Annual Report for the Year 2012-13 - Jaypee Group

DETAILS OF SPECIAL RESOLUTION(S) PASSED IN PREVIOUS
THREE ANNUAL GENERAL MEETINGS
No Special Resolution was passed in the previous three Annual
General Meetings of the Company held in 2010, 2011 & 2012.
DETAILS OF RESOLUTIONS PASSED THROUGH POSTAL
BALLOT, THE PERSONS WHO CONDUCTED THE POSTAL
BALLOT EXERCISE AND DETAILS OF THE VOTING PATTERN
During the financial year ended March 31, 2013, the Company
sought approval from its Shareholders on two occasions for
passing Special / Ordinary resolutions through the process of
Postal Ballot in accordance with the provisions of Section 192A
of the Act read with the Companies (Passing of the Resolutions
by Postal Ballot) Rules, 2011.
The Board of Directors of the Company, at its meeting had
appointed Scrutinizers and Alternate Scrutinizers for conducting
Postal Ballot in fair and transparent manner.
During the year under report, the Company for the Postal Ballot
Notice dated May 30, 2012 extended e-voting facility voluntarily
for its individual members to enable them to cast their vote
electronically instead of dispatching physical Postal Ballot. The
e-voting facility was first started by the Company with the Postal
Ballot Notice dated November 15, 2010 in association with
Central Depository Services (India) Limited (CDSL)
However, with Postal Ballot Notice dated September 27, 2012
the Company extended e-voting facility to all the members in
compliance of Clause 35B of the Listing Agreement.
The physical Postal Ballot forms received were kept in boxes
sealed by the Scrutinizers. In case of e-voting, the Scrutinizer
kept a periodic watch on the e-voting results by logging on to the
website of CDSL i.e. www.evotingindia.com and the aggregate
data of e-voting was compiled after the close of voting based on
data received from CDSL.
The declared result of the Postal Ballot was announced through
newspaper and was also displayed on the website of the
Company, www.jalindia.com. Details of the same are given
below:
(a) Resolutions passed on July 14, 2012 (Notice dated
May 30, 2012)
S. Particulars
Details / Dates
No.
1. Date of Board Meeting May 30, 2012
2. Scrutinizer appointed by the Board Ms. Sunita Mathur
of Directors at its meeting F.C.S., Practising
Company Secretary
3. Alternate Scrutinizer appointed
by the Board of Directors at its
meeting
4. Date of Notice seeking
Shareholders’ approval
5. Date of completion of Dispatch of
Notice
Ms. Deepti Srivastava
A.C.S, Practising
Company Secretary
May 30, 2012
June 11, 2012
S. Particulars
Details / Dates
No.
6. Last Date of receipt of duly filled July 11, 2012
Postal Ballot Form
7. Date of submission of Scrutinizer’s July 12, 2012
report to the Chairman
8. Date of declaration of Result July 14, 2012
9. e-voting facility extended to ‘Individual’
shareholders (other
than Corporate/FI/
FIIs, etc)
10. Name of website www.evotingindia.
com
11. Total no. of votes exercised 3,389
including e-vote
12. Total e-vote exercised 159
Particulars of Resolution Passed:
Special
1. Provide Security/Undertakings to IFCI Limited, a lender of
Jaypee Sports International Limited (JPSI), a subsidiary of the
Company.
2. Providing Security/Guarantee/Undertakings to lenders of
Jaiprakash Power Ventures Limited (JPVL), a subsidiary of
the Company.
3. Providing security to lender of RPJ Minerals Private Limited
(RPJM), an associate of the Company.
4. Providing Security/ Guarantee/Undertakings to the lenders
of Madhya Pradesh Jaypee Minerals Ltd. (MPJML), an
associate of the Company.
5. Raising of funds through Qualified Institutions Placement
(QIP)/External Commercial Borrowings (ECBs) with rights
of conversion into shares/Foreign Currency Convertible
Bonds (FCCBs)/American Depository Receipts (ADRs)/
Global Depository Receipts (GDRs)/Follow-on Public Offer
(FPO)/Optionally or Compulsorily Convertible Redeemable
Preference Shares (OCPS)/(CCPS) etc. pursuant to Section
81 (1A) of the Companies Act, 1956.
Ordinary
6. Creation of restructured security in favour of a new Single
Security Trustee to act for the benefit of the existing secured
creditors, new secured creditors and as a Security Agent on
behalf of the Debenture Trustees.
7. Creation of Mortgage/Charge in favour of lenders/trustee(s).
Voting Pattern
Particulars Total Votes Total Valid
Votes Cast
Total Valid votes
cast in favour of
the Resolution
Resolution 1 2,126,433,182 1,304,546,152 1,303,689,141
(99.93%)
Resolution 2 2,126,433,182 1,304,517,040 1,303,726,760
(99.94%)
Resolution 3 2,126,433,182 1,299,162,136 1,298,285,750
(99.93%)
Resolution 4 2,126,433,182 1,304,507,771 1,303,640,497
(99.93%)
Total Valid votes
cast against the
resolution
857,011
(0.07%)
790,280
(0.06%)
876,386
(0.07%)
867,274
(0.07%)
31