 c of the Companies Act 2013 the Bo
10. esence of atleast two s 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 7 Shareholders who have registered their e mail IDs with their 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 8 Kindly note that 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 do not vote by physical ballot also and vice versa 9 Shareholders are requested to carefully read the instructions printed in the Postal ballot form and return the form duly completed in the attached self addressed postage prepaid envelope so as to reach the Scrutinizer at 241 RG Mall Sector 9 Rohini Delhi 110085 before the closing of working hours on 29 11 2015 Please note that Postal Ballot Form s received after the said date will be treated as not having been received 10 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 sent along with the email or download from the link www evoting nsdl com or from the Our Investor page on the website of the Company http www achalinvest com 11 In case shares are jointly held the postal bal
11. ions ITEM 3 As per the provisions of Section 186 of the Companies Act 2013 the Board of Directors of a company can make any loan investment or give guarantee or provide any security beyond the prescribed ceiling of i Sixty percent of the aggregate of the paid up capital and free reserves and securities premium account or ii Hundred percent of its free reserves and securities premium account whichever is more if special resolution is passed by the members of the Company As a measure of achieving greater financial flexibility and to enable optimal financing structure this permission is sought pursuant to the provisions of section 186 of the Companies Act 2013 to give powers of the Board of Directors or any duly constituted committee thereof for making further investment providing loans or give guarantee or provide security in connection with loans for an amount not exceeding Rs 60 Crores The Investment s loan s guarantee s and security ies as the case may be will be made in accordance with the applicable provisions of the Companies Act 2013 and relevant rules made thereunder In view of above you are requested to grant your consent to the special resolution as set out in postal ballot notice dated 26 10 2015 of the Company ACHAL INVESTMENTS LIMITED Regd Office 407 Prabhat Kiran Building Rajendra Place New Delhi 110008 Email achalinvest yahoo com Website www achalinvest com Tel Fax 91 11 32317170 CIN L65993DL
12. lot 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 nest named Member 12 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 s of the duly authorized signatory ies giving requisite authority to the person voting on the Postal ballot Form 13 A tick v should be placed in the relevant box signifying assent dissent for the resolution as the case may be before mailing the Postal ballot Form 14 The Vote in this postal ballot cannot be exercised through Proxy 15 The Scrutinizer s decision on the validity or otherwise of the Postal Ballot E Voting will be final 16 The Results of E Voting and postal ballot form shall be aggregated and declared by the Chairman or by any other person duly authorized in this regard The Results declared along with the Scrutinizer s report shall be placed on the Company s website www achalinvest com and on the website of NSDL within two days of passing of the resolutions and communicated to the Stock Exchanges
13. nd future in favour of lenders including Banks Financial Institutions Investment Institutions Mutual Funds Trusts other Bodies Corporate Trustees for holders of debentures bonds and or other instruments to secure all credit facilities including rupee loans foreign currency loans debentures bonds and or other instruments or non fund based facilities availed to be availed by the Company and or for any other purpose from time to time together with interest further interest thereon compound interest in case of default accumulated interest liquidated damages all other costs charges and expenses payable by the Company in respect of such borrowings RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board of Directors be and is hereby authorized to negotiate and decide terms and conditions of security finalize and execute all deeds documents and writings as may be necessary desirable or expedient settle any question difficulty or doubt that may arise in this regard do all such acts deeds matters and things as it may in its absolute discretion deem necessary proper or desirable and to delegate all or any of these powers to any Committee of Directors or Whole time Director or Director or any other officer of the Company or any other person RESOLVED FURTHER THAT a certify true copy of the resolution may be given to the concerned department s authority ies party ies etc 3 GIVING OF LOANS GUARA
14. new password of your choice 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 Voting cycles vii Select EVEN Of Achal Investment 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 dkgarg cadkgarg 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 Participant 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 ii Please follow all steps from SI No ii to SI No xii above to cast vote 2 In case of an
15. s 60 Crores 2 Creation Of Security On The Properties Of The Company In Favour of The Lenders 3 Giving Of Loans Guarantees Providing of Securities And Making of Investments In Securities Place Date Signature of the Shareholder ELECTRONIC VOTING PARTICULARS EVEN E Voting Event Number USER ID PASSWORD Notes 1 Each equity share of the Company carries one vote 2 Please read carefully the instructions printed overleaf before exercising the vote Last Date for Receipt of Postal Ballot Form by the Scrutinizer 29t day of November 2015 up to 5 30 p m ACHAL INVESTMENTS LIMITED Regd Office 407 Prabhat Kiran Building Rajendra Place New Delhi 110008 Email achalinvest yahoo com Website www achalinvest com Tel Fax 91 11 32317170 CIN L65993DL1980PLCO10636 INSTRUCTIONS 1 The instructions for members for voting electronically are as under A In case a member receives an email from NSDL for members whose email IDs are registered with the Depository Participant s i Open email and open PDF file 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 https www evoting nsdl com iii Click on shareholder Login iv Put user ID and password as initial password noted in step i above Click login v Password change menu appears Change the password with
16. y 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 3 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 ACHAL INVESTMENTS LIMITED Regd Office 407 Prabhat Kiran Building Rajendra Place New Delhi 110008 Email achalinvest yahoo com Website www achalinvest com Tel Fax 91 11 32317170 CIN L65993DL1980PLC010636 4 The e voting period commences on 9 30 a m on 31 10 2015 and ends on 5 30 p m on 29 11 2015 During the period members of the Company holding shares either in physical form or in dematerialized form as on the cut off date of October 23 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 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 4 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 October 23 2015 6 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 pr
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