Kajaria Postal Ballot Notice Oct_2014
Contents
1. Registered Office requires the Company to alter Memorandum of Association of the Company and to obtain necessary approval of the Shareholders by way of special resolution Acopy of the Memorandum as on date and a copy indicating the proposed amendments is available for inspection at the registered office of the Company on any working day during office hours from 10A M to6 P M None of the Directors Key Managerial Personnel of the Company and their relatives are in any way concerned or interested financially or otherwise in the said resolution Therefore your Board of Directors recommends passing the resolution s set out in item No 1 as Special Resolution for shifting the registered office from the state of Uttar Pradesh to the State of Haryana and for altering Clause II of the Memorandum of Association of Company ITEM NO 2 The existing Articles of Association are based on the Companies Act 1956 and several regulations in the existing articles of association of the company contain references to specific section of the Companies Act 1956 With the enactment of new Companies Act 2013 several regulations of the existing Articles of Association of the company require alteration deletion addition thereto Given this position it is considered expedient to replace the existing Articles of the Company by a new set of Articles of Association The new Articles of Association to be substituted in place of the existing Articles of Association i2. of the Directors Key Managerial Person of the company or their relatives are concerned or interested financially or otherwise in the aforesaid resolution as special resolution The Board of Directors recommend the resolution set forth in item No 4 for approval of members as special resolution By order of the Board For Kajaria Ceramics Limited Place Sikandrabad U P R C Rawat Date 27 October 2014 Executive V P A amp T amp Company Secretary 4
3. Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this Resolution of the Company be and is hereby authorised to do or cause to be done all such acts matters deeds and things to settle any queries difficulties doubts that may arise with regard to any transaction with the related party and execute such agreement documents and writings and to make such filings as may be necessary or desirable for the purpose for giving effect to this resolution in the best interest of the company By order of the Board For Kajaria Ceramics Limited Place Sikandrabad U P R C Rawat Date 27 October 2014 Executive V P A amp T amp Company Secretary Notes 1 The Board of Directors of the Company The Board has appointed Mr Chetan Gupta Membership No FCS 6496 CP NO 7077 Practicing Company Secretary and partner of M s APAC amp Associates having its office situated at 701 702 R G Trade Tower Netaji Subhash Place Pitampura New Delhi 110034 as Scrutinizer for conducting the postal ballot process in a fair and transparent manner 2 The Notice of Postal Ballot is being sent to all the members by post courier and electronically by email to those members who have registered their e mail ids with the Depository or with the Company whose names appear in the Register of members records of depositories as on 17 October 2014 Notice of Postal Ballotis also being sent to all the Directo
4. KAJARIA CERAMICS LIMITED CIN L26924UP1985PLC007595 Regd Office A 27 to 30 Industrial Area Sikandrabad District Bulandshahr U P 203205 Phone 91 5735 222393 222819 Fax 91 5735 222140 Corp Office J 1 B 1 Extn Mohan Co operative Industrial Estate Mathura Road New Delhi 110044 Phone 91 011 26946409 Fax 91 11 26946407 Website www kajariaceramics com Email investors kajariaceramics com NOTICE OF POSTAL BALLOT Dear Member s Notice is hereby given in pursuance to Section 110 of the Companies Act 2013 ACT 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 that the resolutions appended are proposed to be passed as special resolutions by way of Postal Ballot An Explanatory Statement pursuant to Section 102 of the Companies Act 2013 setting out all material facts and reasons for the proposed Special Resolutions are appended herein below along with the Ballot Form Form for your consideration Each of the special resolutions mentioned herein shall be declared as passed if the number of votes cast in favour of such special resolution is not less than three times the number of votes cast against the said special resolution You are requested to carefully read the instructions printed on the Form record your assent for or dissent against therein by filling necessary details and affixing your signatures a
5. and other applicable provisions of Companies Act 2013 read with relevant rules thereof including any statutory modification s or re enactment thereof for the time being in force and articles of association of the Company and subject to such other approvals if applicable or required under any statute s rule s regulation s the consent of the company be and is hereby accorded to the Board of Directors of the Company hereinafter called the Board which term shall include any person s authorized by the Board in this behalf and or any Committee thereof to sale lease assign deliver or otherwise dispose off whole or substantially whole of the undertaking s of the Company or to create such mortgages charges hypothecation security and other encumbrances if any created by the Company on all or any part of movable or immovable properties current and or fixed assets tangible or intangible assets book debts and or claims of the company whersoever situated present and future and such charge to rank either first pari passu with or second subsequent subservient and subordinate to all mortgages charges hypothecations securities and other encumbrances created to be created in favour of Indian Foreign Financial Institutions Banks or other lending Institutions and or to such other persons if any from whom the Company has proposed or proposes to borrow money sums of moneys by way of term loans cash credits 1 overdrafts discou
6. and their relatives are in any way concerned or interested financially or otherwise in the said resolution The Board of Directors accordingly recommend the resolution set out in item no 2 of this notice for your approval as special resolution ITEM NO 3 In terms of resolution passed in pursuant to section 293 1 a of the Companies Act 1956 by the shareholders at the Annual General Meeting held on 28 August 2006 consent of the Members was secured for authorizing the Board of Directors to create mortgage and or charge on the immovable and movable properties of the company upto Rs 700 Crores As per provisions of the Section 180 1 a of the Companies Act 2013 approval of the members is required for authorizing Board of Directors to sale lease or otherwise dispose off the whole or substantially whole of the undertaking s of the Company and creation of such mortgages charges hypothecation security and other encumbrances if any on all or some of the immovable and movable properties current and or fixed assets tangible or intangible assets book debts and or claims of the company whersoever situated present and future in favour of the lenders trustees towards the borrowing monies by way of Loans from financial institutions Banks and other Corporate Bodies apart from working facilities from bank in ordinary course of business upto an amount not exceeding Rs 700 Crores As per provisions of Rule 22 of the Companies Management and Admini
7. behalf of the Company and generally to do all such acts deeds and things that may be necessary proper and expedient or incidental for the purpose of giving effect to the above resolution ITEM NO 4 TO APPROVE RELATED PARTY TRANSACTIONS U S 188 OF THE COMPANIES ACT 2013 AND CLAUSE 49 OF THE LISTING AGREEMENT To consider and if thought fit to pass with or without modification s the following resolution s as Special Resolution RESOLVED THAT Pursuant to the provisions of Section 188 and other applicable provisions of the Companies Act 2013 read with relevant rules applicable if any and Clause 49 of the Listing Agreement including any statutory modification s or re enactment thereof for the time being in force consent of the members be and is hereby accorded to enter into the following transactions with the respective related Parties during a financial year RELATED PARTY TRANSACTIONS IN THE ORDINARY COURSE OF BUSINESS WITH SUBSIDIARIES non material subsidiaries Estimated value of transaction per annum S No Name of the Related Party Nature of transaction Purchased of Goods Rs in Crores M s Soriso Ceramic Private Limited 125 2 M s Cosa Ceramics Private Limited 180 M s Jaxx Vitrified Private Limited 300 Total 605 RESOLVED FURTHER THAT the Board of directors hereinafter called the Board which term shall be deemed to include any person s authorized and or Committee which the
8. e business reply envelope directly to the Scrutinizer so as to reach the Scrutinizer before the closing of working hours on or before Tuesday 09 December 2014 to be eligible for being considered The envelopes received after the aforesaid date shall be treated as invalid and as if no reply has been received from the Member s ii The members are requested to exercise their voting rights by using the attached postal Ballot form only No other form or photocopy of the form is permitted EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013 ITEMNO 1 Your Board of Directors analyze that the shifting of the registered office is in the best interest of the company shareholders and all concerned parties and shall in no manner adversely affect the existing client base creditors or operations or employees of the company This shifting would provide administrative convenience Further the shareholders of the company are unable to participate approach to the existing registered office of the company and are unable to represent themselves in the company s general meetings In connection to this your Board of Directors has decided in their Board Meeting held on 27 October 2014 that the Registered Office of the Company be shifted from the State of Uttar Pradesh to the State of Haryana As per provisions of Section 12 13 and other applicable provisions if any of the Companies Act 2013 and rules made thereunder such shifting of
9. emed to include any person s authorized and or Committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this Resolution or any officer so authorised by the Board be and is hereby authorised to agree to and make and accept such conditions modifications and alterations stipulated by any one of the authorities statutory or otherwise while according approval consent as may be considered necessary and to appoint counsels and advisors file applications petitions issue notice advertisements obtain orders of shifting of registered office from the concerned authorities and take such steps and to do such acts deeds and things as they may deem necessary and proper in this matter ITEM NO 2 TOAMEND AND ADOPT THE NEWARTICLES OF ASSOCIATION OF THE COMPANY To consider and if thought fit to pass with or without modification s the following resolution s as a Special Resolution RESOLVED THAT pursuant to section 14 and other applicable provisions if any of the Companies Act 2013 read with rules prescribed thereunder including any statutory modification s or re enactment thereof for the time being in force the draft regulations contained in the Articles of Association which is available for public inspection at the Registered Office of the Company and on Company s Website be and is hereby approved and adopted in substitution and to the entire exclusion of the regulati
10. es non material subsidiaries The Particulars of the transaction such as Name of Related parties Monetary Value Name of Director or KMP s if any and nature of relationships etc in pursuance to Section 188 of the Companies Act 2013 read with rules made there under are as under S No Name of Related Party Nature of Relationship Nature of Transaction Purchased of Goods Rs in Crores 1 M s Soriso Ceramics Private Limited 51 Subsidiary 125 M s Cosa Ceramics Private Limited 51 Subsidiary 180 M S Jaxx Vitrified Private Limited 61 Subsidiary 300 Total 605 Allthe Transactions with above related parties non material subsidiaries are in ordinary course of business These transactions are of continuous in nature and are not for a specific period The respective transactions held between the aforesaid related parties are at arm s length basis and all factors relevant to the respective contracts have been considered and approved by the Audit Committee and the Board of Directors Copies of the Individual Contracts with the related parties non material subsidiaries are available for inspection by the members at the registered office of the company on all working days between 10 00AM to 6 00 P M The members are further informed that no member s of the company being a related party or having any interest in the resolution as set out at item No 4 shall be entitled to vote on this special resolution None
11. f KAJARIA CERAMICS LIMITED Members can cast their vote online from Monday 10 November 2014 10 00 A M till Tuesday 09 December 2014 6 00 P M Note e Voting shall not be allowed beyond said time oar w amp 7 Nowyou are ready for e Voting as Cast Vote page opens 8 Castyour vote by selecting appropriate option and click on Submit and also Confirm when prompted 9 Institutional shareholders i e other than Individuals HUF NRI etc are also 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 chetan gupta apac in with a copy marked to evoting nsdl co in 10 Once the vote on a resolution is cast by the shareholder it shall not be allowed to be changed subsequently 11 Incase of any queries you may refer the Frequently Asked Questions FAQs for members and e voting user manual for members available at the downloads section of https www evoting nsdl com or contact NSDL by email at evoting nsdl co in Please note that o Login to e voting website will be disabled upon five unsuccessful attempts to key in the correct password In such an event you will need to go through Forgot Password option available on the site to reset the same o Your login id and password can be used by you exclusively for e voti
12. ng on the resolutions placed by the company o Itis strongly recommended not to share your password with any other person and take utmost care to keep it confidential Please note that if you have opened 3 in 1 account with ICICI Group i e bank account and demat account with ICICI Bank Limited and trading account with ICICI Securities Limited you can access e Voting website of NSDL through their website viz www icicidirect com for the purpose of casting your votes electronically by using your existing user ID and password used for accessing the website www icicidirect com Please note that in case you are not able to login through the ICICI direct website you can also access the e Voting system of NSDL by using your existing user ID and password for the evoting system of NSDL VOTING THORUGH PHYSICAL POSTAL BALLOT FORM i Amember desiring to exercise his her vote through Postal Ballot shall complete the enclosed Postal Ballot Form with the assent For or dissent Against and send it to the Scrutinizer in the enclosed self addressed Business reply envelope Postage will be borne and paid by the company However envelopes containing Postal Ballots if sent by Courier or by Registered post at the expenses of the Registered Member Beneficial Owner will also be accepted The Envelopes may also be deposited personally at the address given thereon The Postal Ballot form duly completed and signed should be returned in the enclosed self addressed postag
13. nting of Bills Inter Corporate Deposits Commercial Papers or such other financial instruments permitted to be used by the appropriate authorities from time to time together with the interest costs charges and other incidental expenses in terms of agreement s entered to be entered into by the Board of Directors of the Company upto a sum not exceeding Rs 700crores Rupees Seven Hundred Crores at any point of time RESOLVED FURTHER THAT in connection with the aforesaid resolution the Board shall have the power to mortgage or otherwise offer as collateral substantial property assets and or undertakings of the Company in certain events to Banks financial institutions other lending agencies and or trustees for the holders of debentures bonds other instruments to secure any rupee loan foreign currency loans and or the issue of debentures whether partly or fully convertible or non convertible and or securities linked to equity shares and or rupee foreign currency convertible bonds and or bonds with share warrants attached thereto RESOLVED FURTHER THAT the Board be and is hereby authorized to finalise the terms and conditions and take such steps as may be necessary for obtaining approvals statutory or contractual or otherwise if any required in relation to the above and to settle all the matters arising out of and incidental thereto and to sign and execute all deeds applications documents and writings that may be required on
14. on 110 and other applicable provisions of Companies Act 2013 read with relevant rules applicable if any including any statutory modification s or re enactment thereof for the time being in force and subject to the approval of Regional Director or the central government and such other approvals permissions and sanction as may be required from time to time consent of the members be and is hereby accorded for shifting the registered office of the Company from the State of Uttar Pradesh to the State of Haryana and that the Clause II of the Memorandum of Association of the Company be substituted and replaced as the follows Il The Registered office of the company will be situated in the State of Haryana RESOLVED FURTHER THAT upon the aforesaid resolution becoming effective the registered office of the Company be shifted from A 27 to 30 Industrial Area Sikandrabad District Bulandshahr U P situated under the jurisdiction of the Registrar of Companies Kanpur amp Nainital For the State of Uttar Pradesh amp Uttarakhand to Space No SF 11 On Second Floor of JMD Regent Plaza Mehrauli Gurgaon Road Village Sikanderpur Ghosi Tehsil amp District Gurgaon Haryana situated under the jurisdiction of Registrar of Companies Delhi For State of Delhi amp Haryana RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution the Board of Directors of the Company hereinafter called the Board which term shall be de
15. ons in the existing Articles of Association of the Company RESOLVED FURTHER THAT the Board of Directors of the Company hereinafter called the Board which term shall be deemed to include any person s authorized and or Committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this Resolution or any officer so authorised by the Board be and is hereby authorised to agree to and make and accept such conditions modifications and alterations stipulated by any one of the authorities statutory or otherwise while according approval consent as may be considered necessary and to do all such acts deeds and things as are deemed expedient and necessary and to file necessary forms returns applications documents papers as are required to be filed with the Office of Registrar of Companies and other authorities statutory or otherwise and to take all such steps and actions as may be necessary proper expedient or incidental for the purpose of giving effect to the this resolution ITEM 3 TO PROVIDE SECURITY U S 180 1 a OF THE COMPANIES ACT 2013 INCONNECTION WITH THE BORROWINGS OF THE COMPANY To consider and if thought fit to pass with or without modification s the following resolution s as a Special Resolution RESOLVED THAT in supersession to the earlier resolutions passed by the shareholders in this behalf and pursuant to the provisions of Section 180 1 a
16. rs and Auditor of the Company 3 All documents referred to in the accompanying notice and the explanatory statement is open for inspection at the registered office of the Company on working days during office hours from 10 A M upto 6 P M The Notice of postal Ballot along with the form has been made available on the website of the company i e www kajariaceramics com The Company also offers e voting facility Please see the instructions below for detail In Compliance with Clause 35B of the Listing Agreement and Section 110 of the Companies Act 2013 read with rule 22 of the Companies Management and Administration Rules 2014 the Company is also pleased to provide Electronic Voting E Voting facility as an alternate to all its members to enable them to cast their votes electronically instead of dispatching the physical Postal Ballot Form by Post The Company has engaged the Services of National Securities Depository Limited to provide e voting facilities to its members It may be noted that E voting is optional Shareholders have option to vote either through e voting or through Ballot Form and can download the Ballot Form from the website of the company viz www kajariaceramics com or seeks duplicate copy of the same either in writing to the company secretary at J 1 B 1 Extn Mohan Cooperative Industrial Estate Mathura Road New Delhi 110044 or through e mail i e investors kajariaceramics com Members desiring to opt for e voting a
17. s based on Table F of Schedule of the Companies Act 2013 which sets out the model articles of Association for the company limited by shares Shareholder s attention is invited to certain salient provisions of the new draft Articles of Association of the Company Viz a Existing Definitions have been aligned with Act b The Nominee s of a deceased sole member are recognized as having title of the deceased s interest in the shares c NewProvision relating to appointment of chief executive officer and chief financial officer in addition to the manager and company secretary d Existing Articles have been streamlined and aligned with the Act e The Statutory Provisions of the Act which permits a Company to do some act if to authorize by its articles or provisions if require a Company to do action prescribed manner unless the articles otherwise provide have been specifically included 3 The proposed new draft Articles of Association is available for inspection by the members at the registered office of the company on all working days Monday to Friday between 10 00AM to 6 00 P M and is also being uploaded on the Company s website i e www kajariaceramics com for perusal by the shareholders In terms of Section 14 of the Companies Act 2013 the consent of the members by way of special resolution is required for adoption of new Articles of Association None of the Directors Key Managerial Personnel of the company
18. s per facilities arranged by the Company are requested to read the notes to the Notice and Instructions overleaf the Form References to Postal Ballot s in this notice include the Votes received by electronic means HOWEVER IN CASE MEMBERS CAST THEIR VOTE BOTH VIA PHYSICAL POSTAL BALLOT AND E VOTING THEN VOTING THROUGH E VOTING SHALL PREVAIL AND VOTING DONE BY POSTAL BALLOT SHALL BE TREATEDAS INVALID NOTWITHSTANDING WHICHEVER OPTION IS EXERCISED FIRST The E voting period commences on Monday 10 November 2014 10 00 A M and ends on Tuesday 09 December 2014 6 00 P M The E voting Module would be disabled by NSDL for voting thereafter During this period members of the Company holding shares in Physical Form or in Dematerialized Form as on cut off date i e 17 October 2014 may cast their vote electronically INSTRUCTIONS FOR E VOTING 1 Open the attached PDF file Kajariae Voting pdf giving your Client ID in case you are holding shares in demat mode or Folio No in case you are holding shares in physical mode as password Please note that the password is an initial password In case you already have the User ID and Password for e Voting you may use the same 2 Launch internet browser by typing the URL https www evoting nsdl com 2 Click on Shareholder Login Put your existing User ID and password and Click Login Home page of e Voting opens Click on e Voting Active Voting Cycles Select EVEN o
19. stration Rules 2014 the Resolution under section 180 1 a of the Companies Act 2013 can be passed only through Postal Ballot process None of the Directors Key Managerial Person of the company or their relatives are concerned or interested financially or otherwise in the aforesaid resolution as special resolution The Board of Directors accordingly recommend the resolution set out in item no 3 of this notice for your approval as special resolution ITEMNO 4 The Companies Act 2013 and Listing Agreement aim to ensure transparency in the transactions and dealings between the related parties of the company The provisions of section 188 of the Companies Act 2013 read with Companies Meeting of Board and Its Powers Rules 2014 and Clause 49 of the Listing Agreement amended upto the date that governs the related party transactions require that for entering into any contract or arrangement prior approval of Audit Committee and Board of Directors shall be obtained Further such types of related parties transactions if exceeds the amount as may be prescribed under the relevant provisions the shareholders approval by passing special resolution is required In the light of provisions of the Companies Act 2013 read with rules made there under and Clause 49 of the Listing Agreement amended upto the date the Audit Committee and Board of Directors of your company has approved the proposed transactions that your company may enter into with related parti
20. t the designated place in the form and return the same in original duly completed in enclosed self addressed postage pre paid envelop if posted in India so as to reach the Scruitinizer not later than the close of working hours i e 6 00 P M on Tuesday 9 December 2014 Please note that any postal Ballot form s received after the said date will be treated as not received Upon Completion of the Scrutiny of the Forms the Scruitinizer will submit his report to the Chairman amp Managing Director The result of the Postal Ballot would be announced by the Chairman amp Managing Director or Company Secretary of the Company on Monday 15 December 2014 at the Registered Office of the Company The aforesaid result would be displayed at the Registered Office of the Company intimated to the Stock Exchanges where shares of the Company are listed published in the Newspapers and displayed along with the Scruitinizer s report on the Company s Website i e www kajariaceramics com The date of announcement of result of Postal Ballot shall be considered to be the date of Extra Ordinary General Meeting and the date of passing the said resolutions PROPOSED RESOLUTIONS ITEM NO1 TO SHIFT THE REGISTERED OFFICE FROM THE STATE OF UTTAR PRADESH TO THE STATE OF HARYANA To consider and if thought fit to pass with or without modification s the following resolution as a Special Resolution RESOLVED THAT subject to the provisions of Section 12 13 and Secti
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