NEO CORP INTERNATIONAL LTD

NEO CORP INTERNATIONAL LIMITED Postal Ballot Notice including payment of monies as may be approved or finalized by the Board of Directors to Jumbo …...

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NEO CORP INTERNATIONAL LIMITED

NEO CORP INTERNATIONAL LTD. CIN: L24132MH1985PLC223220 Registered office: 220 MAHAVIR INDUSTRIAL ESTATE, OPP. MAHAKALI CAVES ROAD, ANDHERI (E), MUMBAI-400093 (MH) Email: [email protected] Tel. No. 0731-4211900 Fax 0731-4027612

NOTICE OF POSTAL BALLOT Dear Members Notice pursuant to section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management & Administration) Rules 2014. Notice is hereby given, Pursuant to Section 110 of the Companies Act, 2013 (“the Act”) read with The Companies (Management and Administration) Rules, 2014 and all other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for time being in force) for seeking consent of the members of the Company by passing resolution through Postal Ballot/ e-voting in respect of the Special Business appended below. The Explanatory Statement pertaining to the aforesaid Resolution setting out the material facts and the reasons thereof is annexed hereto along with a postal ballot form for your consideration. The Board has appointed Mr. Ashish Shrivastava, ACS, Practicing Company Secretary (CP No. 13228), as Scrutinizer for conducting the Postal Ballot/E-voting process in a fair and transparent manner. You are requested to carefully read the instructions printed on the Postal Ballot Form, record your assent(for) or dissent (against) therein by filling necessary details and affixing your signature at the designated place in the Form and return the same in original duly completed in the enclosed self addressed, postage pre-paid envelope so as to reach at the mentioned address not later than the close of working hours i.e. 18.00 hours on Wednesday, 4th March 2015. Upon completion of the scrutiny of the Postal Ballot Forms, the Scrutinizer will submit his report to the Chairman & Managing Director of the Company. The detailed procedure is enumerated in the Instructions to the Postal Ballot Form. Members may note that as required under Clause 35B of the Listing Agreement, the Company has engaged the services of Central Depository Services (India) Limited (CDSL) to provide e-voting facility to members of the Company. Accordingly, the Company is providing e-voting facility for the Postal Ballot as an alternate, which would enable the members to cast their votes electronically, instead of casting their votes and dispatching Postal Ballot(s) physically. Please read and follow the instructions on e-voting enumerated in the Notes to this Notice. Only members entitled to vote are entitled to fill in the Postal Ballot Form and send it to the Scrutinizer or vote under the e-voting facility offered by the Company and any other recipient of the Notice who has no voting rights should treat the Notice as an intimation only. Detailed instructions to use the facility are given separately. The Resolution, if approved, will be taken as passed effectively on the date of declaration of results.

SPECIAL BUSINESS: 1. ISSUE OF 70,00,000 CONVERTIBLE WARRANTS ON PREFERENTIAL BASIS To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to Sections 42 & 62 (1) (c ) and all other applicable provisions, if any, of the Companies Act, 2013 and the Rules thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), Articles of Association of the Company, the Listing Agreement entered into by the Company with the Stock Exchanges where the securities of the Company are listed, and in accordance with provisions of the Securities and Exchange Board of India (Issue of Capital And Disclosure Requirement) Regulations, 2009 as may be applicable on preferential issue of Equity Share and other applicable regulations/Guidelines of SEBI, if any and subject to such consents and approvals of SEBI, Stock Exchange, Govt. of India, Reserve Bank of India (RBI) or such other bodies or authorities as may be required by the law and as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by any of them while granting such approvals, permissions and sanctions, which may be agreed to by the Board of directors of the company, the Consent of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “the Board” which terms shall deem to include any committee which the Board may have constituted or hereinafter constitute to exercise its power including the powers conferred by the Resolutions) in its absolute discretion to create, offer, issue, and allot, from time to time and in one or more tranches up to 70,00,000 Convertible Warrants of the face value of Rs.10/-each at a price of Rs. 65.00 per warrant (including a premium of Rs. 55 per warrant) being the price higher than the price as determined in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, by way of preferential allotment in one or more tranches on such further terms and conditions,

Postal Ballot Notice

NEO CORP INTERNATIONAL LIMITED

including payment of monies as may be approved or finalized by the Board of Directors to Jumbo Star Investment Ltd on cash basis for an aggregate consideration of upto Rs. 45,50,00,000/- (Rs. Forty Five Crores Fifty Lacs Only). a) “RESOLVED FURTHER THAT the preferential Allotment, shall be subject to the following terms and conditions: In accordance with the provisions of ICDR Regulations, the 'Relevant Date 'the purpose of calculating the price of Warrant to be issued in terms hereof shall be 4th Februrary, 2015, being the date 30 days prior to the date of results of postal ballot being 6th March 2015. b) The offer, issue and allotment of the aforesaid warrants shall be made at such time or times as the Board may in its absolute discretion decide. c) An amount equivalent to atleast 25% of the Issue price shall be payable on or before the date of allotment of the warrants in terms of Regulation 77 of ICDR Regulations. Upon exercise of the right to apply for Equity shares, the warrant holder shall be liable to make the payment of the balance amount towards the issue price. d) The warrants shall be convertible into Equity shares of the Company at the discretion of the holders, without any further approval of the shareholders prior to or at time of conversion. e) The tenure of the Warrants shall not exceed 18 months from the date of allotment. f) The warrant by itself does not give to the holder thereof any rights of the shareholders of the Company. g) The allotment of Warrants is proposed to be completed within a maximum period of 15 days from the date of passing of the resolution at Postal Ballot. In case the allotment on preferential basis is pending on account of pendency of any approval for such allotment by any regulatory authority including Stock Exchanges where the shares of the Company are listed or the Central Government then the allotment shall be completed within 15 days from the date of receipt of such approval. h) The Equity shares to be issued and allotted upon conversion of the Warrants, in accordance with the terms of the preferential allotment, shall rank, pari-passu with the existing equity shares of the Company in all respects, including dividend entitlement, and shall be listed on the stock exchanges where the equity shares are listed. i) The warrants and resultants equity shares issued pursuant to this resolution shall be subject to lock-in for a period in accordance with the ICDR Regulations. The equity shares allotted pursuant to exercise of options attached to warrants shall be locked in for one year from the date of trading approval granted by stock exchange for equity shares allotted pursuant to exercise of the option attached to warrants in accordance with the Regulations 78 of ICDR Regulations. j) The Board be and is hereby authorized to decide and approve the other terms and conditions of the issue of the Warrants and also shall be entitled to vary, modify or alter any of the terms and conditions, including the size of the issue, as it may deem expedient. k) The Board be and is hereby authorized to delegate all or any of the powers herein conferred by this resolution to any director or directors or to any committee of directors or any other officer or officers of the Company to give effect to the aforesaid resolution. l) The Equity Shares allotted on conversion of Warrants in terms of this resolution shall rank pari passu in all respects including as to dividend with the existing fully paid Equity Shares of the face value of Rs.10/- each of the Company subject to the relevant provisions contained in Articles of Association of the Company. “FURTHER RESOLVED THAT the Board of Directors of the Company be and is hereby authorized in its entire discretion to decide to proceed with the issue of the Shares, to finalize the list of allottee(s), including the size and relative components of the same and for the purpose of giving effect to this issue or allotment of convertible warrant , the Board be and is hereby authorized on behalf of the Company to do all such acts, deeds, matters and things as it may at its discretion deem necessary or desirable for such purpose, including entering into arrangements for listing, trading, depository services and such other arrangements, as may be necessary, and also to seek listing of the Equity shares representing the same in any Indian stock exchanges with power on behalf of the Company to settle any questions, difficulties or doubts that may arise in regard to any such issue, offer or allotment in complying with any regulations, as it may in its absolute discretion deem fit.” “FURTHER RESOLVED THAT the Board be and is hereby authorized to accept any modification in the proposal as may be required by the agencies involved in such issues but subject to such conditions as the Stock Exchanges/SEBI/Central Government or such other appropriate authority may impose at the time of their approval as agreed by the Board”. NEO CORP INTERNATIONAL LTD. CIN: L24132MH1985PLC223220 Registered office: 220 MAHAVIR INDUSTRIAL ESTATE, OPP. MAHAKALI CAVES ROAD, ANDHERI (E), MUMBAI-400093

For and on behalf of the Board Sunil K. Trivedi (Chairman & Managing Director)

Place: Mumbai Date: 28.01.2015

Postal Ballot Notice

NEO CORP INTERNATIONAL LIMITED

NOTES: 1. The Notice is being sent to all the Shareholders, whose names appear on the Register of Members/list of Beneficial Owners as received from National Securities Depository Limited (NSDL)/Central Depository Services (India) Limited (CDSL) and Registrar of Transfer Agent (RTA) on 16th January, 2015. 2. The relative explanatory statement pursuant to Section 102 of the Companies Act, 2013 in respect of the business set out under item no. 1 is annexed thereto. 3. In compliance with the provisions of Sections 108 and 110 of the Companies Act and other applicable provisions of the Companies Act, read with the Companies (Management and Administration) Rules, 2014 and the Listing Agreement entered into with the Stock Exchanges, the Company is pleased to offer e-voting facility as an option to all the Members of the Company. The Company has entered into an agreement with CDSL for facilitating e-voting to enable the Members to cast their votes electronically instead of dispatching Form. E-voting is optional. 4. As per Section 110 of the Companies Act, read with Rule 22 of the Companies (Management and Administration) Rules, 2014, notice of Postal Ballot may be served on the Members through electronic means. Members who have registered their e-mail IDs with depositories or with the Company are being sent this notice of Postal Ballot by e-mail and the members who have not registered their e-mail IDs will receive notice of Postal Ballot along with physical Form through post/courier. Members who have received Postal Ballot Notice by e-mail and who wish to vote through physical Form may do so by downloading the Form from the 'Investors Relation' section on the Company's website www.neocorp.co.in. 5. Members have option to vote either through e-voting or through the physical Postal Ballot Form. If a member has opted for evoting, then he/she should not vote by physical Postal Ballot also and vice-versa. However, in case members cast their vote both via physical Postal Ballot and e-voting, then voting through e-voting shall prevail and voting done by Postal Ballot shall be treated as invalid. 6. The Board of Directors has authorized to Chairman & Managing Director as the persons responsible for the entire postal ballot process. 7. All the documents referred to in the accompanying Notice and explanatory Statement are open for inspection between 10.00 a.m. to 12.00 noon on all working days at the Registered Office of the Company. 8. Instructions for E- Voting as under: In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is offering e-voting facility to its members enabling them to cast their votes electronically through e-Voting Services provided by CDSL. The instructions for e-voting are as under: (A) The voting period begins on 3rd February, 2015, Tuesday (10.00 am) and ends on 4th March, 2015, Wednesday (6.00 pm). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date 16th January, 2015, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. (ii) The shareholders 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. (vi) 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. (vii) If you are a first time user follow the steps given below: PAN*

DOB OR Dividend Bank Details

Enter your 10 digit alpha -numeric PAN issued by Income Tax Department.  Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field.  In case the sequence number is less than 8 digits enter the ap plicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field. Enter the Date of Birth a s recorded in your demat account or in the Company’s records for the said demat account in dd/mm/yyyy format or enter Folio No. Enter the Bank Account Number as recorded in your demat account or in the Company’s records for the said demat account or Folio No. Please enter any one of the details in order to login. If 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).

Postal Ballot Notice

NEO CORP INTERNATIONAL LIMITED

(viii) After entering these details appropriately, click on “SUBMIT” tab. (ix) 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 login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions 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. (x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice. (xi) Click on the EVSN for the relevant Company Name i.e Neo Corp International Limited on which you choose to vote. (xii) 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. (xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details. (xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation 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. (xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote. (xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page. (xvii) If Demat account holder has forgotten the same password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system. (xviii) Note for Non Individual Shareholders and Custodians w Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporate. w A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected] w After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on. w The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote. w 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] B) Mr. Ashish Shrivastava, ACS, Practicing Company Secretary (CP No. 13228) has been appointed as Scrutinizer to scrutinize voting process in a fair and transparent manner. C) The Scrutinizer shall within a period not exceeding two (2) working days from the conclusion of the e-voting period unblock the votes in the presence of at least two (2) witnesses not in the employment of the Company and make a Scrutinizer's Report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company. D) The Results shall be declared on 06.03.2015. The Results declared along with the Scrutinizer's Report shall be available for inspection and also placed on the website of the Company within prescribed period.

NEO CORP INTERNATIONAL LTD. CIN: L24132MH1985PLC223220 Registered office: 220 MAHAVIR INDUSTRIAL ESTATE, OPP. MAHAKALI CAVES ROAD, ANDHERI (E), MUMBAI-400093

For and on behalf of the Board Sunil K. Trivedi (Chairman & Managing Director)

Place: Mumbai Date: 28.01.2015

Postal Ballot Notice

NEO CORP INTERNATIONAL LIMITED

EXPLANATORY STATEMENT {Pursuant to Section 102(1) of the Companies Act, 2013}

The following explanatory statement sets out all the material facts relating to the special business mentioned in the accompanying notice for postal ballot and shall be taken as forming part of the Notice. The Board of Directors in their meeting held on, 28th January 2015, subject to necessary approval(s), has approved the proposal for raising funds up to Rs. 45,50,00,000 (Forty Five Crores Fifty Lacs Only) by way of issue of convertible warrants on preferential basis to Jumbo Star Investment Ltd. Pursuant to Section 62 of the Companies Act 2013, further issue of Equity shares/warrants may be offered by the company may to such persons in the manner whatsoever if a special resolution to that effect is passed by the company. The proposed special resolution is required to comply with the requirements of the Section 62 of the Companies Act, 2013 in the context of issue and allotment of warrant. The disclosure in accordance with the Companies Act, 2013, the ICDR Regulations and other applicable provisions of law in relation to the Special Resolution set out in the accompanying notice are as follows: (a) The Objects of the issue: The Company as part of its future growth strategy aims to enlarge as focused and strong company. The Company is at present manufacturing technical textiles like Packtech, Geotech and Agrotech with international presence. The company is expanding its operations and also diversifying into the production of more value added products to cater to the higher end market segment. The company is continuously pursuing growth & diversification opportunities in the existing business to boost up the turnover and profitability. The issue of convertible warrants is planned to mobilize funds for funding current / future expansion plans / activities and working capital requirements. The proceeds of the issue will be utilized for capital expenditure of the future Projects and for meeting working capital requirements of the company and also for general corporate purposes. (b) Intention of Promoters/Directors/Key Management Personnel to subscribe to the offer: The promoters/ Directors/ Key Management Personnel are not intending to participate/subscribe to the present offer. (c) Shareholding pattern before and after the proposed issue of Equity Shares:

Category (A) 1. a. b. 2. (B) 1. 2. a. b. c.

Category of Shareholder Promoters Holding Indian Individuals Bodies Corporate Sub Total Foreign Promoters Sub Total (A) Non Promoters’ Holding Institutional Investors Non-Institutions: Body Corporate Indian Public Any Other (NRI & OCB) Sub Total (B) GRAND TOTAL

Pre -issue Pre -issue shares % of Total held Holding

6727553 2423573 9151126 0 9151126

17.69 6.37 24.07

6300 12645066 15493927 725779 28871072 38022198

Post -issue Post-issue % of Total shares held Holding

14.94 5.38 20.33

24.07

6727553 2423573 9151126 0 9151126

0.02

7006300

15.56

33.26 40.75 1.91 75.93 100.00

12645066 15493927 725779 35871072 45022198

28.09 34.41 1.61 79.67 100.00

20.33

*The holdings as on cut-off date, i.e., 16th January, 2015 is considered for Pre issue holding.

(d) Proposed time within which the allotment shall be completed: The allotment of warrant shall be completed within 15 days from the date of passing of the resolutions or in compliance with any statutory requirement including receipt of the in principle approval from the stock Exchange.

Postal Ballot Notice

NEO CORP INTERNATIONAL LIMITED

(e) Identity of the proposed allottees and percentage of post preferential offer:

Sr. Name of Proposed No. Allottees 1.

Jumbo Star Investment Ltd. TOTAL

Category Non-Promoter Foreign company

A Nil

B 70,00,000

Total Equity Shares (Already held+ Proposed Allotment) A+B 70,00,000

Nil

70,00,000

70,00,000

Present Present Issue holding

% of Post issue Capital 15.55% 15.55%

There will not be any change in the management control of the Company on account of this proposed preferential allotment except minor change in the shareholding pattern as well as voting rights. (f) Pricing & Undertaking to re-compute the price: Price is determined in terms of Regulation 76 SEBI (ICDR) Regulations. Further, the Company undertakes to re-compute the price of the equity shares, if at all required, in terms of the provisions of these regulations where it is required to do so. (g) Undertaking to put under lock-in till the re-computed price is paid: The Company undertakes that if the amount payable on account of the re-computation of price if not paid within the time stipulated in these regulations, the specified equity shares shall continue to be lock-in till the time such amount is paid by the allottee. (h) Auditors' Certificate: M/s A.P. Garg & Co., Chartered Accountants, the Statutory Auditors of the Company have certified that the preferential issue is being made in accordance with the requirements contained in SEBI (ICDR) Regulations, 2009. A copy of the certificate is kept for inspection at the Registered Office of the Company during the business hours. (i) Relevant Date: The Relevant Date for the purpose of pricing of the Convertible Warrants is Wednesday 4th February 2015, i.e. 30 days prior to the date of declaration of postal ballot results. The price so calculated is Rs. 41. The issue is made on higher price of Rs. 65/- of each warrant to be converted in to equity shares. (j) Lock in Requirements: The shares to be allotted on preferential basis shall be subject to lock-in as per applicable SEBI regulations in this regard The Board recommends the passing of the above resolution as a Special Resolution. None of the Directors, any other Key Managerial Person(s) of the Company and their relatives are, in any way, concerned or interested financially or otherwise in the proposed special resolution. NEO CORP INTERNATIONAL LTD. CIN: L24132MH1985PLC223220 Registered office: 220 MAHAVIR INDUSTRIAL ESTATE, OPP. MAHAKALI CAVES ROAD, ANDHERI (E), MUMBAI-400093

For and on behalf of the Board Sunil K. Trivedi (Chairman & Managing Director)

Place: Mumbai Date: 28.01.2015 Encl: 1. Postal Ballot Form 2. Pre-paid self-addressed Envelope

Postal Ballot Notice