Pursuant to Section 110 of the Companies Act, 20
Contents
1. of the Companies Act 2013 including any statutory modification or re enactment for the time being in force and Rules made thereunder and subject to confirmation by the Central Government in this regard and such permissions sanctions or approvals as may be required under the provisions of the said Act or under any other law for the time being in force consent and approval of the members be and is hereby accorded to shifting of registered office of the Company from the State of Maharashtra to the State of Rajasthan and that the Clause II of the Memorandum of Association of the Company be substituted by the following clause ll The registered office of the Company will be situated in the State of Rajasthan RESOLVED FURTHER THAT upon receipt of the order of the Central Government approving the alteration filing of certified copy of such order with the Registrar of Companies Mumbai Maharashtra and Registrar of Companies Rajasthan and issue of fresh certificate of incorporation by Registrar of Companies Rajasthan indicating the alteration the registered office of the Company be shifted from the State of Maharashtra to Old Station Road Udaipur Rajasthan 313001 RESOLVED FURTHER THAT the Board of Directors of the Company which term shall be deemed to include any Committee of the Board which may have been constituted or hereafter be constituted for the time being exercising the powers conferred on the Board by this resolution be2. Prasanjit Kumar Baul Practicing Company Secretary in the enclosed self addressed and pre paid envelope However envelopes containing Postal Ballot Form s if deposited in person or if sent by courier or registered speed post at the expense of the Shareholder will also be accepted The self addressed business reply envelope bears the name and postal address of the Scrutinizer appointed by the Company This Form should be completed and signed by the Shareholder 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 Shareholder and in his absence by the next named Shareholder In respect of shares held by corporate and institutional shareholders 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
3. Rajasthan and consequential amendment to Memorandum of Association Since the aforementioned amendment comes within the ambit of Section 13 of the Companies Act 2013 your approval is sought by way of a Special Resolution The Board of Directors recommend passing of the Special Resolution set out in Item No 1 of the Notice Save and except for the equity shares of 71 each of the Company held by them none of the Directors Key Managerial Persons of the Company or their relatives are in any way concerned or interested in the said resolution By order of the Board of Directors For Bajaj Corp Limited Place Mumbai Sujoy Sircar Date August 1 2014 Company Secretary www sapprints com bajaj Corp Ltd Registered Office Building No 2 2 4 Floor Solitaire Corporate Park 167 Guru Hargovind Marg Chakala Andheri E Mumbai 400093 Tel 022 66919477 78 Fax 022 66919476 Website www bajajcorp com Email complianceofficer bajajcorp com CIN LO1110MH2006PLC161345 POSTAL BALLOT FORM Serial No ds Name s of Shareholder s including Jointholders if any 2 Registered Address of the Sole first named Shareholder 3 Registered Folio Number DP ID Client ID Applicable to Shareholders holding shares in dematerialized form 4 Number of Equity Share s held 5 _ I We hereby exercise my our vote in respect of the Special Resolution to be passed through Postal Ballot for the business stated in the Notice of the Comp
4. no need to fill up and sign this form ii Last date for receipt of Postal Ballot Form October 3 2014 iii Please read the instructions printed overleaf carefully before exercising your vote INSTRUCTIONS General Instructions 1 Shareholders have option to vote either through Postal Ballot Form or through e voting If a shareholder has opted for Physical Ballot then he she should not vote by e voting and vice versa However in case Shareholders cast their vote through both physical ballot and e voting then vote cast through e voting shall be considered and vote cast through Postal Ballot shall be treated as invalid The notice of Postal Ballot E voting is being dispatched e mailed to the shareholders whose names appear on the Register of Members as on August 22 2014 and voting rights shall be reckoned on the paid up value of the shares registered in the name of the shareholders as on the said date Voting in the Postal ballot e voting cannot be exercised by a proxy However corporate and institutional shareholders shall be entitled to vote through their authorised representatives with proof of their authorization as stated below in Point 7 Instructions for voting physically by Postal Ballot Form 4 10 11 12 13 14 15 16 A Shareholder 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
5. Company from Mumbai Maharashtra to Udaipur Rajasthan The Head Office of the Company is also located at Udaipur and the present infrastructure and other facilities will enable a smooth transition for the proposed shifting of registered office Given the close proximity of the manufacturing facilities to the proposed location at Udaipur will also enable the Company to address operational issues efficiently and conveniently The shifting of the Registered Office as aforesaid is in the best interests of the Company its shareholders and all other stakeholders concerned The proposed shifting of the office is not prejudicial to the interests of any party Pursuant to the provisions of Section 13 of the Companies Act 2013 the shifting of registered office of a company from one State to another and consequent alteration of the clause of Memorandum of Association pertaining to place of registered office of the Company requires approval of shareholders by Special Resolution Further the alteration of Memorandum of Association relating to the place of registered office from one State to another shall not have effect unless approved by the Central Government Approval of the shareholders is therefore sought by voting by Postal Ballot in terms of provisions of Section 110 of the Companies Act 2013 read with the provisions of the Companies Management and Administration Rules 2014 for shifting of registered office from the State of Maharashtra to the State of
6. 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 5 00 p m on Friday October 3 2014 All Postal Ballot Forms received after this date will be strictly treated as if the reply from such Shareholder has not been received 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 11 above Shareholders 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 bajajcorp com communicated to the Stock Exchanges where the securities of the Company are listed and also in the newspaper s for the information of the Shareholders www sapprints com
7. Notice and submit the same in a sealed envelope to the Scrutiniser Mr Prasanjit Kumar Baul C o Bajaj Corp Limited 117 11 Floor Bajaj Bhawan 226 Nariman Point Mumbai 400021 so as to reach by 5 00 p m on October 3 2014 Unsigned incomplete or incorrectly ticked forms are liable to be rejected and the decision of the Scrutiniser on the validity of the forms will be final STATEMENT ANNEXED TO THE NOTICE AND SETTING OUT THE MATERIAL FACTS CONCERNING ITEM OF SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013 The following Statement sets out all material facts relating to the Special Business under Item No 1 of the accompanying Notice dated August 1 2014 In respect of Item No 1 The Company has its registered office situated at Mumbai Maharashtra and the hair oil manufacturing facilities of the Company are presently located at Parwanoo and Paonta Sahib Himachal Pradesh and Dehradun Uttarakhand During the previous year 2013 2014 several factors such as high inflation slowdown in the economy and sluggish demand affected the performance of the Company In order to exercise better administrative and economic control which will reduce overheads eliminate duplication of records and enable the Company to rationalise and streamline its operations as well as management of affairs of its business the Board of Directors of the Company at its meeting held on August 1 2014 proposed to shift the registered office of the
8. and is hereby authorized to take such steps as may be necessary and generally to do all acts deeds and things that may be necessary proper expedient or incidental for the purpose of giving effect to the aforesaid resolution By order of the Board of Directors For Bajaj Corp Limited Place Mumbai Sujoy Sircar Date August 1 2014 Company Secretary NOTES ik 10 11 12 The statement pursuant to Section 102 and other applicable provisions if any of the Companies Act 2013 and Rules made thereunder for the proposed special business is annexed hereto The Board of Directors has appointed Mr Prasanjit Kumar Baul Partner Gupta Baul amp Associates Company Secretaries Mumbai as the Scrutinizer for conducting this Postal Ballot voting process in a fair and transparent manner His address is The Scrutinizer C o Bajaj Corp Limited Bajaj Bhawan 117 11 Floor Jamnalal Bajaj Marg 226 Nariman Point Mumbai 400 021 The Scrutinizer will submit his report to the Chairman of the Company after completion of the scrutiny and the results of the voting by Postal Ballot will be announced on or before October 10 2014 at the Registered Office of the Company The said results will also be intimated to the Stock Exchanges where the securities of the Company are listed and published in newspapers and uploaded on the Company s website viz www bajajcorp com The Postal Ballot Notice is being sent to all Members whose names app
9. any dated August 1 2014 by sending my our assent or dissent to the said resolution by placing the tick mark at the appropriate column below Important Note for Voting To ensure valid and proper voting on the Ballot Paper please i Fill in Col 1 for the number of shares being voted ii Tick v the Col 2 for voting FOR and or Tick v the Col 3 for voting AGAINST and iii Sign this Ballot Paper and post it in the pre paid envelope Item Description of Resolution No of Shares I We assent to I We dissent to No the Resolution the Resolution FOR AGAINST 1 Special Resolution pursuant to the provisions of the Section 13 and other applicable provisions if any of the Companies Act 2013 including any statutory modification or re enactment for the time being in force and Rules made thereunder for shifting of registered office of the Company from the State of Maharashtra to the State of Rajasthan and consequential amendment of Clause II of the Memorandum of Association of the Company Place Date Signature of the Shareholder In case of authorized representative of a body corporate certified true copy of the relevant authorization viz Board Resolution Power of Attorney should be sent along with Postal Ballot Form ELECTRONIC VOTING PARTICULARS EVEN User ID Password PIN E Voting Event Number Notes i If you opt to cast your vote by e voting there is
10. bajaj Registered Office Building No 2 2 Floor Solitaire Corporate Park 167 Guru Hargovind Marg Chakala Andheri E Mumbai 400093 Tel 022 66919477 78 Fax 022 66919476 Website www bajajcorp com Email complianceofficer bajajcorp com CIN LO01110MH2006PLC161345 NOTICE FOR PASSING OF RESOLUTION BY POSTAL BALLOT Pursuant to Section 110 of the Companies Act 2013 and Rules made thereunder TO THE SHAREHOLDERS Bajaj Corp Limited Notice is hereby given pursuant to Section 110 of the Companies Act 2013 read with Rule 22 of the Companies Management and Administration Rules 2014 and other applicable provisions of the Companies Act 2013 it is proposed to transact the special business as set out hereunder by the Shareholders of the Company by passing of Special Resolution by way of Postal Ballot The proposed Special Resolution and Statement setting out the material facts concerning the item of special business pursuant to Section 102 1 of the Companies Act 2013 is annexed hereto along with a Postal Ballot Form and postage pre paid envelope SPECIAL BUSINESS 1 To approve shifting of registered office of the Company from the state of Maharashtra to the state of Rajasthan and consequential amendment in Memorandum of Association To consider and if thought fit to pass the following resolution as a Special Resolution RESOLVED THAT pursuant to the provisions of the Section 13 and other applicable provisions if any
11. ear in the Register of Members Statements of beneficial ownership maintained by the Depositories i e National Securities Depository Limited NSDL and Central Depository Services India Limited CDSL as on the close of business hours on Friday August 22 2014 Pursuant to the provisions of Section 101 of the Companies Act 2013 read with Rules 18 and 22 of the Companies Management and Administration Rules 2014 this Postal Ballot Notice is being sent by e mail to those Members who have registered their e mail address with the Company in respect of shares held in physical form or with the Depository Participant in respect of shares held in electronic form and made available to the Company by the Depositories Members who have not registered their e mail address will receive this Postal Ballot Notice through post courier The Board of Directors have appointed Mr Sumit Malhotra Managing Director and Mr Sujoy Sircar Company Secretary of the Company as persons responsible for the entire Postal Ballot process In compliance with Clause 35B of the Listing Agreement with the Stock Exchanges and the provisions of Section 108 and 110 of the Companies Act 2013 read with Rules 20 and 22 of the Companies Management and Administration Rules 2014 the Company is also offering e voting option to all the shareholders as an alternative mode to exercise their right to vote For this purpose the Company has entered into an agreement with Karvy Computersha
12. in the system will prompt you to select the EVENT i e Bajaj Corp Limited On the voting page the number of shares which represents the number of votes as held by the member on the cut off date will appear If you desire to cast all votes assenting dissenting to the Resolutions then enter all shares and click FOR AGAINST as the case may be or partly in FOR and partly in AGAINST but the total number in FOR AGAINST taken together should not exceed your total shareholding as on the cut off date You may also choose the option ABSTAIN and the shares held will not be counted under either head Members holding multiple folios demat accounts shall choose the voting process separately for each folio demat account Cast your vote by selecting an appropriate option and click on SUBMIT A confirmation box will be displayed Click OK to confirm else CANCEL to modify Once you confirm you will not be allowed to modify your vote subsequently During the voting period you can login multiple times till you have confirmed that you have voted on the resolution Corporate Institutional Members 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 authorised signatory ies who are authorised to vote to the Scrutinizer through email at the following addre
13. re Private Limited Karvy for facilitating e voting and to enable shareholders cast their votes electronically Please note that e voting is optional Please note that the Members can opt for only one mode of voting i e either by Postal Ballot Form or e voting If the Members opt for e voting then they should not vote by post and vice versa However in case Members cast their vote by Postal Ballot Form and e voting then voting done through e voting shall prevail and voting done by Postal Ballot Form will be treated as invalid In case a Member is desirous of obtaining Postal Ballot in printed form or a duplicate one the Member may write to Karvy Computershare P Limited Unit Bajaj Corp Limited Plot No 17 24 Vittal Rao Nagar Madhapur Hyderabad 500083 or send an e mail to complianceofficer bajajcorp com The Company shall forward the same along with self addressed pre paid postage Business Reply Envelope to the Member All documents referred to in the accompanying Notice and the Statement pursuant to Section 102 of the Companies Act 2013 are available for inspection by members at the Registered Office of the Company during the office hours on any working days except Saturdays Sundays and Public holidays between 11 00 A M and 1 00 RM upto October 3 2014 An advertisement pursuant to Rule 22 of the Companies Management and Administration Rules 2014 is also being published in Free Press Journal and Navshakti Mumbai editions and
14. ss prasanjit gbcs co in The Portal will remain open for voting from September 4 2014 10 00 a m I S T till October 3 2014 5 00 p m 1 S T In case of any queries you may refer the Frequently Asked Questions FAQs for shareholders and e voting User Manual available at the download section of https evoting karvy com or contact Karvy Computershare Pvt Ltd on Toll Free No 1 800 34 54 001 for any further clarifications Members may alternatively cast their votes using the Ballot Form which is sent along with this notice and also available on the website of the Company Please refer instructions under heading C below for more details For Members who receive the physical copy of the Postal Ballot Notice Members holding shares either in demat or physical mode who are in receipt of Notice in physical form may cast their votes using Ballot Form enclosed to this Notice Please refer instructions under heading C below for more details Members may alternatively opt for e voting for which the USER ID and initial password are provided at the bottom of the Ballot Form Please follow steps from SL No i to xii under heading A above to vote through e voting platform For members who wish to vote using Ballot Form Pursuant to provisions of Section 110 of the Companies Act 2013 and the rules made thereunder Members may fill in the Ballot Form enclosed with the Notice a copy of the same is also part of the soft copy of the
15. the Postal Ballot Notice shall be placed on the website of the company www bajajcorp com after completion of dispatch of the notice to the shareholders of the Company The voting rights of the Members shall be in proportion to their shares in the total paid up equity share capital of the Company as on Friday August 22 2014 The instructions for shareholders for voting electronically are as under A For Members who receive Notice of Postal Ballot through email i Use the following URL for e voting https evoting karvy com vi vii viii Xi xii xiii Enter the login credentials i e user id and password mentioned in your email Your Folio No DP ID Client ID will be your user ID However if you are already registered with Karvy for e voting you can use your existing USER ID and password for casting your votes After entering the details appropriately click on LOGIN You will reach the password change menu wherein you are required to mandatorily change your password The new password shall comprise of minimum 8 characters with at least one upper case A Z one lower case a z one numeric value 0 9 and a special character etc The system will prompt you to change your password It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential You need to login again with the new credentials password On successful log
Download Pdf Manuals
Related Search