VISA Steel Limited CIN: L51109OR1996PLC004601 Registered
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VISA Steel Limited CIN: L51109OR1996PLC004601 Registered. Office: 11 Ekamra Kanan, Nayapalli, Bhubaneswar – 751 015, Odisha Tel. : (+91-674) 2552479, Fax: (+91-674) 2554661 Email ID for registering Investor Grievances: [email protected] NOTICE OF POSTAL BALLOT [Pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management & Administration) Rules, 2014] Dear Shareholder(s), NOTICE is hereby given pursuant to Section 110 of the Companies Act, 2013 (“Act”) and other applicable provisions, if any, of the Act read with Rule 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), Secretarial Standard - 2 issued by Institute of Company Secretaries of India (ICSI) and Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation 2015 (LODR), as amended from time to time, that the Resolutions appended below are proposed to be passed by the Members of VISA Steel Limited (“Company”) by way of Postal Ballot including voting by electronic means (“Remote e-voting”). An Explanatory Statement pursuant to Section 102 of the Act, setting out all material facts and reasons for the proposed Special Resolutions are appended herein below along with the Ballot Form as annexed to this Notice for your consideration. E-VOTING OPTION Pursuant to the provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2014, as amended from time to time and Regulation 44 and other applicable regulations, if any, of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company is also providing the option of voting by electronic means. Shareholders may choose to vote using Remote e-voting facility as an alternate which may enable them to cast their votes electronically, instead of physical postal ballot form. The Company has engaged the services of M/s. Karvy Fintech Private Limited (“Karvy”) to provide Remote e-voting facility to its Members. Please note that Remote E-voting is optional. Shareholders desirous to opt for Remote e- voting facility are requested to read and follow the instructions on Remote e-voting printed in this notice. The Board of Directors of the Company has in compliance with Rule 22(5) of the aforesaid rules, appointed, Mr. Debendra Raut (C.P. No. 5232) of M/s. D Raut & Associates, Practicing Company Secretary, as the Scrutinizer for conducting the Postal Ballot process and remote e-voting in fair and transparent manner. You are requested to carefully read the instructions printed overleaf of the Postal Ballot Form, record your assent (for) or dissent (against) therein by filling necessary details and sign at 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 Scrutinizer not later than the close of working hours i.e. 1700 Hours on 30 September 2019. Please note that any Postal Ballot Form (s), received after the said date will be strictly treated as if a reply from such member has not been received. Members who want to opt Remote e-voting facility may refer to the instruction for Remote e-voting given in the notice herein below. However, a member cannot vote both by post and Remote e-voting and if he/she votes both by post and Remote e-voting, his/her vote by post shall be treated as invalid. Upon completion of the Scrutiny of the Postal Ballot Forms and the votes casted through remote e-voting, the Scrutinizer will submit his Report to the Chairman of the Company. The result of the Postal Ballot would be announced by the Chairman of the Company on 1 October 2019 and the same would be displayed at the Registered Office and the Corporate Office of the Company and shall be intimated to the Stock Exchanges where shares of the Company are listed and displayed along with the Scrutinizer’s report on the Company’s website i.e. www.visasteel.com. The Resolutions, if passed by requisite majority, shall be deemed to have been passed on the last date specified by the Company for receipt of duly completed Postal Ballot Forms or completion of Remote e-voting i.e. 30 September 2019. SPECIAL BUSINESS: 1. Shifting of Registered Office of the Company from the State of Odisha to the State of West Bengal To consider and if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT subject to the provisions of Section 12, 13 and Section 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 the Central Government and such other approvals, permissions and sanctions, as may be required, consent of the members be and is hereby accorded for shifting the Registered Office of the Company from the State of Odisha to the State of West Bengal and that the Clause II of the Memorandum of Association of the Company be substituted and replaced by a new clause which is as follows: II. The Registered Office of the Company will be situated in the State of West Bengal. 1 VISA Steel Limited RESOLVED FURTHER THAT upon the aforesaid resolution becoming effective, the registered office of the Company be shifted from 11 Ekamra Kanan, Nayapalli, Bhubaneswar – 751 015 situated under the jurisdiction of the Registrar of Companies, Cuttack, Odisha to VISA House, 8/10 Alipore Road, Kolkata – 700 027 situated under the jurisdiction of Registrar of Companies, West Bengal. 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 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 obtain requisite approvals and permissions and to accept modifications/alterations in the above resolution, if any, specified by the aforesaid Authorities while confirming Company’s Application for change of Registered Office 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 deal with such things as they may deem necessary and proper in connection therewith and incidental thereto.” 2. Re-appointment of Mr. Pratip Chaudhuri (DIN: 00915201) as the Independent Non - Executive Director of the Company To consider and if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 152 and any other applicable provisions of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulation"), as amended from time to time and upon recommendation of the Nomination & Remuneration Committee and approval of the Board of Directors, Mr. Pratip Chaudhuri (DIN: 00915201), Independent Non - Executive Director of the Company who has submitted a declaration that he meets the criteria for independence as provided in Section 149 of the Act & Listing Regulations and who is eligible for reappointment, be and is hereby re-appointed as an Independent Director of the Company to hold office for second term of five (5) consecutive years with effect from 1 October, 2019 to 30 September, 2024 and that he shall not be liable to retire by rotation. RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.” 3. Continuation of Remuneration Payable to Mr. Vishambhar Saran (DIN: 00121501), Whole-time Director designated as Chairman To consider and if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT in continuation to Special Resolution passed in the 20th Annual General Meeting of the members of the Company, pursuant to the provisions of Sections 196, 197, 203 and other applicable provisions of the Companies Act, 2013 (the Act), if any (including any statutory modification(s) or re-enactment thereof for the time being in force), and the Rules made thereunder read with Schedule V to the Act, and all guidelines and clarifications for managerial remuneration issued by the Ministry of Corporate Affairs from time to time and in terms with the enabling provisions of the Articles of Association of the Company and subject to such approvals, permissions and sanctions, as may be required, consent of the Members be and is hereby accorded for payment of remuneration to Mr. Vishambhar Saran (DIN : 00121501) as the Whole time Director designated as Chairman of the Company for the remaining tenure of 2 (Two) years w.e.f. 15 December 2019 of his existing appointment period as per the details mentioned in the explanatory statement and the approval be and is hereby also granted under Part I of Schedule V to the Act for his continuing as the Whole time Director designated as Chairman of the Company after he has attained the age of 70 Years during the tenure of his current appointment with the Company. RESOLVED FURTHER THAT the Board of Directors or any Committee of the Board so authorised by it, be and are hereby authorised to alter and vary the terms and conditions of his appointment including the remuneration, as may be agreed between the Board of Directors and Mr.