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DALMIA BHARAT LIMITED — Proxy Solicitation & Information Statement 2020
Jan 9, 2020
59036_rns_2020-01-09_b811c0c2-1e04-43da-9c21-4ac8b8b7f70b.pdf
Proxy Solicitation & Information Statement
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1010/01 January 09, 2020
P J Towers, Dalal Street, Mumbai — 400 051 Fort Mumbai-400001 Symbol: DALBHARAT Scrip Code: 542216
BSE Limited National Stock Exchange of India Limited New Trading Ring, "Exchange Plaza", Plot No. C-1, Block G Rotunda Building, Bandra — Kurla Complex, Bandra(East),
Re: Notice of Postal Ballot
Dear Sir(s),
Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Regulations"), we enclosed herewith a Notice of Postal Ballot together with the Explanatory Statement and Postal Ballot Form sent to the members of the Company whose names appear on the Register of Members/ List of Beneficial Owners as on Friday, January 03, 2020.
Kindly take the above information on your records.
Thanking you,
Yours faithfully,
For Dalmia Bharat Limited
(Formerly aR known Odisha Cement Limited)
Toe Dr. Sa Qn' jf Executive Director-Legal & (<- Group Company Secretary

Dalmia Bharat Limited
(Formerly known as Odisha Cement Ltd.) 11th & 12th Floors, Hansalaya Building, 15, Barakhamba Road, New Delhi - 110 001, India 91 11 23465100 f 91 11 23313303, w www.dalmiabharat.com, CIN : L14200TN2013PLC112346 Registered Office : Dalmiapuram, Dist. Tiruchirapalli, Tamil Nadu - 621 651, India A Dalmia Bharat Group company, www.dalmiabharat.com

DALMIA BHARAT LIMITED
(formerly known as Odisha Cement Limited)
(Registered Office: Dalmiapuram Lalgudi Dist. Tiruchirappalli, Tamil Nadu 621651) Phone No. 04329-235132 Fax No. 04329-235111 CIN L14200TN2013PLC112346; Website: www.dalmiabharat.com; Email: [email protected]
NOTICE OF POSTAL BALLOT
(Notice of postal ballot pursuant to Section 110 of the Companies Act, 2013, as amended, read with Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended)
Dear Members,
Notice is hereby given, pursuant to the provisions of Section 110 of the Companies Act, 2013 (the "Act"), read with Rule 22 of the Companies (Management and Administration) Rules, 2014 (the "Management Rules") including any statutory modification, clarification, substitution or re-enactment thereof for the time being in force, and other applicable provisions, if any, for seeking the approval of the Members by way of Postal Ballot including remote E-voting on the Ordinary Resolution set out in this Notice.
An Explanatory Statement pursuant to Section 102 of the Act and other applicable provisions of the Act, pertaining to the resolution setting out the material facts and the reasons thereof, is appended along with a postal ballot form ("Postal Ballot Form')
In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the provisions of Section 108 & 110 of the Act read with the Rule 20 & 22 of the Management Rules, Dalmia Bharat Limited (formerly known as Odisha Cement Limited) (the "Company") is pleased to provide electronic voting ("e-voting") facility to its members to enable them to cast their votes electronically. The Company is providing e-voting facility through KFin Technologies Private Limited ("KFIN"), the Registrar and Transfer Agent ("RTA") of the Company.
Members desiring to exercise their vote by Postal Ballot are requested to carefully read the instructions printed herein and return the Postal Ballot Form duly completed in the enclosed self-addressed Business Reply Envelope.
Members desiring to opt for e-voting as per the facilities arranged by the Company are requested to read the instructions in the Notes under the section 'Voting through electronic means'. References to Postal Ballot in this Notice include votes received electronically.
Pursuant to Rule 22(5) of the Management Rules, the Board of Directors of the Company has appointed Mr. R Venkatasubramanian, Practising Company Secretary (Membership No. A3673 & Certificate of Practice No. 3893) as the Scrutiniser to conduct postal ballot and the e-voting process in a fair and transparent manner.
The remote E-voting facility will be available during the following voting period:
Commencement of E-voting: From 9:00 a.m. (IST) on Saturday, January 11, 2020 and End of E-voting: Up to 5:00 p.m. (IST) on Sunday, February 09, 2020.
E-Voting shall not be allowed beyond 5 p.m. (IST) on Sunday, February 09, 2020, and shall be disabled by KFIN.
During the e-voting period, Members holding shares either in physical form or in Dematerialized form, as on cut-off date, i.e., January 03, 2020 may cast their vote electronically.
In the event, the proposed resolutions as set out in the Notice are assented by the requisite majority by means of evoting or Postal Ballot (whichever method the Members opts for), they shall be deemed to have been passed as Special Business at a General Meeting.

The Members are requested to consider and, if thought fit, pass the following resolution, as an Ordinary Resolution:
ITEM NO 1: To consider and approve the Related Party Transaction for availing professional services.
To consider and if thought fit, to pass the following Resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Section 188 of the Companies Act, 2013 ("Act") and other applicable provisions, if any, read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended from time to time, applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and the Company's policy on Related Party transaction(s), consent of the Company be and is hereby accorded to the agreement entered into for professional services between Dr. Niddodi Subrao Rajan, a related party within the meaning of Section 2(76) of the Act and Regulation 2(1)(zb) of the Listing Regulations and Dalmia Cement (Bharat) Limited,("DCBL") , a subsidiary of the Company, for a period of three financial years, effective January 1, 2020 till March 31, 2022, on such terms and conditions as may be mutually agreed between Dr. Niddodi Subrao Rajan and DCBL, subject to maximum professional fees of Rs. 3.50 crore during a financial year plus reimbursement of travel and other out of pocket expenses that may be incurred by him for the purpose of rendering such professional services."
By order of the Board of Directors For Dalmia Bharat Limited (formerly known as Odisha Cement Limited)
Date: January 02, 2020 Dr. Sanjeev Gemawat Place : New Delhi Company Secretary
FCS-3669
Notes:
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- The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, with respect to the proposed Resolution is annexed hereto.
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- The Postal Ballot Notice along with Postal Ballot Form is being sent to all the Members of the Company, whose names appear in the Register of Members / List of Beneficial Owners as received from National Securities Depository Limited (NSDL) / Central Depository Services (India) Limited (CDSL) as on Friday, January 03, 2020 and the voting rights shall also be reckoned on the paid-up value of shares registered in the name of the Member(s) as on the said cut-off date.
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- The Postal Ballot Notice along with Postal Ballot Form is being sent by email to those members who have registered their email addresses with their depository participants (in case of shares held in demat form) or with the Company's Registrar and Transfer Agent (in case of shares held in physical form). For members whose email IDs are not registered, physical copies are being sent by permitted mode along with a selfaddressed postage-prepaid Business Reply Envelope (BRE).
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- Members can also download the Postal Ballot Form from the link https://evoting.karvy.com or www.dalmiabharat.com; or seek a duplicate Postal Ballot Form from viz. KFin Technologies Private Limited having their address at Selenium, Tower B, Plot No. 31 & 32, Financial District, Gachibowli, Nanakramguda, Hyderabad — 500 032.
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- Postal Ballot Form and the self-addressed postage-prepaid BRE are enclosed for use by the Member(s).
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- Postal Ballot Form can also be sent by courier/speed post at the expense of the Members or be deposited personally at the address given on the self-addressed Business Reply Envelope.
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- Only a Member holding shares as on the cut-off date is entitled to exercise his vote through e-voting / Postal Ballot and send it to the Scrutiniser at the address as mentioned in the postage-prepaid self-addressed BRE so as to reach the Scrutiniser on or before the close of working hours i.e. 5:00 pm on Sunday, February 09, 2020.

- The Board of Directors on January 02, 2020, has appointed Mr. R Venkatasubramanian, Practicing Company Secretary (Membership No. A8673 & Certificate of Practice No. 3893) - as Scrutiniser to receive and scrutinise the Postal Ballot Forms received from the Members and for conducting the Postal Ballot process in a fair and transparent manner.
- Members can cast their vote online from Saturday, January 11, 2020 (9:00 am IST onwards) till Sunday, February 09, 2020 (upto 5:00 pm IST) as the e-voting module shall be disabled for voting by NSDL thereafter. No voting shall be allowed beyond 5:00 pm on Sunday, February 09, 2020. If you are voting through Postal Ballot Form (i.e. Physical Ballot), you are requested to carefully read the instructions included in this Notice and return the Postal Ballot form duly completed and signed along with your assent (FOR) or dissent (AGAINST) in the attached self-addressed postage-prepaid BRE, so as to reach the Scrutiniser on or before the close of working hours i.e. 5:00 pm on Sunday, February 09, 2020. Please note that Postal Ballot Form(s) received after the said date will be considered as invalid.
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- If a Shareholder has voted through e-voting facility, he is not required to send the Postal Ballot Form. If a Shareholder votes through e-voting facility as well as cast their vote through the Postal Ballot Form, the votes cast through e-voting shall only be considered by the Scrutiniser and voting done by Postal Ballot will be treated as invalid.
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- The Scrutiniser, after completion of scrutiny, will submit his report to the Chairperson or any other person as may be authorized by Board in this regard, on or before Tuesday, February 11, 2020. The result of the Postal Ballot will be announced by the Chairperson or any other Director or Company Secretary of the Company duly authorised, on Tuesday, February 11, 2020 by or before 5:00 pm at the Company's Registered office. In addition to the results being communicated to National Stock Exchange of India Limited and BSE Limited, the results along with Scrutiniser's report will also be placed on Company's website i.e.www.dalmiabharat.com and the website of KFIN i.e. www.evoting.karvy.com. The results alongwith the Scrutiniser's report shall also be displayed on the notice board at the Company's Registered office. If the proposed resolution is assented by requisite majority, it shall be deemed to have been duly passed on Sunday, February 09, 2020 i.e. being the last date of receiving postal ballot forms and e-voting.
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- All relevant documents are available for inspection of the Members at the Company's Registered Office of the Company on any working day (except Saturday, Sunday and National Holiday) between 10.00 am IST to 4.00 pm IST from the date of dispatch of the Notice until the last date for receipt of votes by Postal Ballot/e-voting.
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- Please read carefully the steps for "Procedure / Instructions for e-voting" and Casting of Vote by Postal Ballot Form which are enumerated herein.
Procedure / Instructions for E-voting:
The instructions for remote e voting are as under:
A In case a Member receives the postal ballot notice through an email from KFIN [for members whose email IDs are registered with the Company/Depository Participant(s)]:
i. Launch internet browser by typing the following URL: http://evoting.karvy.com.
ii. Enter the login credentials (i.e., User ID and password mentioned overleaf). However, if you are already registered with KFIN for evoting, you can use your existing User ID and password for casting your vote. iii. After entering these details appropriately, click on "LOGIN".
iv. First time users will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A — 2), one lower case (a — z), one numeric value (0 — 9) and a special character (@,#,\$, etc.). The system will prompt you to change your password and update your contact details like mobile number, email ID, etc on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.
v. You need to login again with the new credentials.
vi. On successful login, the system will prompt you to select the "EVENT" i. e. "Dalmia Bharat Limited."
vii. On the voting page, enter the number of shares (which represents the number of votes) as on the cut off date under "FOR/AGAINST" or alternatively, you may partially enter any number in "FOR" and partially in "AGAINST" but the total number in "FOR/AGAINST" taken together should not exceed your total shareholding. If the shareholder does not indicate either "FOR" or "AGAINST" then such electronic vote shall be treated as "ABSTAIN/ INVALID" and the shares held will not be counted under either head.

viii. Members holding multiple folios/demat account shall choose the voting process separately for each folio/ demat account.
ix. Voting has to be done for each item of the Notice separately. In case you do not desire to cast your vote for any specific item it will be treated as "abstained".
x. Cast your vote by selecting an appropriate option and click on "Submit".
xi. A confirmation box will be displayed. Click "OK" to confirm else "CANCEL" to modify. Once you confirm, you will not be allowed to modify your vote. During the voting period, members can login any number of times till they have voted on the all Resolution(s).
xii. Corporate/Institutional Members (i.e other than Individuals, HUF, NRI, etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/Authority Letter, etc. together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutiniser at E mail ID: [email protected], with a copy marked to [email protected]. The scanned image of the above mentioned documents should be in the naming format "Corporate Name and EVENT NO."
B In case a Member receives physical copy of the Postal Ballot Notice and Postal Ballot Form:
i. User ID and initial password as provided overleaf.
ii. Please follow all steps from SI. No. (i) to SI. No. (xii) as mentioned in (A) above, to cast your vote.
General Guidelines for Members
1 In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and e-voting User Manual for Members available at the download section of http://evoting.karvy.com or contact M/s KFin Technologies Private Limited at Tel. No. 18003454001 (toll free).
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You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).
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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 cut off date of the Company i.e. January 03, 2020
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Institutional Members (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutiniser by e-mail to KFIN.
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It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
Casting of Vote by Postal Ballot Form
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Members desiring to cast their vote in Postal Ballot Form are requested to execute the Postal Ballot Form as per the instructions stated therein and send the same in the enclosed self-addressed postage-prepaid BRE. 2. The vote can be cast by recording the assent in the Column FOR and dissent in the Column AGAINST by placing a tick mark (/) in the appropriate column.
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The Member need not use all the votes nor needs to cast all the votes in the same way.
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Members are requested not to send any other paper / document along with the Postal Ballot Form in the enclosed self-addressed postage-prepaid BRE, If sent, the same paper / document would not be acted upon.
ANNEXURE TO THE NOTICE
EXPLANATORY STATEMENT AS REQUIRED UNDER SECTION 102 OF THE COMPANIES ACT, 2013:
Item No. 1
The Members in their meeting held on August 30, 2019 had appointed Dr. Niddodi Subrao Rajan as a Non-Executive and Non-Independent Director of the Company.
Dr. Rajan is the former CEO of IDFC Foundation and former Group CHRO & Chief Marketing Officer of IDFC Bank since May 2016. Dr Rajan's over three and half decades of work experience spans industry and consulting,

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- Advising the Senior Operations Team of Dalmia Cement (Bharat) Limited (""DCBL") in areas such as - Organization Structure, Employee Value Proposition (EVP), Performance Management System (PMS), Sales Strategy and Projects listed under "Unleashing Potential".
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- Mentoring & Coaching of the Senior Operations Team of DCBL and other group companies.
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- Guiding & Mentoring to the Senior Management on New Business Initiatives and towards Business Excellence.
| Ce Dalmi2" Bharat Limited |
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|---|---|---|---|---|---|
| in both line and staff functions. Prior to IDFC Bank, Dr. Rajan was member of the Group Executive Council and the Group CHRO at Tata Sons, reporting to the Group Chairman. He also facilitated the areas of Board Effectiveness and Corporate Governance, for companies across the group. While at Tata Sons, Dr. Rajan served as Director on the Boards of Indian Hotels (Taj group of hotels) and Tata Services. |
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| Dr. Rajan was the former partner and global leader, people and organisation at Ernst & Young (E&Y). Dr. Rajan joined E&Y in 2001 as people and organisation (P&O) practice leader for India. He built the practice in India from scratch to a leading market position today. He was selected to become the leader of the global P&O practice with a mandate to develop and grow the footprint of its HR advisory services worldwide. His expertise spans the entire value chain of HR, and has rendered consulting services to diverse range of clients. |
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| Dr. Rajan is a graduate in Economics from Loyola College, Chennai; a post-graduate in Business Management from XLRI, Jamshedpur; and has earned a PhD from IIT Delhi, in the field of Leadership. Dr. Rajan is the former National President of the National HRD Network, the country's premier association of the HR fraternity and has also served as a member of 'Confederation of Indian Industry' national committees. Dr. Rajan has received accolades such as "HR Professional of the Year" in 2008 by National HRD Network, "Outstanding HR Leadership by Hindustan Times HR Leadership Awards, 2012". XLRI, his alma mater, conferred on him the prestigious "Distinguished Alumni" recognition in 2015 and is now a member of the XLRI Board of Governors. |
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| He is an investor in start-ups and mentors them too. He authored "Quote Me If You Can", a compilation of his reflections on corporate life and beyond. An avid writer, blogger, Dr. Rajan has been recognised by SHRM to be amongst the Top 10 HR social media influencers in India. He has been cited in many academic texts on HR and is a visiting faculty at premier business schools. Dr. Rajan has been researching 'Happiness at Work' for the past two decades and is currently penning a book on this subject. |
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| Dalmia Cement (Bharat) Limited, (DCBL) subsidiary of the Company desired to enter into an agreement with Dr. Niddodi Subrao Rajan for availing professional services. The professional services that are proposed to be availed under the agreement shall include: Advising the Senior Operations Team of Dalmia Cement (Bharat) Limited (""DCBL") in areas such as 1. - Organization Structure, Employee Value Proposition (EVP), Performance Management System (PMS), Sales Strategy and Projects listed under "Unleashing Potential". |
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| Mentoring & Coaching of the Senior Operations Team of DCBL and other group companies. 2. |
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| 3. Excellence. |
Guiding & Mentoring to the Senior Management on New Business Initiatives and towards Business | ||||
| The professional services shall be availed on need basis on the terms and conditions mutually agreed between DCBL and Dr. Niddodi Subrao Rajan after negotiation and subject to a maximum professional fees of Rs. 3.50 crore during a financial year. The agreement shall be initially for a period of three financial years, effective January 1, 2020 till March 31, 2022, extendable with mutual consent. |
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| As per section 188 (1)(f) of the Companies Act, 2013 read with Rule 15 of the Companies (Meeting of Board and its Powers) Rules 2014, the aforesaid agreement proposed by DCBL, being a subsidiary, with a Director of the Company shall be a Related Party Transaction and requires approval of the members of the Company. |
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| In view of the above, approval of the members is being sought for the said Related Party Transaction(s) proposed to be entered into by Dalmia Cement (Bharat) Limited with Dr. Rajan. Pursuant to Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended from time to time, disclosure of particulars of the agreement with Dr. Rajan are as follows: |
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| SI.No Particulars | Remarks | ||||
| Name of the Related Party 1 |
Dr. Niddodi Subrao Rajan | ||||
| Name of the Director or Key Managerial 2 person related , if any |
Dr. Niddodi Subrao Rajan | ||||
| Nature of relationship 3 |
Non-Executive and Non Independent Director of the Company and holding nil shares of the Company. |

| ea | ||
|---|---|---|
| 4 | particulars of the agreement | Nature, material terms, monetary value and Professional services in the area of Human Resource, Business Strategy and Organisational Transformation and Board Effectiveness shall be availed by Dalmia Cement (Bharat) Limited, a subsidiary of the Company, from Dr. Rajan in consideration of professional fees, subject to maximum professional fees of Rs. 3.50 crore during a financial year plus reimbursement of travel and other out of pocket expenses that may be incurred purpose rendering such him by the for of professional services. |
| 5 | Any other information relevant or important for the members to take a decision on the proposed resolution |
The professional services shall be (a) Advising the Senior Operations Team of DCBL in areas such as Employee Organization Structure, Value - Performance Management Proposition (EVP), System (PMS), Sales Strategy & Projects listed under "Unleashing Mentoring Potential (b) & Coaching of the Senior Operations Team of DCBL companies. group Guiding and other (c) & Mentoring to the Senior Management on New Business towards Business and Initiatives Excellence. |
None of the Directors and Key Managerial Personnel of the Company or their respective relatives, is concerned or interested, financially or otherwise, in the resolution except Dr. Niddodi Subrao Rajan. The Board of Directors recommend passing of the resolution as set out at item no. 1 of this Notice as an Ordinary Resolution.

eG DALMIA BHARAT LIMITED
Dalmia (formerly known as Odisha Cement Limited)
POSTAL BALLOT FORM
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- Name(s) of Shareholder(s) (Including joint holder(s), if any)
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- Registered address of the sole/ First named : Shareholder
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- Folio No./DP ID No./Client ID No.
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- Number of share(s) held
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- I/We hereby exercise my/our vote in respect of the Ordinary Resolution to be passed through Postal Ballot for the business stated in the accompanying Postal Ballot Notice of the Company dated January 02, 2020 by conveying my/our assent or dissent to the said Resolution by placing the tick (y ) mark in the appropriate box below :
| LIMITED DALMIA BHARAT eG (formerly known as Odisha Cement Limited) Dalmia |
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|---|---|---|---|---|---|---|---|---|
| Sd Bharat Limited |
(Regd. Office: Dalmiapuram Lalgudi Phone No. 04329-235132 Fax No. 04329-235111 |
Dist. Tiruchirappalli, Tamil Nadu. - 621 651) | ||||||
| CIN L14200TN2013PLC112346; Website: www.dalmiabharat.com POSTAL BALLOT FORM (To be returned to the Company) |
E-mail: | [email protected] | ||||||
| (FOR PHYSICAL VOTING ONLY) | S.No.: | |||||||
| 1. | Name(s) of Shareholder(s) (Including joint holder(s), if any) |
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| 2. | Registered address of the sole/ First named : Shareholder |
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| 3. | Folio No./DP ID No./Client ID No. | |||||||
| 4. | Number of share(s) held | |||||||
| 5. | I/We hereby exercise my/our vote in respect of the Ordinary Resolution to be passed through Postal Ballot for the business stated in the accompanying Postal Ballot Notice of the Company dated January 02, 2020 by conveying my/our assent or dissent to the said Resolution by placing the tick (y ) mark in the appropriate box below : |
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| S.NO | Brief Description of the Resolution | No. of Shares(s) |
Please Tick ( / ) in the appropriate box below |
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| I/We assent to the Resolution |
I/We dissent to the Resolutions |
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| 1. | Ordinary Resolution seeking approval of shareholders pursuant sections 188 to provisions of the Companies Act, 2013 for entering an agreement professional for Dr. Niddodi Subrao Rajan, Cement and Dalmia (Bharat) the Company for subsidiary of financial years, effective January 1, 2020 till March 31, 2022. |
and _ other applicable between services Director of the Company Limited,("DCBL"), a a period of three |
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| Place Date |
Signature of the Shareholder(s) | |||||||
| : | ||||||||
| eee eee enna eee en eee ee een e eee ee een eene ce eensenesnsensensensensenssesensenseesensensensensenses CU FFOM NOP -.-.2eeececcenceeceecnneceeeneenseeeensenscesensenssesensenseasensenseasonsensenseesensens (to be retained with the shareholder E-voting particulars facility |
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| EVEN (E voting Event Number) |
USER ID | PASSWORD/PIN |
Date : Signature of the Shareholder(s)
E-voting facility particulars (to be retained with the shareholder
| EVEN (E voting Event Number) |
USER ID | PASSWORD/PIN | |
|---|---|---|---|
Note: Please read the Notes carefully before filling the form.
INSTRUCTIONS:
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- Amember desiring to exercise vote by Postal Ballot should complete this Postal Ballot Form in all respects and send it to the scrutiniser in the attached self-addressed Business Reply envelope. Postage will be borne and paid by the Company. However, envelopes containing Postal Ballot Forms, if deposited in person or sent by courier at the expense of the members will also be accepted.
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- The self-addressed Business Reply Envelope bears the name of the Scrutiniser appointed by the Company and the address to which the Postal Ballot Form has to be dispatched.
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- This form should be completed and signed by the sole/first named member. In the absence of first named member, in case of joint holding, the Form may be completed and signed by the first named member and in his absence by the next named member. The signature of the member on this Postal Ballot Form should be as per the specimen signature registered with the Company or furnished by National Securities Depository Limited / Central Depository Services (India) Limited to the Company, in respect of shares held in the physical form or dematerialized form, respectively.
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- In case of shares held by companies, trusts, societies, etc., the duly completed Postal Ballot Form should be accompanied by a certified true copy of the Board Resolution / Authority together with attested specimen signatures of the duly authorized signatory (ies). Postal Ballot Form signed by the holder of power of attorney for and on behalf of a member of the Company must be accompanied by the attested true copy of Power of Attorney. If the same is already registered with the Company or the Registrar, please quote the Registration No. beneath the signature.
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- Members are requested not to send any other papers along with the Postal Ballot Form in the enclosed selfaddressed Business Reply Envelopes as all such envelopes will reach directly to the Scrutiniser and if any extraneous paper is found in such envelope, the same would not be considered and would be destroyed by the Scrutiniser.
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- The votes should be cast either in favour of or against the Resolution(s) by putting the tick mark in the column provided for assent or dissent. Postal ballot form bearing (Vv) in both the column will render the form invalid. Incomplete, unsigned, incorrectly filled or bearing more than one (v) Postal ballot forms will be subject to rejection by the scrutiniser.
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- The right of voting by Postal Ballot shall be exercised only by the members.
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- A member need not use all the votes nor needs to cast all the votes in the same way.
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- There will be only one Postal Ballot Form for every Folio/DP ID & Client ID irrespective of the number of joint Member(s). The photocopy of the Postal Ballot Form will not be considered valid.
- 10.Duly completed Postal Ballot Form should reach the Scrutiniser not later than the close of working hours on Sunday, February 09, 2020. Postal Ballot Form received after the said date will be considered as invalid .
- 11.Voting rights shall be reckoned on the paid-up value of the shares registered in the name of the member as on January 03, 2020.
- 12.Votes will be considered invalid on the following grounds:
- i. If the Member's Signature does not tally.
- il. If the member has marked all his shares both in favour and also against the resolution.
- iii. If the Ballot paper is unsigned.
- iv. If the Ballot paper is filled in pencil or signed in pencil.
- V. If the Ballot paper is received torn or defaced or mutilated to an extent that it is difficult for the Scrutiniser to identify either the member or the number of votes or as to whether the votes are in favour or against or if the Signature could not be checked or one or more of the above grounds. The results and report of the Scrutiniser will also be hosted on the Company's website www.dalmiabharat.com and
- 13.The Scrutiniser's decision on the validity of the Postal Ballot will be final.
- 14.The results of the Postal Ballot will be declared at the Registered Office of the Company as specified in the Notice. will be communicated to the Stock Exchanges.