Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

JAMSHRI REALTY LIMITED Proxy Solicitation & Information Statement 2019

Sep 19, 2019

61409_rns_2019-09-19_71bd323a-a6a4-4bef-b90d-797a80f8e7f8.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

THE JAMSHRI RANJITSINGHJI SPG. & WVG. MILLS CO. LTD. CIN: L17111 PN1907PL6000258

Regd. Office: Fatehchand Damani Nagar, Station Road, SOLAPUR- 413001.

Admn.0ffice: 5, Motimahal, 195, J.T. Road, Backbay Reclamation, Churchgato, Mumbal -400 020. PHONE: 43152400 FAX:91 —22— 43152424.E-MAIL: [email protected]

Sept 19th , 2019

BSE Ltd. Corporate Relationship Department Dalal Street, Fort, MUMBAI.

BSE Scrip Code: 502901

Sub: Notice & Postal Ballot

Dear Sir/madam,

Please find herewith attached Notice of Postal Ballot & Postal Ballot Form which was sent to shareholders through courier, post and emails.

Thanking you, Yours faithfully, For The Jamshri Ranjitsinghji Spg & Wvg Mills Co. Ltd.

Gauri W Rane Authorised Signatory

THE JAMSHRI RANJITSINGHJI SPINNING AND WEAVING MILLS COMPANY LIMITED

CIN LI7IIIPNIBB7PLCnnnzse

Hegd. Gil/ice :FATEHCHAND DAMANI NAGAR, STATION ROAD, SOLAPUR, MAHARASHTRA , 413mm TeI ND 021772380914,Fax 021772380932 EmaII IammIIIIBn7@gmaIIcomWensIIewwwIamsanmIIIscom

NOTICE OF POSTAL BALLOT

(NmIcE Duisuant In Secnpn 110 or Ine CompanIes Act, 2913 read WIIn Ine CompanIes (ManagemenI and AdmInIsIraIIon) RuIes, 2914)

NoIIce Is nerepy egen pursuanI Io Secuon I I o and an oIner appIIcapIe proyIsI ons, II any, oI Ine CompanI ESACI, 2m 3 (IneAcI) read IyIIn Ine CompanIes (ManagemenI and AdmInIsIranon) RuIes, 2m 4 (Ine RuIes), IncIudIng any sIaIqury amendmenl(s), modIucaIIonIs) or reenacImenIIs) InereoI Ior Ine II me peIng In Iorce, InaI Ine ResquII on appended peI ow Is proposed Io pe passed as a SpecIaI ResquIIon py way oI PosIaI BaIIoI IncIudIng eIecIronIc young (EA/01mg). Tne Epranalory SIaIemenI pursuanI Io Secnon I 02 oI IneAcI, perIaI nIng IoIne appended SpecIaI ResoI uIIon seIIIng ouI In e m aIerI aI IacIs concernI ng Ine IIem and Ine reasons InereoI Is ann axed n ereIo aI ong IyIIn a PosIaI BaI IoI Form Ior your corI sId eraIIorI.

Tne Board oI DIrecIors onne Company (Ine Board) In accordance IyIIn RuIe 22(5) oI Ine RuIes nas appoInIed Ms. ManIsna Dikshil (MempersnIp No.ACS 24724), PracIIcIng Company SecreIary, ProprIeIor oI M/s. ManIsna BaIaI ISIAssocIales, MumpaI, asIne scruunIzerIor conducIIng Ine PosIaI BaIIoI process In aIaIr and Iran sparenI manner.

IncompIIancerIIn ReguIaIIon44 oIIneSecurIIIes and Excnange Board oI IndIa (LIsIIng OpIIgaIIonsand DIscIosure ReguIremenIs) ReguIaIIons, 2m 5 and proyIsIons oI SecIions I 05 and I I o oIIneAcI read IyIIn Ine RuIesIramed Inereunder, Ine Company Is pIeased Io proyIde eronIng IacIIIIy as an aIIernaIIye, Io aII IIs Mem pers, Io en apIe Inem Io casI IneIr ones eIecIronIcaIIy InsIead oI dIspaIcn Ing Ine pnysIcaI PosIaI BaII oI Form py posI. Tne Company nas engag ed Ine seryIces oI CenIraI DeposIIory SeryIces (lndI a) LImIIed (CDSL) Io proyIde eronIng IacI IIIy Io IIs Mempers. II may pe noIed InaI E'VDIIrIg Is opIIonaI. In case a Memper nas oned Inrougn eronIng IacIIIIy, ne/sne Is noI reguIred Io send Ine pnysIcaI PosIaI BaI IoI Form. In case a M emper ones Inrougn eronIng IacII IIy as weII as sends nIs/ner one Inrougn pnysIcaI PosIaI BaII oI Form, Ine one casI Inrougn eronIng sn aII onIy pe consIdered and Ine young Inrougn pnysIcaI PosIaI BaIIoI Form snaII noI pe consIdered py Ihe SCmIIrIIZEV.

Tne Envonng com mences on Sunday, SepIemper 22nd, 2m 9 aI 9 no a.m. IST and concIudes on Monday, OcIoper 2I sI, 2m 9 aI 5 no p.m. IST. Tne eronIng moduIe snaII pe dIsapIed py CDSLIor young InereaIIer. Tne eronIng IacIIIIy Is ayaIIapI e aI Ine IIrIk nIIps I/www.eonIngIndIa.com.

For eronIng, pIease read careIuIIy Ine "lrIsIrucIIorIsIor eronIng" enumeraIed In Ine noIesIo InIs NoIIce. Mempers opIIng Io one Inrougn pnysIcaI mode I.e. sendIng Ine PosIaI BaIIoI Form duIy sIgned, py posI, are requesIed IocareIuIIy read Ine InsIrucIIons prInIed on Ine Form encIosed nererIIn and reIurn II, duIy compIeIed and sIgned anng IyIIn IneIr assenI (FOR) ordIssenI (AGAINST) In Ine encIosed posIage prepaId seIIraddressed BusI ness RepIy EnyeIope, so as Io reacn Ine ScruIInIzer on or peIore Monday, OcIoper 2I sI, 2m 9 py 5 no p.m. IST.

PIease noIeInaI any PosIaI BaIIoI Form(s) recered InereaIIerwII peIreaIed as noI nayIng peen recered. Tne ScruIInIzer upon compIeuon oI scruIIny oIIneones recered In eIecIronIc and pnysIcaI mode, vyIII sumeI nIs ReporIIoIne CnaIrman or any oIner person auInorIzed py nIm, wno snaII counIersIgn Ine same.Tne resuIIs oIIne PosIaI BaIIoIIyIII peannounced pyIne cnaIrman noI IaIerInan 4a nours oIconcIusIon oIIneonIng Inrougn PosIaI BaIIoI aIIne RegIsIered OIIIce oIIne Company and Ine samerIII pe InIImaIed IoIne Stock ExcnangeswnereIne snares oIIne Company are IIsIed.AddIIIonaIIy, Ine resuIIs vyIII aIso pe upIoaded on Ine Company's wepsIIe I.e. www.IamsanmIIIs.com and on Ine wepsIIe oI CDSL I.e. www.eonIngIndIa.com.

Tne ResquIIon snaII pedeemed Io naye peen passed on Ine IasIdaIe specIIIed pyIne Companonr receIpI oI duchompIeIed PosIaI BaIIoI Forms and eronIng I.e. Monday, OcIoper 2I sI, 2m 9.

SPECIAL BUSINESS:

RESOLUTION- CHANGE INTHE NAME OFTHE COMPANY FROM "TheJamshri Ranjiisinghji Spinning and Weaan MiIIsCumpany Limited" TO ".Iamshri Really Limited"

To consIder and IIInougnI III, Io pass IyIIn orWIInouI modiIIcalIorI(s), Ine IoIIoerIg as a Special Hesnlulinn

"RESOLVED THAT pursuanIIo Ine proyIsIons oI Secuons I3 and I4 oIIne CompanIesAcI, 2m 3 (IneAcI) read IyIIn RuIe 9 and 29 oIIne CompanIes (IncorporaIIon) RuIes, 2m4 and oInerappIIcaoIe proyIsIons, II any, oIIneAcI IncIudIng any sIaIqury modIIIcalIorI(s) DUEV enacImenIIs) InereoI, Ine ReguIaIIorI(s) as may oe appIIcaoIe underIne SecurIIIes and Excnange Board oI IndIa (LIsIIng OpIIgaIIons and DIscIosure ReguIremenIs) ReguIaIIons, 2m 5 and supIecI IoIne approyaI oIIne MInIsIry oI CorporaIeAIIaIrs, Stock Excnanges and Ine CenIraI GoyernmenI or any oInerconcerned reguIanry auInorIIyIIes), approyaI oI Ine snarenoIders oI Ine Company oe and Is nereoy accorded Iorcnange In name oIIne Company Irom "TheJAmshn' Hanjilsinghji Spinning and Weaving Mills Company Limited"lo ".lnmshri ReaIIy Limited",

RESOLVED FURTHER THATIne respecuye name cIause In Ine Memorandum oIAssocIaIIon oi Ine Company be supsIIIuIed by Ine ioIIoWIrIg

"The name oiIne Company IsJAMSHRI REALTY LIMITED",

RESOLVED FURTHERTHATInename, "TheJamshrI RanIIIsIngnII SpInnIng and WeayIng MIIIs Company LImIIed" wnereyerIne same occurs In IneArIIcIes oIAssocIaIIon oIIne Company or any oInerdocumenI, II snaII pe supsIIIuIed pyIne new name "Jamshn ReaIIy LImIIed",

RESOLVED FURTHER THATIorIne purpose oIegIng eIIecI IoIne anresaId resquIIon, Mr. PremraIan DamanI, CnaIrman a ManagIng DIrecIor, Mr. RaIesn DamanI, JoInlManagIrIg DIrecIor, Mr. JangsnAanawnoIemmeDIrecIor and Mr. Deyesn Bnan, Company SecreIary oIIne Company pe and are nerepy seyeraIIy auInorIzed Io make an appIIcaIIon Io Ine MInIsIry oI CorporaIeAIIaIrs, GoyernmenI oI IndIa, Stock

Exchanges and such other statutory authorities as may be required and to do all such act(s),deed(s), matter(s) and thing(s), including settling any question(s), doubt(s) or difficulty(ies) that may arise with regard to or in relation to the proposed name change, and to accept on behalf of the Company, any condition(s), modification(s), alteration(s), change(s), variation(s)in this regard as prescribed by the authority(ies) and which the Board in its discretion thinks fit and proper and also to file such form(s), application(s) as may be required with the various statutory authorities."

By Order of the Board of Directors FOR THE JAMSHRI RANJITSINGHJI SPINNING AND WEAVING MILLS COMPANY LIMITED

Sd/- MANAGING DIRECTOR PREMRATAN DAMANI

Place: Mumbai Date: 13th September, 2019

Registered Office: Fatehchand Damani Nagar, Station Road, Solapur-413001 Tel.: 0217-2380912 ; Email: jammill1 [email protected]; Website: www.jamshrimills.com ClN: L17111PN1907PLC000258

NOTES:

    1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (the Act) stating all material facts and the reasons for the proposal is annexed herewith.
    1. The Postal Ballot Notice is being sent to the Members whose names appear on the Register of Members/List of Beneficial Owners as received from the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as on Friday, 13th September, 2019. The Postal Ballot Notice is being sent to the Members in electronic form at the email addresses registered with their Depository Participants (in case of dematerialised shareholding)/the Company's Registrar and Share TransferAgent (in case of physical shareholding). For Members whose email addresses are not registered with the Company, physical copies of the Postal Ballot Notice are being sent by permitted mode along with a postage-prepaid self-addressed Business Reply Envelope.
    1. Members whose names appear on the Register of Members/List of Beneficial Owners as on Friday, 13th September, 2019 will be considered for the purpose of voting. A person who is not a Member as on the relevant date should treat this Notice for information purpose only.
    1. Resolution passed by Members with requisite majority, through Postal Ballot shall be deemed to have been passed at a General Meeting of Members convened in that behalf.
    1. Members can opt for only one mode of voting, i.e. either by physical ballot or e-voting. In case Members cast their votes through both the modes, voting cast through e-voting shall be treated as valid and votes cast through physical Postal Ballot Form will be treated as invalid. Amember may seek duplicate Postal Ballot Notice and Postal Ballot Form from the Company's Registrar & TransferAgent viz. Computech Sharecap Ltd. by writing to them at 147, Mahatma Gandhi Road, 3rd Floor, Opp. JehangirArt Gallery, Fort, Mumbai — 400023.
    1. Voting rights shall be reckoned on the paid up value of shares registered in the name of the Members as on Friday, 13th September, 2019. The Postal Ballot period commences on Sunday, September 22nd, 201 9 at 9:00 am. (IST) and ends on Monday, October 21 st, 2019 at 5:00 pm. (IST).
    1. In compliance with sections 108 and 110 of the Act and the Rules made thereunder, the Company has provided the facility to its Members to exercise their votes electronically and to vote on Resolution through the e-voting service facility arranged by CDSL. The instructions for electronic voting are annexed to this Notice.
  • Members cannot exercise votes by proxy.
  • Members wishing to exercise their vote by physical Postal Ballot are requested to carefully read the instructions printed on the Postal Ballot Form and return the Form duly completed and signed, in the enclosed postage-prepaid self-addressed Business Reply Envelope to the Scrutinizer, so that it reaches the Scrutinizer not later than the close of working hours i.e. 5:00 pm. (IST) on Monday, October 21st, 2019. The postage will be borne by the Company. However, envelopes containing Postal Ballots, if sent by courier or registered/ speed post at the expense of the Members will also be accepted. Postal Ballot Forms received after 5:00 pm. (IST) on Monday, October 21st, 2019 shall be deemed invalid.
    1. Mrs. Manisha Dikshit (Membership No. ACS 24724), Practicing Company Secretary, proprietor of M/s. Manisha Bajaj &Associates, Company Secretaries, Mumbai, has been appointed as the Scrutinizer to scrutinize the Postal Ballot and e-voting process in a fair and transparent manner.

The Scrutinizer after the completion of scrutiny, will submit her report to the Chairman or any other person authorised by him, who shall countersign the same and the result of voting by Postal Ballot will be announced by the Chairman or any other person so authorized by him, on or before Wednesday, 23rd October, 2019 and will also be displayed on the Company's website i.e. www.jamshrimills.com and communicated to the Stock Exchanges, Depositories, Registrar and Share Transfer Agent on the said date.

The resolution, if passed by the requisite majority, shall be deemed to have been passed on Monday, October 21 st, 2019 Le. the last date specified for receipt of duly completed Postal Ballot Forms and e-voting.

  1. References to Postal Ballot(s) in this Postal Ballot Notice include votes received electronically.

Voting through electronic means:

In compliance with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Sections 108 and 110 and other applicable provisions of the Act, read with the relevant rules, the Company is pleased to provide e-voting facility to all its Members, to enable them to cast their votes electronically instead of dispatching the physical Postal Ballot Form by post. The Company has engaged the services of CDSL for the purpose of providing e-voting facility to all its Members.

The instructions for e-voting are as follows:

(i) The voting period begins on Sunday, September 22nd, 2019 at 9:00 am. (IST) and ends on Monday, October 21st, 2019 at 5:00 pm. (IST).

During this period Members of the Company, holding shares either in physical form or in dematerialized form, as on the relevant date i.e. Friday, 13th September, 2019 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

  • (ii) The Members should log on to the e-voting website www.evotingindia.com.
  • (iii) Click on Shareholders.
  • (iv) Now Enter your User ID
  • a. For CDSL: 16 digits beneficiary ID,
  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
  • c Members holding shares in Physical Form should enter Folio Number registered with the Company.
  • (v) Next enter the Image Verification as displayed and Click on Login.

If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(vi) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN: Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) .

Members who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number which is printed on Postal Ballot indicated in the PAN field.

Dividend Bank Details OR Date of Birth (DOB): Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to Iogin.

If both the details are not recorded with the depository or company please enter the member id/folio number in the Dividend Bank details field as mentioned in instruction (iv).

  • (vii) After entering these details appropriately, click on "SUBMIT" tab.
  • (viii) Members holding shares in physical form will then directly reach the Company selection screen. However, Members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their Iogin password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolution of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
  • (ix) For Members holding shares in physical form, the details can be used only for e-voting on the Resolution contained in this Notice.
  • (x) Click on the EVSN of "The Jamshri Ranjitsinghji Spinning and Weaving Mills Company Limited" to vote.
  • (xi) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
  • (Xii) Click on the "RESOLUTIONS FILE LINK" if you Wish to view the entire Resolution details.
  • (xiii) After selecting the Resolution you have decided to vote on, click on "SUBMIT". Aconfirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
  • (xiv) Once you "CONFIRM" your vote on the Resolution, you will not be allowed to modify your vote.
  • (xv) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
  • (xvi) If a demat account holder has forgotten the Iogin password then Enter the User ID and the image verification code and click on Forgot Password and enter the details as prompted by the system.
  • (xvii) Members can also cast their vote using CDSL's mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google PIay Store, Windows and Apple smart phones. Please follow the instructions as prompted by the mobile app while voting on your mobile.

(xviii)Note for Non — Individual Shareholders and Custodians:

  • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves as Corporates.
  • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
  • After receiving the Iogin details a Compliance User should be created using the admin Iogin and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
  • The list of accounts linked in the Iogin should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
  • A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xix) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com under help section or write an email to [email protected].

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

CHANGE IN THE NAME OF THE COMPANY from "The Jamshri Ranjitsinghji Spinning and Weaving Mills Company Limited" to "Jamshri Realty Limited"

The Company has altered its object clause to include objects and activities pertaining to the field of real estate. The same was approved by the Registrar of Companies vide Certificate forAlteration of Object Clause dated 30.01.2019.

With effect from 01.04.2019, the Company has started Real Estate activities. The Company has closed its textile manufacturing operations and is carrying on textile business only through job work. The business of Real Estate activities shall be the main business of the Company and the textile business through job work shall be carried on only as other business activity of the Company.

As per Regulation 45 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, a listed entity needs to change its name in line with its activities."

Hence, the Directors by way of Circular Resolution on 26th August, 2019 have decided to change the name of the Company from "The Jamshri Ranjitsinghji Spinning and Weaving Mills Company Limited" to "Jamshri Realty Limited".

Consequent upon change of name of the Company, the name "The Jamshri Ranjitsinghji Spinning and Weaving Mills Company Limited" as appearing in the Name Clause of the Memorandum of Association of the Company and wherever appearing in the Articles of Association of the Company and other documents and places would have to be substituted with the new name i.e. "Jamshri Realty Limited".

Further, the Company has also received approval letter dated 30th August, 2019 from the Central Registration Centre, Ministry of Corporate Affairs, Government of India, stating that there is no objection in the availability of the proposed name i.e. "Jamshri Realty Limited".

Pursuant to the provisions of the Companies Act, 201 3 and rules made thereunder, for effecting the change in name of the Company and consequential alteration in the Memorandum and the Articles of Association of the Company, it is necessary to obtain approval of the shareholders by way of passing a Special Resolution. Therefore, the Board recommends the resolution as set out in the Notice dated 13th September, 2019 for approval of shareholders as Special Resolution. However, the said change in the name of the Company will be subject to the approvals of Stock Exchanges and/or other regulatory authority(ies) and shall be effective post receipt of approval from the Ministry of Corporate Affairs and issue of Fresh Certificate of Incorporation by the Registrar of Companies for the new name i.e. "Jamshri Realty Limited".

It is proposed to authorise the Board of Directors or Key Managerial Personnel(s) of the Company to complete all the regulatory formalities as prescribed by the Ministry of Corporate Affairs, Securities and Exchange Board of India (SEBI), Stock Exchanges and/or any other regulatory or statutory authority (ies) in connection with the change in name of the Company.

All documents referred to in the Postal Ballot Notice and Statement under Section 102(1) of the Companies Act, 2013 would be available for inspection without any fee by the Members at the Registered Office of the Company during the normal working hours i.e. 9 am. to 5 pm. on any working day except Saturdays upto the last date of e-voting.

None of the Directors, Key Managerial Personnel or their relatives are in any way, financially or otherwise, concerned or interested in this resolution except to the extent of their shareholding in the Company.

By Order of the Board of Directors FOR THE JAMSHRI RANJITSINGHJI SPINNING AND WEAVING MILLS COMPANY LIMITED

Sd/- MANAGING DIRECTOR PREMRATAN DAMANI

Place: Mumbai Date: 13th September, 2019

Registered Office: Fatehchand Damani Nagar, Station Road, Solapur-413001 Te|.: 0217-2380912 ; Email: jammi||1 [email protected]; Website: www.jamshrimi||s.com CIN: L17111PN1907PLCOOO258

THE JAMSHRI RANJITSINGHJI SPINNING AND WEAVING MILLS COMPANY LIMITED

CIN: L17111PN1907PL0000258

Regd. Office : FATEHCHAND DAMANI NAGAR, STATION ROAD, SOLAPU R, MAHARASHTRA- 413001 Tel. No.: 0217-2380914, Fax: 0217 - 2380932

Email: [email protected] Website:www.jamshrimills.com

POSTAL BALLOT FORM

(Please read carefully the instructions printed overleaf before completing this form)

POSTAL BALLOT No.:

Sr. No. Particulars Details of Member(s)
1 Name and Registered
Address of the Sole/
First named Member
2 Name(s) of the Joint Member(s),
if any
3 Registered Folio No. /DP. ID No. and Client
ID. No. (
Applicable to Members holding
shares in dematerialized form)
4 Number of Equity
Share(s) held

I/We hereby exercise my/our vote in respect of the following Special Resolution as proposed to be passed through Postal Ballot/evoting for the business stated in the Postal Ballot Notice of the Company dated 13th September, 2019, by conveying my/our assent or dissent to the said Resolution, by placing the tick (\/) mark at the appropriate box below:

Item
No.
Brief Particulars of the Resolution No. of
Equity Shares
l/We assent
to the Resolution to the Resolution
(FOR)
l/We dissent
(AGAINST)
1 Special Resolution for change
in the name of the Company
from "The Jamshri Ranjitsinghji
Spinning and Weaving
Mills
Company Limited" to "Jamshri Realty
Limited" and
consequent amendment to the Memorandum of Association
and the Articles of Association of the Company

Place:

Date: (Signature of the Shareholder/Members)

ELECTRONIC VOTING PARTICULARS

The e-voting facility is available at the link www.evotingindia.com. The electronic voting particulars are set out as follows:

EVSN
(E-voting Sequence Number)
DEFAULT PAN/ SEQUENCE NUMBER
DEFAULT PAN/ SEQUENCE NUMBER

Notes:

  1. The e-voting facility will be available during the following voting period
Commencement of e-voting End of e-voting
Sunday, September 22nd, 2019 at 9:00 am. (IST) Monday, October 21st, 2019 at 5:00 pm.
(IST)
  1. Please read the instructions printed overleaf carefully before filling this Form and for e-voting, please refer to the instructions for voting through electronic means provided in the Postal Ballot Notice sent herewith.

  2. The last date for the receipt of Postal Ballot Forms by the Scrutinizer is Monday, October 21 st, 2019 up to 5:00 pm. (IST).

INSTRUCTIONS FOR VOTING IN PHYSICAL FORM

  • A Member desiring to exercise his/her vote by Postal Ballot may complete this Postal Ballot Form and send it to the Scrutinizer in the attached postage-prepaid 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 / speed post at the expense of the Member will also be accepted. Alternatively, a Member may vote through electronic mode as per the instructions for voting through electronic means provided in the Postal Ballot Notice sent herewith.
  • The self addressed envelope bears the name of the Scrutinizer appointed by the Board of Directors of the Company.
  • This form should be completed and signed by the Member, as per the specimen signature registered with the Company or furnished by NSDL / CDSL, in respect of shares held in physical or dematerialized form respectively. 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.
  • Consent must be accorded by placing a tick mark [?)] in the column, 'l/We assent to the Resolution', or dissent must be accorded by placing a tick mark [?)] in the column, 'l/W e dissent to the Resolution'.
  • The votes of a Member will be considered invalid on any of the following grounds:
  • a. if the Postal Ballot Form has not been signed by or on behalf of the Member;
  • b. if the Member's signature does not tally;
  • c. if neither assent nor dissent is mentioned or if the Member has marked his/her vote both for 'Assent' and also for 'Dissent' to the 'Resolution' in such a manner that the aggregate Shares voted for 'Assent' and 'Dissent' exceeds total number of Shares held;
  • d. if the Member has made any amendment to the Resolution or imposed any condition while exercising his/her vote;
  • e. if the Postal Ballot Form is incomplete or incorrectly filled;
  • f. if the Postal Ballot Form is received torn or defaced or mutilated such that it is difficult for the Scrutinizer to identify either the Member or the number of votes, or whether the votes are for 'Assent' or 'Dissent', or if the signature could not be verified, or one or more of the above grounds;
  • g. if the Postal Ballot Form other than the one issued by the Company is used; and
  • h. any competent authority has given directions in writing to the Company to freeze the voting rights of the Member.
  • The envelope containing duly completed Postal Ballot Form should reach the Scrutinizer on or before Monday, October 21 st, 2019 upto 5.00 pm. (IST). If any Postal Ballot Form is received after the said date and time, it will be considered that no reply from such Member has been received.
  • A Member seeking duplicate Postal Ballot Form (if so required) can write to the Company's Registrar and Share TransferAgent viz. Computech Sharecap Ltd., 147, Mahatma Gandhi Road, 3rd Floor, Opp. JehangirArt Gallery, Fort, Mumbai —400023. However, the duly filled in duplicate Postal Ballot Form should reach the Scrutinizer not later than the date and time specified in item (6) above.
  • The exercise of vote through Postal Ballot Form is not permitted through a proxy.
  • Postal Ballot Form received by fax will be rejected as if reply from Member has not been received unless the original Postal Ballot Form is received within prescribed time period.
    1. Members are requested to fill in the Postal Ballot Form in indelible ink and not in any erasable writing mode.
    1. 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/Power ofAttorney/attested specimen signatures etc. In case of electronic voting, documents such as the certified true copy of the Board Resolution/Power of Attorney, along with attested specimen signatures, should be mailed to the [email protected], with a copy marked to [email protected], or deposited at the registered office of the Company. Where the Form has been signed by a representative of the President of India or of the Governor of a State, a certified copy of the nomination should accompany the Postal Ballot Form.
    1. Members are requested NOT to send any other paper along with the Postal Ballot Form in the enclosed postage-prepaid self addressed Business Reply Envelope in as much as all such 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. There will be only one Postal Ballot Form for every folio irrespective of the number of Joint Members. A Member need not use all his/her votes nor does he/she need to cast his/her votes in the same way.
    1. Voting rights shall be reckoned on the paid up value of the shares registered in the name of the Member on the relevant date i.e. 13th September, 2019.
    1. The Scrutinizer's decision on the validity of the Postal Ballot Form shall be final.
    1. Only a Member entitled to vote is entitled to fill in the Postal Ballot Form and send it to the Scrutinizer and any recipient of the Notice who has no voting right should treat the Notice as an intimation only.
    1. The Results of the Postal Ballot will be declared on or before Wednesday, 23rd October, 2019 as specified in the Notice.