77 / 236
b) Special Resolution passed through Postal Ballot: During
the year 2016-17, no Special Resolution has been passed
through Postal Ballot.
c)
Special Resolution proposed to be conducted through
Postal Ballot:
Pursuant to the Order dated May 4, 2017 of
the National Company Law Tribunal (“NCLT”), Chandigarh
Bench, a special resolution is proposed to be conducted
through Postal Ballot or e-voting or voting by poll at the
meeting venue for approval of the Scheme of Arrangement
between Kajaria Securities Private Limited and the Company
and their shareholders and creditors (“Scheme”).
d) Procedure for Postal Ballot:
• In compliance with Regulation 44 of the Listing Regulations
read with Circular No. CIR/CFD/CMD/16/2015 dated
November 30, 2015 issued by the Securities and Exchange
Board of India (“SEBI”) and Section 230(4) read with Sections
108, 110 and other applicable provisions of the Companies
Act, 2013 and rules made thereunder, the Company will
provide facility for casting votes by way of e-voting or
postal ballot or voting by poll at the meeting venue to all
its members. The Company proposes to engage the services
of National Securities Depository Limited (“NSDL’’) for the
purpose of providing e-voting facility to all its members. The
members will have the option to vote either by postal ballot
or e-voting or voting by poll at the meeting.
• The Company will dispatch notices of meeting and postal
ballot form along with postage prepaid business reply
envelopes to its members whose names appear on the
Register of Members / List of Beneficiaries as on a Cut-off
date decided by Hon’ble NCLT. The Notice will be sent
to members in electronic form to the e-mail addresses
registered with their depository participants (in case of
electronic shareholding) / the Company’s Registrar and Share
Transfer Agents (in case of physical shareholding). Physical
copy of notice will be sent to the members (whose email is
not registered). The Company will publish a notice in the
newspaper declaring the details of completion of dispatch
and other requirements as mandated under the Companies
Act, 2013 and other applicable rules and regulations.
• Voting rights will be reckoned on the paid-up value of the
shares registered in the names of the members as on the
cut-off date decided by Hon’ble NCLT. Members desiring
to exercise their votes by physical postal ballot forms are
requested to return the forms duly completed and signed,
to the scrutiniser on or before the close of voting period.
Members desiring to exercise their votes by electronic mode
are requested to vote before close of business hours on the
last date of e-voting.
The scrutiniser shall submit his report to the Chairman, after
the completion of scrutiny, and the consolidated results
of the voting by postal ballot, e-voting and voting by poll
will be announced by the Chairman. The results will also
be displayed on the website of the Company i.e. www.
kajariaceramics.com,besides being communicated to the
Stock Exchanges
e) Except as stated above, the Company did not hold Extra-
Ordinary General Meeting of the Shareholders.
Disclosures
a) Materially Significant Related party transactions
During the year 2016-17, there are no materially significant
transactions with the related parties’ viz. Promoters,
Directors or the Management, their subsidiaries or relatives
that had potential conflict with the Company’s Interest.
Suitable disclosure as required by Accounting Standard
General Body Meetings
a) The last three Annual General Meetings were held as per details given below:
Year
Date
Time Venue
Details of Special Resolutions Passed, if any.
2013-14
1st August
2014
12.00 Noon
A-27 to 30, Industrial Area,
Sikandrabad, Distt. Bulandshahr
(U.P.) - 203205
NIL
2014-15
7th
September
2015
3.30 P.M.
Crowne Plaza Today, Sector-29,
National Highway-8,
Gurgaon - 122001
i. Approval of related party transactions
ii. Issuance of ESOP to the employees of
the Company
iii. Issuance of ESOP to the employees of
the Subsidiary Company
2015-16
24th
August
2016
4.00 P.M.
Crown Plaza Today, Sector-29,
National Highway-8,
Gurgaon - 122001
i. Re-appointment of Mr. Ashok Kajaria
as Chairman & Managing Director of the
Company
ii. Sub-division of equity shares of the Company
075
ANNUAL
REPORT
20
16-17
KAJARIA
CERAMICS
CORPORATE
OVERVIEW
MANAGEMENT
REPORTS
FINANCIAL
STATEMENTS