Postal Ballot Notice 2019
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INDIAN METALS & FERRO ALLOYS LIMITED Regd.Office: IMFA Building, Bomikhal, Rasulgarh, Bhubaneswar-751 010(Odisha) Phone : +91 674 2611000, 2580100; Fax: +91 674 2580020, 2580145 Email: [email protected]; Website: www.imfa.in CIN: L27101OR1961PLC000428 POSTAL BALLOT NOTICE (Pursuant to Section 110 of the Companies Act, 2013) Dear Member(s) Notice is hereby given pursuant to Section 110 of the Companies Act, 2013 (the “Act”) read with Rule 22 of the Companies (Management and Administration) Rules, 2014 (the “Rules”) including any statutory modification or re-enactment thereof for the time being in force, and other applicable provisions, if any, that the resolutions in respect of the special business, as appended herein below are proposed to be passed by the members of Indian Metals and Ferro Alloys Limited (the “Company”) as Special Resolution through Postal Ballot. Members consent is requested for the proposal contained in the resolution appended below. The Explanatory Statement under Section 102 of the Act, pertaining to the said resolutions setting out the material facts and the reasons thereof along with a Postal Ballot Form (the “Form”) is also appended herewith. Members are requested to carefully read the instructions printed on the Form and return the duly completed Form, in original, in the enclosed self-addressed envelope, so as to reach the Scrutinizer on or before close of business hours on 27th March, 2019 the last date for the receipt of the completed Forms. Special Business: 1. RE-APPOINTMENT OF MR SUDHIR PRAKASH MATHUR (DIN:00173775) AS AN INDEPENDENT DIRECTOR OF THE COMPANY To consider and if thought fit to pass with or without modification(s), the following resolution as Speciala Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 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, Regulation 16(1)(b) and Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, approval of the Members of the Company be and is hereby accorded for re-appointment of Mr Sudhir Prakash Mathur (DIN:00173775)as an Independent Director of the Company for second term of 5(Five) consecutive years with effect from 1st April, 2019 and that he shall not be liable to retire by rotation. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.” 2. RE-APPOINTMENT OF GENERAL SHANKAR ROYCHOWDHURY(RETD.) (DIN:01921688) AS AN INDEPENDENT DIRECTOR OF THE COMPANY To consider and if thought fit to pass with or without modification(s), the following resolution as Speciala Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 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, Regulation 16(1)(b) and Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, approval of the Members of the Company be and is hereby accorded for re-appointment of General Shankar Roychowdhury (Retd.) (DIN:01921688) as an Independent Director of the Company for second term of 2 (Two) consecutive years with effect from st1 April, 2019 and that he shall not be liable to retire by rotation. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.” 3. APPROVAL FOR CONTINUATION OF MAJOR RABINARAYAN MISRA(RETD.) (DIN 00146138) AS AN INDEPENDENT DIRECTOR To consider and, if thought fit, to pass with or without modification(s) the following resolution as Speciala Resolution: “RESOLVED THAT pursuant to applicable provisions of the Companies Act, 2013 and rules made thereunder including any statutory modification(s) or re-enactment thereof, Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, approval of the Members of the Company be and is hereby accorded to Major Rabinarayan Misra(Retd.) (DIN 00146138), Non-Executive and Independent Director of the Company, who has already attained the age of 75 (seventy five) years to continue as an Independent Director of the Company till the expiry of his existing term i.e. upto 25th July, 2021.” RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.” 1 4. APPROVAL FOR CONTINUATION OF MR NALINI RANJAN MOHANTY (DIN 00237732) AS AN INDEPENDENT DIRECTOR To consider and, if thought fit, to pass with or without modification(s) the following resolution as Speciala Resolution: “RESOLVED THAT pursuant to applicable provisions of the Companies Act, 2013 and rules made thereunder including any statutory modification(s) or re-enactment thereof, Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, approval of the Members of the Company be and is hereby accorded to Mr Nalini Ranjan Mohanty (DIN 00237732), Non-Executive and Independent Director of the Company, who will attain the age of 75 (seventy five) years on 8th November, 2019 to continue as an Independent Director of the Company till the expiry of his existing term i.e. upto 25th July, 2021.” RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.” By Order of the Board of Directors For INDIAN METALS & FERRO ALLOYS LIMITED Sd/- Place: New Delhi (PREM KHANDELWAL) Date: 12th February, 2019 CFO & COMPANY SECRETARY Notes: 1. The Notice is being sent to all the members, whose names would appear in the Register of Members/Records of Depositories as on the cut-off date fixed for the purpose, i.e. 15th February, 2019. 2. The Company has appointed Mr Sourjya Prakash Mohapatra, a Practicing Chartered Accountant as Scrutinizer for the purpose of this Postal Ballot Process. Duly completed Postal Ballot Forms should reach the scrutinizer not later than 27th March, 2019. Postal Ballot Forms received after this date will be strictly treated as if the reply from the member has not been received. 3. A copy each 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 between 11.00 AM and 1.00 PM up to the last date of receiving the Postal Ballot Form. 4. In compliance with the applicable rules for postal ballot and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), and Secretarial Standard-2, the Company is pleased to offer remote e-voting facility as an alternate, for all the Members of the Company. For this purpose, the Company has entered into an agreement with NSDL for facilitating e-voting to enable the Members to cast their votes electronically instead of dispatching Postal Ballot Form. Remote e-voting is optional. The instructions for Members for e-voting are as under: (A) In case member receives Notice through E-mail (for members whose E-mail IDs are registered with the Company / Depository Participants): Step 1 : Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/ Step 2 : Cast your vote electronically on NSDL e-Voting system Details on Step 1 is mentioned below: How to Log-in to NSDL e-Voting website? 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. 2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholders’ section. 3. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically. 2 4. Your User ID details are given below : Manner of holding shares i.e. Your User ID is: Demat (NSDL or CDSL) or Physical a) For Members who hold shares in demat account 8 Character DP ID followed by 8 with NSDL. Digit Client ID For example if your DP ID is IN300*** and Client ID is 12****** then your user ID is IN300***12******. b) For Members who hold shares in demat account 16 Digit Beneficiary ID with CDSL. For example if your Beneficiary ID is 12************** then your user ID is 12************** c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number registered with the company For example if folio number is 001*** and EVEN is 101456 then user ID is 101456001*** 5.