Electrosteel Castings Ltd. — Proxy Solicitation & Information Statement 2020

Jan 17, 2020

ELECTROSTEEL CASTINGS LIMITED zyxwvutsrqponmlkjihgfedcbaZYXWVUTSRQPONMLKJIHGFEDCBA PIONEERING zyxwvutsrqponmlkjihgfedcbaZYXWVUTSRQPONMLKJIHGFEDCBA 2§ H.O. : zyxwvutsrqponmlkjihgfedcbaZYXWVUTSRQPONMLKJIHGFEDCBA G.K. Tower, 19, Camac Street, Kolkata 700 017, India Regd. Office : Ratl,od Colony, Rajgangpur, Sundergarl1, ooisna 770 017 Tel : +91 33-2283 9900, 7103 4400 CIN : L273100R1955PLC000310 Web : www.electrosteelcastings.com

17 January, 2020

BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400 001

National Stock Exchange of India Limited Exchange Plaza, Sandra Kurla Complex, Sandra (E}, Mumbai - 400 051

Scrip Code: 500128

Symbol: ELECTCAST

Dear Sir/ Madam,

Sub: Submission of Notice of Postal Ballot of the Company and intimation of cut-off date fore-voting

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith a copy of the Postal Ballot Notice of the Company along with Postal Ballot Form.

The Postal Ballot Notice of the Company along with Postal Ballot Form is also being uploaded on the website of the Company at www.electrosteelcastings.com.

Please be informed that the Company has fixed 6 December, 2019 as the cut-off date to determine the entitlement of voting rights of the Members eligible to vote either through remote e-voting or through Postal Ballot Form. The Company has availed evoting services from National Securities Depository Limited to provide e-voting platform to the Members of the Company.

The remote e-voting period commences on Saturday, 18 January, 2020 at 9.00 a.m. and ends on Sunday, 16 February, 2020 at 5.00 p.m.

This is for your information and records.

Thanking You,

Yours Faithfully,

For Electrosteel Castings Limited zyxwvutsrqponmlkjihgfedcbaZYXWVUTSRQPONMLKJIHGFEDCBA

' .•

Encl: As above

ELECTROSTEEL CASTINGS LIMITED

CIN: L27310OR1955PLC000310

Registered Office: Rathod Colony, Rajgangpur, Sundergarh, Odisha 770 017, India Tel.: +91 06624 220 332; Fax: +91 06624 220 332 Corporate Office: G. K. Tower, 19 Camac Street, Kolkata 700 017, India

Tel.: +91 033 2283 9990; Fax: +91 033 2289 4339

Website: www.electrosteelcastings.com; E-mail ID: companysecretary@electrosteel.com

NOTICE OF POSTAL BALLOT

NOTICE is hereby given that pursuant to Section 110, read with Section 108 of the Companies Act, 2013 ('Act') and the Companies (Management and Administration) Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof, for the time being in force] and relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('Listing Regulations'), to transact Special Business as mentioned hereunder, which is proposed to be passed by the Members of the Company by means of an Ordinary Resolution through Postal Ballot, which shall include voting by electronic means.

The Explanatory Statement, in terms of the provisions of Section 102 of the Act, setting out the material facts concerning the Special Business and the reasons thereof, is annexed herewith and is being sent to you, along with the Postal Ballot Form, for your consideration.

Ms. Rashmi Bihani (Membership No.: FCA 064298) of M/s. Bihani Rashmi & Co., Chartered Accountants, 5, Clive Row, (4th floor), Room No. 92A, Kolkata – 700 001, has been appointed by the Board of Directors as the Scrutinizer, after receiving her consent for the same, for conducting the Postal Ballot voting process (including e-voting) in a fair and transparent manner.

Only those Members who are entitled to vote as on the cut-off date (i.e., Friday, 6 December, 2019) are entitled to fill in the Postal Ballot Form and send it to the Scrutinizer or vote through the e-voting facility offered by the Company. Any other recipient of the Notice who has no voting rights should treat this Notice for the purpose of information only.

In case of voting through Postal Ballot Form, the Members are requested to read the instructions carefully in the accompanied Postal Ballot Form, vote either 'FOR' (Assent) or 'AGAINST' (Dissent) the Resolution and return the said Form, in original, duly completed in all respects and signed, in the attached self addressed postage pre-paid Business Reply Envelope so as to reach the Scrutinizer before 5:00 P.M. (IST) on Sunday, 16 February, 2020. Postage will be borne and paid by the Company. Postal Ballot Forms(s) deposited in person or sent by post or courier at the expense of the Member will also be accepted. Please note that any Postal Ballot Form(s) received after the said date and time will be considered that no reply from such Member has been received and be treated as invalid.

In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company is pleased to offer the facility to vote through electronic means in addition to voting by postal ballot on the Resolution proposed in this Postal Ballot Notice. Voting by electronic means is optional. The Company has engaged the services of National Securities Depository Limited ('NSDL'), as the agency for facilitating e-voting, to provide the Members with an option to cast their votes electronically. Members desiring to opt for the e-voting facility are requested to read carefully the related Notes to this Postal Ballot Notice and instructions given thereunder.

The Scrutinizer, upon completion of the scrutiny of votes cast by postal ballot and votes cast through electronic means, will submit her Report to the Chairman or a person authorised by him, who shall countersign the same, and the result of the Postal Ballot will be declared on Tuesday, 18 February, 2020 at 4:00 P.M. (IST) at the Corporate Office of the Company. The Result of the Postal Ballot, along with the Scrutinizer's Report, will be posted under the 'Investors' section on the Company's website, www.electrosteelcastings.com and shall also be displayed on the Notice Boards of the Company at its Registered Office and at its Corporate Office. The Result of the Postal Ballot shall simultaneously be communicated to all the Stock Exchanges where the equity shares of the Company are listed and to NSDL.

SPECIAL BUSINESS:

1. Approval for appointment of Mrs. Nityangi Kejriwal Jaiswal, related party, as Executive Director (not being on the Board of Directors) in the Company and payment of remuneration thereof.

To consider and if thought fit, to pass the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to applicable provisions, if any, of the Companies Act, 2013, and Rules made thereunder [including any statutory modification(s) or re-enactment(s) thereof, for the time being in force] and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, consent of the Members of the Company be and is hereby accorded for appointment of Mrs. Nityangi Kejriwal Jaiswal, a relative of Mr. Umang Kejriwal, Managing Director, as Executive Director (not being on the Board of Directors) being an office or place of profit, at the remuneration, perquisites and other allowances, with effect from the approval of the shareholders of the Company, for a period of 5 (five) years, on terms and conditions as detailed out in the Explanatory Statement annexed to the Notice conducting this Postal Ballot.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to take all steps and do all acts, deeds and things as may be necessary, proper and expedient to give effect to this Resolution."

By Order of the Board of Directors For Electrosteel Castings Limited

12 November, 2019 Indranil Mitra Kolkata Company Secretary

NOTES:

• 1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 ('the Act'), setting out details relating to Special Business mentioned in this Postal Ballot Notice is annexed hereto.
• 1. This Postal Ballot Notice, along with Postal Ballot Form, is being sent to all the Members, whose names appear in the Register of Members / list of Beneficial Owners as received from the Depositories as on Friday, 6 December, 2019 ('Cut-off Date').
• 1. The voting rights of the Members shall be reckoned in proportion to the Equity Shares held by them in the Company as on Cut-off Date. Only those Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off Date will be entitled to cast their votes by Postal Ballot or e-voting. A person who is not a Member as on the said date should treat this Notice for information purpose only.
• 1. Members can opt for only one mode of voting, i.e., either Postal Ballot or e-voting. In case any Member votes both by postal ballot and e-voting, the votes by postal ballot shall be treated as invalid and the votes cast through e-voting will prevail.
• 1. Members intending to vote by Postal Ballot Form(s) may send duly completed Postal Ballot Form(s) in the attached self-addressed postage pre-paid Business Reply Envelope so as to reach the Scrutinizer by 5:00 P.M. (IST) on Sunday, 16 February, 2020.
• 1. In case of joint holders, the joint holder who is highest in the order of names will be entitled to vote.
• 1. Corporate and Instituitional Members (i.e., other than individuals, HUF, NRI, Trusts, etc.) are requested to send the duly completed Postal Ballot Form(s) accompanied by a certified copy of the relevant Board Resolution / Authority letter, etc., with attested specimen signature of the duly authorised signatory(ies) authorised to vote.
• 1. A Member may request for a duplicate Postal Ballot Form, if so required, from the Company's Registrar and Transfer Agent, Maheshwari Datamatics Pvt. Ltd. at mdpldc@yahoo.com or at the following address: Maheshwari Datamatics Pvt. Ltd., 23, R. N. Mukherjee Road, 5th Floor, Kolkata - 700 001, or at Tel. No.: (033) 2248 2248, Fax No.: (033) 2248 4787. Alternatively, the same may be obtained by downloading from the Company's website, www.electrosteelcastings.com. However, the duly filled-in duplicate form should reach the Scrutinizer not later than the date and time as specified at Note No. 5 above.
• 1. Voting through electronic means:
  • I. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, the Members are provided with the facility to exercise their right to vote on the Resolution mentioned in this Notice by electronic means. The facility of casting the votes electronically is provided to the Members through the e-voting platform provided by National Securities Depository Limited ('NSDL').
  • II. The e-voting period commences on Saturday, 18 January, 2020 [9:00 A.M. (IST)] and ends on Sunday, 16 February, 2020 [5:00 P.M. (IST)]. During this period, Members of the Company, holding shares either in physical form or in dematerialized form, as on the Cut-off Date, may cast their vote by e-voting in the manner and process set out herein below. The e-voting module shall be disabled by NSDL for voting thereafter. Once a vote on the Resolution is cast by the Member, the Member shall not be allowed to change it subsequently.
  • III. The process and manner for e-voting are as under:

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

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?

• (i) 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.
• (ii) Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholders' section.
• (iii) 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.

(iv) Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDLor CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demataccount with NSDL.	8 Character DP ID followed by 8 Digit ClientID
	For example, if your DP ID is IN300*** andClient ID is 12****** then your User ID isIN30012***.
b) For Members who hold shares in demat	16 Digit Beneficiary ID
account with CDSL.	For example, if your Beneficiary ID is12**************thenyourUserIDis12**************
c) For Members holding shares in PhysicalForm.	EVEN Number followed by Folio Numberregistered with the Company
	For example, if Folio Number is 001*** andEVENis101456thenUserIDis101456001***

• (v) Your password details are given below:

  • a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

• b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.

• c) How to retrieve your 'initial password'?

  • (i) If your email ID is registered in your demat account or with the Company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment, i.e., a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
  • (ii) If your email ID is not registered, your 'initial password' is communicated to you on your postal address.

• (vi) If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:

  • a) Click on "Forgot User Details/Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
  • b) "Physical User Reset Password?" (If you are holding shares in physical mode) option available on (www.evoting.nsdl.com.)
  • c) If you are still unable to get the password by aforesaid two options, you can send a request at (evoting@nsdl.co.in) mentioning your demat account number/folio number, your PAN, your name and your registered address.

• (vii) After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.

• (viii) Now, you will have to click on "Login" button.

• (ix) After you click on the "Login" button, Home page of e-Voting will open.

Details on Step 2 is mentioned below:

How to cast your vote electronically on NSDL e-Voting system?

• (i) After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.
• (ii) After click on Active Voting Cycles, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle is in active status.
• (iii) Select "EVEN" of company for which you wish to cast your vote.
• (iv) Now you are ready for e-Voting as the Voting page opens.
• (v) Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
• (vi) Upon confirmation, the message "Vote cast successfully" will be displayed.
• (vii) You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• (viii) Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders:

• (i) Institutional and Corporate Members (i.e., other than individuals, HUF, NRI, etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution / Authority letter, etc., with attested specimen signature of the duly authorised signatory(ies) who are authorised to vote, to the Scrutinizer by e-mail to rashmi@bihanico.in, with a copy marked to evoting@nsdl.co.in.
• (ii) 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.

• (iii) In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and evoting user manual for Members available at the download section of www.evoting.nsdl.com or call on Toll Free No.: 1800-222-990 or send a request at evoting@nsdl.co.in
• 1. 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).
• 1. The Resolution, if passed by requisite majority, shall be deemed to have been passed on the last date specified for receipt of duly completed Postal Ballot Forms or e-voting, i.e., Sunday, 16 February, 2020. The Resolution, if assented to by requisite majority, shall be deemed to have been duly passed at a general meeting convened in that behalf.
• 1. All documents referred to in this Notice and the Explanatory Statement will be available for inspection at the Registered Office and copies thereof will be made available at the Corporate Office during business hours on all working days, till Sunday, 16 February, 2020 [5:00 P.M. (IST)].
• 1. This Notice is being sent in electronic mode to those Members who have registered their e-mail addresses with the Company's Registrar and Share Transfer Agent or with the Depositories unless any Member has requested for a hard copy of the same and in physical mode to the other Members through permitted mode(s).
• 1. Members may also note that this Postal Ballot Notice, along with the Postal Ballot Form, will also be available under 'Investors' Section on the Company's website, www.electrosteelcastings.com, for download.
• 1. Members who have not registered their e-mail addresses so far, are requested to register their e-mail addresses for receiving all communications including Notices, Annual Reports, Circulars, etc., from the Company, electronically.
• 1. In case of any queries, you may contact the Company at companysecretary@electrosteel.com or at its Registered Office, alternatively, you may contact the Company's Registrar and Transfer Agent, Maheshwari Datamatics Pvt. Ltd. at mdpldc@yahoo.com or at the following address: Maheshwari Datamatics Pvt. Ltd., 23, R. N. Mukherjee Road, 5th Floor, Kolkata - 700 001, or at Tel. No.: (033) 2248 2248, Fax No.: (033) 2248 4787.

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

Item No. 1

The Board, at its meeting held on 29 January, 2019, had appointed Mrs. Nityangi Kejriwal Jaiswal as Officer on Special Duty – Sales & Marketing in the Company with effect from 1 February, 2019.

Mrs. Jaiswal, aged 28 years, is a Graduate from the Cardiff University, UK and specialised in Journalism, Media and Cultural Studies. She was associated with Electrosteel Steels Limited for around 5 (five) years, actively involved in marketing with special focus on development of retail marketing, sales, logistics, branding and advertising of its products.

Mrs. Jaiswal has also served as a Non-Executive Director on the Board of Electrosteel Castings Limited, from 31 March, 2015 to 28 January, 2019. Presently, she is heading fittings business and digital marketing. She is also associated with sales, logistics, branding and advertising. She has made remarkable contribution in all areas in which she has been involved, especially in fittings business, which is visible in the financial performance of the Company also. Due to her constant efforts, the annual production of DI Fittings has risen from 6,546 MT to 12,085 MT from Financial Year 2015-16 to Financial Year 2018-19, respectively. The profit generated from DI Fittings has risen from Rs. 1,653 Crores for the Financial Year 2015-16 to Rs. 8,634 Crores, for the Financial Year 2018-19.

Understanding the importance of major digital social platforms, like, Facebook, Twitter, Instagram, etc., for business marketing, Mrs. Jaiswal has continuously and successfully endeavoured towards boosting the Company's brand and visibility on the said social platforms, which helps to connect and interact with other potential customers and also helps to augment the Company's brand image.

Being the daughter of Mr. Umang Kejriwal, Managing Director of the Company, Mrs. Jaiswal is also a related party of the Company within the definition of Section 2(76) of the Companies Act, 2013 ('the Act').

In compliance with Section 188 of the Act, read with applicable Rules thereof, the Board of Directors has approved the change in designation of Mrs. Jaiswal to Executive Director (not being on the Board of Directors) of the Company on the following remuneration, perquisites and other allowances, with effect from the approval of the Members of the Company, for a period of 5 (five) years:

• (i) Salary: Rs. 2,48,000 per month in the grade of Rs. 2,48,000 22,500 3,38,000.
• (ii) Special Allowance of Rs. 2,12,200 per month in the grade of Rs. 2,12,200 22,500 3,02,200.
• (iii) Perquisites and Amenities:
  • a) House Rent Allowance up to 50% of the Salary.
  • b) Medical Allowance up to a limit of one month's salary per annum in accordance with the Rules specified by the Company.
  • c) Conveyance Allowance/Reimbursement of conveyance expenses up to Rs. 35,000 per month.
  • d) Term Insurance, Group Medical & Accident Insurance Premium as per applicable Rules & Regulations of the Company.
  • e) Leave: As per applicable Rules & Regulations of the Company.
  • f) Encashment of Leave: In accordance with the Company's Rules and Regulations.
  • g) Contribution to Retiral Benefit Funds: The Company's contribution to Provident Fund as per applicable Rules & Regulations of the Company.
  • Gratuity in accordance with the Gratuity Fund Rules.
  • h) Leave Travel Concession: Return passage for Mrs. Nityangi Kejriwal Jaiswal and her family up to a limit of one month's salary per annum in accordance with the rules specified by the Company.

For the purpose of eligibility of perquisites 'family' means the spouse, the dependent children and dependent parents of Mrs. Jaiswal.

Mrs. Jaiswal shall be entitled to all other benefits, amenities and facilities as per the Rules and Policy of the Company and the Company would reimburse membership fees and expenses for two clubs for official purpose.

The appointment of Mrs. Jaiswal may be terminated by either party by giving to the other 3 (three) months' notice in writing, or salary in lieu thereof.

The Board of Directors believes that the remuneration proposed to be paid to Mrs. Jaiswal is commensurate with her qualification & knowledge and is in line with industry standards prevalent in the current scenario.

The relevant particulars of the transaction are as under:

1.	Name of the Related Party	Mrs. Nityangi Kejriwal Jaiswal
2.	NameoftheDirectororKeyManagerial	Mr. Umang Kejriwal, Managing Director
	Personnel who is related
3.	Nature of relationship	Mrs. Nityangi Kejriwal Jaiswal is the daughter of Mr.
		UmangKejriwal,ManagingDirectorofthe
		Company.
4.	Nature, material terms, monetary value and	As mentioned above
	particulars of the contract or arrangement
5.	Any other information relevant or important for the	As mentioned above
	members to take a decision on the proposed
	Resolution

The Board recommends the Resolution set out at Item No. 1 of the Notice for approval of the Members of the Company, to be passed as an Ordinary Resolution.

Except Mr. Umang Kejriwal, Managing Director, being relative of Mrs. Nityangi Kejriwal Jaiswal, and his relatives, none of the other Directors and/or Key Managerial Personnel of the Company and their relatives are in any way concerned or interested in the Resolution set out at Item No. 1 of the Notice.

By Order of the Board of Directors For Electrosteel Castings Limited

12 November, 2019 Indranil Mitra Kolkata Company Secretary

ELECTROSTEEL CASTINGS LIMITED

CIN: L27310OR1955PLC000310 Registered Office: Rathod Colony, Rajgangpur, Sundergarh, Odisha 770 017, India Tel.: +91 06624 220 332; Fax: +91 06624 220 332 Corporate Office: G. K. Tower, 19 Camac Street, Kolkata 700 017, India Tel.: +91 033 2283 9990; Fax: +91 033 2289 4339 Website: www.electrosteelcastings.com; E-mail ID: companysecretary@electrosteel.com

POSTAL BALLOT FORM

Postal Ballot No.:

Sl.No.	Particulars	Details
1.	NameandRegisteredAddressofsole/firstnamed Member
2.	Name(s) of Joint Holders,if any
3.	Ledger Folio / DP ID &Client ID No.
4.	Number of Shares held ason 6 December, 2019

I/We hereby exercise my/our votes in respect of an Ordinary Resolution to be passed through Postal Ballot in respect of the business stated in the Postal Ballot Notice dated 12 November, 2019 by sending my/our assent or dissent by placing (9) mark in the appropriate box below:

Brief particulars of the resolutionproposed	No. ofSharesVoted	I/We assent tothe resolution('FOR')	I/We dissent tothe resolution('AGAINST')
Approval for appointment of Mrs. NityangiKejriwal Jaiswal, related party, as ExecutiveDirector (not being on the Board of Directors)in the Company and payment of remunerationthereof

Place:

Date:

Signature of the Member/Authorised Representative

ELECTRONIC VOTING PARTICULARS

EVEN(E-Voting Event Number )	User ID	Password/PIN

Note:

1. Please read carefully the instructions printed overleaf before exercising your vote.

INSTRUCTIONS

• 1. A Member desiring to exercise vote by Postal Ballot may complete this Postal Ballot Form and send it to the Scrutinizer in the enclosed self addressed pre-paid postage Business Reply Envelope. Postage will be borne and paid by the Company. Postal Ballot Form(s) deposited in person or sent by post or courier at the expense of the Member will also be accepted.
• 1. This Form should be completed and signed by the Member (as per the specimen signature registered with the Company/Depository Participants). In case of joint holding, this Form should be completed and signed by the first named Member and in his/her absence, by the next named Member.
• 1. Duly completed Postal Ballot Forms should reach the Scrutinizer before 5:00 p.m. (IST) on Sunday, 16 February, 2020. Any Postal Ballot Form(s) received after the said date and time will be considered that no reply from such Member has been received and be treated as invalid.
• 1. A Member may request for a duplicate Postal Ballot Form, if so required, from the Company's Registrar and Transfer Agent, Maheshwari Datamatics Pvt. Ltd. at mdpldc@yahoo.com or at the following address: Maheshwari Datamatics Pvt. Ltd., 23, R. N. Mukherjee Road, 5th Floor, Kolkata - 700 001, or at Tel. No.: (033) 2248 2248, Fax No.: (033) 2248 4787. Alternatively, the same may be obtained by downloading from the Company's website, www.electrosteelcastings.com. However, the duly filled-in duplicate form should reach the Scrutinizer not later than the date and time as specified at Note No. 3 above.
• 1. Corporate and Instituitional Members (i.e., other than individuals, HUF, NRI, Trusts, etc.) are requested to send the duly completed Postal Ballot Form(s) accompanied by a certified copy of the relevant Board Resolution / Authority letter, etc., with attested specimen signature of the duly authorised signatory(ies) authorised to vote.
• 1. A Shareholder/Member need not use all his/her votes nor he/she needs to cast all his/her votes in the same way.
• 1. The consent must be accorded by recording the assent in the Column 'FOR' and dissent in the Column 'AGAINST' by placing a tick mark (9) in the appropriate column.
• 1. Members are requested not to send any other paper along with the Postal Ballot Form in the enclosed self-addressed Business Reply Envelope. Such Business Reply Envelopes will be sent to the Scrutinizer and any extraneous paper found in such Envelopes would be destroyed by the Scrutinizer and the Company would not be able to act on the same.
• 1. The voting rights of the Members shall be reckoned in proportion to the Equity Shares held by them in the Company as on Cut-off Date, i.e., Friday, 6 December, 2019.
• 1. Members can opt for only one mode of voting, i.e., either Postal Ballot or e-voting. In case any Member votes both by Postal Ballot and e-voting, the votes by Postal Ballot shall be treated as invalid and the votes cast through e-voting will prevail.
• 1. A Postal Ballot Form which is otherwise complete in all respects and is lodged within the prescribed time limit but is undated shall be considered valid.
• 1. The vote(s) of a Member shall be considered invalid if:
  • a) A Form other than one issued by the Company has been used;
  • b) It has not been signed by or on behalf of the Member;
  • c) Signature on the Postal Ballot Form doesn't match the specimen signatures with the Company/Depository records;
  • d) It is not possible to determine without any doubt the assent or dissent of the Member;
  • e) Neither assent nor dissent is mentioned;
  • f) Any competent authority has given directions in writing to the Company to freeze the Voting Rights of the Member;
  • g) The Postal Ballot Form, signed in a representative capacity, is not accompanied by a certified copy of the relevant specific authority;
  • h) It is defaced or mutilated in such a way that its identity as a genuine Form cannot be established; and
  • i) Member has made any amendment to the Resolution or imposed any condition while exercising his vote.
• 1. The Scrutinizer's decision on the validity of a Postal Ballot Form/e-voting shall be final.