POSTAL BALLOT NOTICE PURSUANT TO SECTION 110 OF THE COMPANIES ACT, 2013

Transcription

1 To The Shareholder(s), ESSAR OIL LIMITED Registered Office: Khambhalia Post, P.O. Box 24, Dist. Devbhumi Dwarka , Gujarat Phone: , Fax: , website: Corporate Identity Number: L11100GJ1989PLC POSTAL BALLOT NOTICE PURSUANT TO SECTION 110 OF THE COMPANIES ACT, 2013 NOTICE is hereby given, pursuant to Section 110 of the Companies Act, 2013 (the Companies Act ) read with the Companies (Management and Administration) Rules, 2014 (the Postal Ballot Rules ) and clause 35B of the equity listing agreement entered into with Stock Exchanges to the shareholders (the Shareholders ) of Essar Oil Limited (the Company ), to consider and if thought fit to, pass the resolutions set out herein below as Special Resolutions by way of postal ballot. The proposed resolutions along with the explanatory statement setting out the material facts and reasons thereto are appended below and a postal ballot form along with a self addressed postage pre-paid envelope are enclosed for your consideration. 1. To authorize the Board to create security on assets of the Company for borrowing funds To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution : RESOLVED THAT pursuant to the provisions of section 180(1)(a) and all other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force), and in view of cessation of legal validity of all earlier resolutions passed under the erstwhile section 293(1)(a) of the Companies Act, 1956 consent of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the Board which term shall include any committee(s) constituted / to be constituted by the Board and / or any person(s) authorised or to be authoirsed by the Board for exercising the powers conferred on the Board by this resolution) for continuing with the existing charges, mortgages, securities and/or other encumbrances and creating mortgages and / or charges, hypothecation, pledge and / or any other encumbrances on such terms and conditions and at such time(s) and in such form and manner as the Board may determine on all or any of the movable and / or immovable properties of the Company, wheresoever situated, both present and future or the whole or substantially the whole of any one or more of the Company s undertaking(s) in favour of all or any of the financial institutions, banks, lenders, financiers, trustees for the holders of debentures / bonds / other instruments and facilities, mutual funds, investing agencies, bodies corporate, corporations, foreign institutional investors, any other person(s) / entities, or any combination of the above to secure fund based and/or non-fund based facilities including rupee loans, foreign currency loans, debentures, bonds, securities, convertible loans, fully / partly paid convertible / non-convertible bonds, financial assistances/any borrowings or any other securities / instruments, working capital facilities, letters of credit, bank guarantee, cash credit, bill discounting and advances obtained or that may hereinafter be obtained from any of the aforesaid parties (hereinafter referred to as facilities ) (by private placement basis or otherwise) of an aggregate amount not exceeding ` 50,000 crore (Rupees Fifty Thousand Crore only) in Indian Rupees and / or in equivalent Foreign Currency together with interest thereon at the respective agreed rates, compound interest, additional interest, liquidated damages, commitment charges, premia on pre-payment 1

2 or on redemption, debentures / security trustee remuneration, costs, charges, expenses including any increase as a result of devaluation / revaluation / fluctuation in the rates of exchange and all other monies payable by the Company to the aforesaid parties or any of them under the agreements entered into / to be entered into by the Company in respect of the said facilities. RESOLVED FURTHER THAT the mortgages and / or charges, hypothecation, pledge and / or any other encumbrances created / to be created by the Company as aforesaid may rank pari passu with the mortgages and / or charges, hypothecation, pledge and / or any other encumbrances already created and / or to be created in future by the Company or in such other manner and ranking as may be thought expedient by the Board and as may be agreed to between the concerned parties. RESOLVED FURTHER THAT the Board be and is hereby authorised to finalise with any or all of the aforesaid parties the documents, agreements, mortgage deeds, memorandum of entry, undertakings, bonds, guarantees and writings for creating the mortgages / charges / hypothecation / pledge and / or any other encumbrances and accepting or making any alterations, changes, variations to or in the terms and conditions, and to do all such acts, deeds, matters and things and to execute all such documents, agreements, mortgage deeds memorandum of entry, undertakings, bonds, guarantees and writings as it may consider necessary, proper, desirable, appropriate or expedient for the purpose of giving effect to this resolution and to resolve any question, query, doubt or difficulty relating thereto or otherwise considered by the Board to be in the best interest of the Company. 2. To authorize the Board to borrow funds To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution : RESOLVED THAT pursuant to the provisions of section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force), and Articles 96 and 99 of the Articles of Association of the Company and in view of cessation of legal validity of all earlier resolutions passed under the erstwhile section 293(1)(d) of the Companies Act, 1956, the Company hereby accords its consent to the Board of Directors of the Company (hereinafter referred to as the Board which term shall include any committee(s) constituted / to be constituted by the Board and / or any person(s) authorised by the Board for exercising the powers conferred on the Board by this resolution) for continuing to avail existing borrowings and borrowing any sum or sums of money, from time to time, from any one or more of the Company s bankers and / or financial or investment institutions and/or from anyone or more other persons, Central or State Governments, firms, entities, bodies corporate, companies, whether by way of loans, investment in debentures, bonds, securities, working capital facilities including letter of credit, bank guarantee, cash credit, advance or deposits, or bill discounting or otherwise and whether in Indian currency or in foreign currency, unsecured or secured, and if secured by mortgage, charge, hypothecation or lien or pledge or any other encumbrances of the Company s assets and properties whether movable or stock-in-trade (including raw materials, stores, spare parts and components in stock or in transit) including uncalled capital and work-in-progress and all or any of the undertakings of the Company notwithstanding that the moneys to be borrowed together with moneys already borrowed by the Company (apart from temporary loans obtained from the Company s bankers in the ordinary course of business) will or may exceed the aggregate of the paid-up capital of the Company and its free reserves, provided that the total amount upto which the moneys may be borrowed by the Board and outstanding at any time shall not exceed the sum of `50,000 crore (Rupees Fifty Thousand Crore only) over and above the aggregate of the paid up share capital of the Company and its free reserves. 2

3 RESOLVED FURTHER THAT the Board be and is hereby authorised 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. By Order of the Board of Directors Mumbai October 7, 2014 Registered Office: Khambhalia Post, P. O. Box 24, Dist. Devbhumi Dwarka , Gujarat. Phone: , Fax: website: Notes: SHEIKH S. SHAFFI COMPANY SECRETARY 1. An explanatory statement pursuant to Section 102 of the Companies Act, 2013 in respect of the business set out above is annexed hereto as Annexure A (the Explanatory Statement ). 2. In accordance with clause 35B of the equity listing agreement read with section 110 of the Companies Act, 2013 and Rule 22 of the Companies (Management and Administration) Rules, 2014, the items of business set out in the abovementioned notice are sought to be passed through postal ballot or e-voting. 3. The Members are requested to exercise their voting right by either using the attached postal ballot form or through e-voting. 4. The notice is being sent to all the members of the Company, whose names appear in the Register of Members and statement of beneficial ownership maintained by the Depositories viz. National Securities Depository Limited ( NSDL ) and Central Depository Services (India) Limited ( CDSL ) as on October 3, The Board of Directors of the Company (the Board ) has on October 6, 2014 appointed Mr. Prakash Pandya, Practicing Company Secretary as the Scrutinizer (the Scrutinizer ) for conducting the postal ballot voting process, including e-voting process, in a fair and transparent manner and in accordance with the applicable laws. 6. Documents referred to in the Notice will be available for inspection by the shareholders at the Company s Registered Office on any working day excluding Saturdays, Sundays and Bank holidays between 11:00 a.m. and 1:00 p.m. upto the date of declaration of the results of voting by postal ballot and e-voting. 7. The dispatch of the postal ballot notice and the Explanatory Statement shall be announced through advertisement in at least one English newspaper and at least one Gujarati newspaper, each with wide circulation in Devbhumi Dwarka District, where the registered office of the Company is situated, and published on the website of the Company. 3

4 8. Only a Member who is entitled to vote is entitled to exercise his/her vote through the postal ballot form or through e-voting. Voting rights of every Member shall be reckoned on the paid-up value of shares on the basis of names appearing in the Register of Members or in the records of the depository, as applicable, as on October 3, 2014, and any recipient of the postal ballot notice whose name does not appear as a Member in relation to the shares as on the aforesaid date should treat the same as an intimation only. 9. For voting by postal ballot, the Members are requested to carefully read the instructions printed on the separately enclosed postal ballot form. The duly completed and signed postal ballot form, should be posted in the enclosed self-addressed postage pre-paid envelope directly to the Scrutinizer so as to reach the Scrutinizer not later than 5:00 p.m. on Saturday, November 15, In accordance with clause 35B of the equity listing agreement entered into by the Company with the Stock Exchanges, Section 110 of the Companies Act, 2013 and Rules 20 and 22 of the Companies (Management and Administration) Rule, 2014, the Company is pleased to provide electronic voting ( e-voting ) as an option to its Members to enable them to cast their votes electronically instead of dispatching the Postal Ballot Form by post. The Company has engaged the services of National Securities Depository Limited ( NSDL ) to provide e-voting facilities. It may be noted that e-voting is optional. If a Member has voted through the e-voting facility, he/she is not required to send the Postal Ballot Form. If a Member votes through the e-voting facility and also sends his vote through the Postal Ballot Form, then voting done through the Postal Ballot Form shall prevail and voting done by e-voting will be treated as invalid by the Scrutinizer. The e-voting facility will be available at the link during the following voting period: Commencement of e-voting from 8:00 a.m. on October 17, 2014 End of e-voting at 5:00 p.m. on November 15, 2014 E-voting shall not be allowed beyond 5:00 p.m. on November 15, During the e-voting period, members of the Company, holding shares either in physical form or in dematerialized form, as on October 3, 2014 may cast their vote electronically. 11. The login ID and password for e-voting along with process, manner and instructions for e-voting are being sent in this notice to the Members who have not registered their IDs with the Company. Those Members who have registered their IDs with the Company / their respective Depository Participants are being forwarded the login ID and password for e-voting along with process, manner and instructions by The instructions for e-voting are as under: (a) The login ID and the initial password are provided in a table at the bottom of the Postal Ballot Form. Please note that the Password is an Initial Password. (b) Launch the internet browser by typing the following (c) Click on Shareholder-Login: (d) Put user ID and Password noted in step (a) above as the initial password. Click login. If you are already registered with NSDL for e-voting then use your existing User ID and Password for Login. 4

5 (e) If you are logging in for the first time, Password Change Menu appears. Change the Password of your choice with minimum 8 digits / characters or a combination thereof. Please note the new Password for all the future e-voting cycles offered on NSDL e-voting Platform. It is strongly recommended not to share your Password with any other person and take utmost care to keep your Password confidential. (f) Home page of e-voting opens. Click on e-voting : Active Voting Cycles. (g) Select EVEN (E-Voting Event Number) of Essar Oil Limited. For an EVEN, you can login any number of times on e-voting platform of NSDL till you have voted on the resolution during the voting period. (h) Now you are ready for e-voting as Cast Vote Page opens. (i) Cast your vote by selecting appropriate option and click Submit and also Confirm when prompted. Kindly note that vote once casted cannot be modified. (j) Upon confirmation, the message Vote cast successfully will be displayed (k) Institutional members (i.e. members other than individuals, HUF, NRIs, etc.) are also required to send scanned copy (PDF/JPG format) of the relevant board resolution / authority letter, etc. together with the attested specimen signature(s) of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by at: info@pkpandya.com with a copy marked to evoting@nsdl.co.in. You can also forward the documents at the Company s ID:eolinvestors@essar.com (l) In case of any queries you may refer to the Frequently Asked Questions (FAQs) for members and e-voting user manual for members available at the downloads section of com or contact NSDL by at evoting@nsdl.co.in (m) You can also update your mobile number and id in the user profile details of the folio which may be used for sending future communication(s). (n) 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 record date. (o) For any other queries relating to the shares of the Company, you may contact the Share Transfer Agents at the following address: M/s. Datamatics Financial Services Ltd. Unit: Essar Oil Limited Plot No. B - 5, Part B Cross Lane, MIDC Andheri (East), Mumbai Phone: to , Fax: eolinvestors@dfssl.com 13. The Scrutnizer s decision on the validity of the Postal Ballot and e-voting shall be final. 14. Upon completion of the scrutiny of postal ballots and e-voting, the Scrutinizer will submit his report to the Chairman / Dy. Chairman of the Company or the Company Secretary. 15. The result of voting by postal ballot and e-voting will be announced on November 17, 2014 through Notice Board at the registered office of the Company and will be posted on the website of the Company Additionally, the result will be communicated to the Bombay Stock Exchange Limited and the National Stock Exchange of India Ltd. The date of declaration of the result will be taken to be the date of passing of the special resolutions. 5

6 ANNEXURE - A EXPLANATORY STATEMENT REQUIRED BY SECTION 102 OF THE COMPANIES ACT, 2013 RELATING TO THE AFORESAID SPECIAL RESOLUTIONS Item Nos. 1 and 2 Members of the Company had passed resolutions under section 293(1)(a) and 293(1)(d) of the old Companies Act, 1956 at the Annual General Meeting held on December 20, 2012 thereby authorising the Board of Directors to borrow an amount not exceeding `50,000 crore over and above the paid-up capital and free reserves of the Company and create security in the form of mortgages and / or charges, hypothecation, pledge or any other encumbrances on the assets of the Company upto `50,000 crore. Under section 180(1) of the Companies Act, 2013 (Act) notified on September 12, 2013 the Board of Directors can exercise the power to borrow exceeding the aggregate of the paid-up capital of the Company and its free reserves and for the purpose offer as security assets of the Company if consented to by the members of the Company by passing a special resolution. The Ministry of Corporate Affairs has vide clarification dated March 25, 2014 clarified that borrowings and / or creation of security on assets of the company under the authority of resolutions passed under the old Companies Act will be regarded as sufficient compliance of the requirements of section 180 of the new Companies Act, 2013 for a period of one year from the date of notification of section 180 of the Act, i.e up to September 11, Accordingly, legal validity of consent granted by members of the Company on December 20, 2012 (as aforesaid) has ceased. Hence, the members approval is being sought again at item no.1 and item no.2 of the accompanying notice. The special resolution at item no.1 of the accompanying Notice will enable the Company to create security in respect of borrowings of the Company for an amount not exceeding `50,000 crore. The special resolution at item no.2 of the accompanying Notice will enable the Company to borrow funds to meet its various operational requirements including working capital requirements, expanding business activities, refinancing of debt and other business purposes. Further, to comply with the provisions of Rule 22 of the Companies (Management and Administration) Rules, 2014, Shareholders consent is being solicited by means of voting through postal ballot with an option to vote electronically. Please go through notes to the accompanying notice for instructions on voting by postal ballot and e-voting. The Directors accordingly, recommend resolutions at Item Nos.1 and 2 to the accompanying Postal Ballot Notice for your approval. None of the Directors or Key Managerial Personnel (KMP) or relatives of directors and KMP is concerned or interested, financially or otherwise in the Resolutions. By Order of the Board of Directors Mumbai October 7, 2014 Registered Office: Khambhalia Post, P. O. Box 24 Dist. Devbhumi Dwarka , Gujarat. Phone: , Fax: eolinvestors@essar.com website: SHEIKH S. SHAFFI COMPANY SECRETARY 6

7 Registration of IDs with the Company Dear Members, The Ministry of Corporate Affairs has taken a Green initiative in Corporate Governance by allowing paperless compliance by companies. Your Company can now send various documents electronically to those shareholders who register their addresses. The benefits of registering address include: Timely receipt of annual reports, notices of general meetings, circulars, financial results and other communications; No loss of documents in transit; Receiving all information and communications even on change of address and while travelling; Doing away with the requirement of storage of bulky documents for future reference. These documents can be easily stored in soft copy on your computer system; Helping protect environment. To receive the periodic communications including AGM and other General Meeting notices, Balance Sheets, Director s reports, etc. through address you are requested to register your ID and changes therein with the Share Transfer Agents if you are holding shares in physical form and with your respective depository participant(s) if you hold shares in electronic form. Shareholders holding shares in physical form can register their IDs by submitting the registration form printed overleaf. Thanking you, Yours faithfully For Essar Oil Limited Sheikh S Shaffi Company Secretary 7

8 To Datamatics Financial Services Limited Unit: Essar Oil Limited Plot no. B-5, Part B Cross Lane MIDC, Marol Andheri East, Mumbai Dear Sir/s, Re: Registration of ID for receiving communications in electronic form I am a shareholder of the Company. I want to receive all communication from Essar Oil Limited including AGM and other General Meeting notices and explanatory statement(s) thereto, Balance Sheets, Director s reports, Auditor s Reports etc. through . Please register my ID, setout below, in your records for sending communication through . Folio No Name of 1st Registered Holder Name of Joint Holder(s) Address Pin code ID (to be registered) Contact Tel. Number : Contact mobile number Date:.. Signature (of first named member).. Notes: 1) On registration, all the communication will be sent to the ID registered in the folio. 2) The form is also available on the website of the company 3) Any change in ID, from time to time, may please be registered in the records of the Company. 8