HINDUSTAN FLUOROCARBONS LTD.

HINDUSTAN FLUOROCARBONS LTD.
Regd.Office : 303, Babukhan Estate, Basheerbagh, Hyderabad – 500 001.
Tel:91-40-23241051 • Fax:91-40-23296455 • Website: www.hfl.co.in. CIN: L25206AP1983PLC004037
NOTICE OF THE POSTAL BALLOT:
(PURSUANT TO SECTION 110 OF THE COMPANIES ACT, 2013 READ WITH
COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014.
TO THE SHAREHOLDERS OF THE COMPANY,
Notice is hereby given that pursuant to Section 110 and other applicable provisions, if any, of the Companies Act, 2013
(hereinafter referred to as “the Act”) read with Rule 22 and other applicable Rules of Companies (Management and Administration) Rules, 2014 (hereinafter referred to as “the Rules”) including any statutory modifications or re-enactment thereof
for the time being in force, the resolution appended below are proposed to be passed by way of postal ballot and e-voting.
The proposed Special Resolutions and Explanatory Statement pertaining to the said resolutions setting out all material facts
concerning each resolution and the reasons thereto is annexed hereto for your consideration. The postal ballot form for
voting by you as shareholder of the company is also enclosed. The Company has appointed Mr. Raghavendar Rao Depuru,
M/s.Ahalada Rao.V & Associates, Practicing Company Secretary (Membership No. A35788), as Scrutinizer for conducting
the Postal Ballot Process in a fair and transparent manner. The Scrutinizer address is as below:Mr. Raghavendar Rao Depuru
Scrutinizer,
M/s.Ahalada Rao.V & Associates,
Company Secretaries
Flat NO.113, Block B
Sri Datta Sai Commercial Complex
Opp. Sapthagiri Theatre,
RTC X Roads, Hyderabad-500020.
You are requested to carefully read the instructions printed on the form, record your assent (for) or dissent (against) therein
by filing 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, business reply envelope so as to reach the scrutinizer not later than the close of
working hours i.e 6.00 p.m on Wednesday, December 24, 2014
The company is pleased to offer e-voting facility as an alternate to its members to enable them to cast their votes electronically instead of dispatching postal ballot form. E-voting is optional. Members desiring to opt for e-voting as per facilities
arranged by the company are requested to read the notes to this notice.
Upon completion of the scrutiny of the forms, the scrutinizer will submit his report to the Chairman/ Director. The result of the
postal ballot would be announced by a director or the Company Secretary of the company on Tuesday, December 30, 2014
at the registered office of the company. The aforesaid result would be displayed at the registered office of the company,
intimated to the stock exchange where the shares of the company are listed, published in the news papes and displayed
along with the scrutinizers report on the Company’ s website i.e www.hfl.co.in
Members holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Thursday,
November, 6, 2014, may cast their vote electronically on the Business as set out in the Notice of the Postal Ballot through
electronic voting system of CDSL
The Resolutions, if approved, will be taken as passed effectively on the date of declaration of the results
SPECIAL RESOLUTION – ITEM NO. 1: BORROWING POWERS OF THE COMPANY AND CREATION OF CHARGE /
PROVIDING OF SECURITY.
To consider and, if thought fit to pass, with or without modification(s), the following resolutions as Special Resolution:
RESOLVED THAT PURSUANT to the provisions of Section 181(1)(a) and all other applicable provisions, if any, of the
Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force), and Section 293(1)(a) of the Companies Act, 1956 consent of the company be and is hereby accorded to the Board of Directors of
the Company ( hereinafter referred to as “the Board”) for continuing with the existing charges, mortgages, securities and/or
other encumbrances and creating mortgages and/or charges, hypothecation, pledge and/or any other encumbrances on
such terms and conditions and at such time and in such form and manner as the Board may determine on all or any of the
moveable and/or stock in trade ( including Raw materials, stores, spare parts and components in stock or material in transit)
and/or immovable properties of the Company, wherever situated, both present and future or the whole or substantially the
whole of any one or more of the company’s undertaking(s) in favour of all or any of the financial institutions, banks, lenders,
financiers, bodies corporate, corporations, foreign institutional investors, any other person (s)/ entities or any combination
of the above to secure the borrowings/loans by the Company, together with interest costs, charges, expenses and all other
monies payable by the Company.
RESOLVED THAT PURSUANT to the provisions of Section 181(1)(c) and all other applicable provisions , if any, of the
Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force), Article 40
of the Articles of association of the company and Section 293(1)(d) of the Companies Act, 1956 consent of the company be
and is hereby accorded to Board of Directors of the Company ( hereinafter referred to as “the Board”) for continuing to avail
the existing borrowings any sum or sums of money, from time to time, from any one or more of the banks and/or financial
or investment institutions, and/ or Central/ State Government, firms, entities, bodies corporate, corporations, companies,
whether by way of loans, working capital facilities, including letter of credit, bank guarantee, cash credit, advance or deposits, or bill discounting or otherwise and whether in Indian currency or in foreign currency , unsecured or secured and if
secured by mortgage , charge, hypothecation or lien or pledge or any other encumbrances of the Company’s assets and
properties whether movable or Immovable or stock in trade ( including Raw materials, stores, spare parts and components
in stock or material in transit) and work-in progress and all or any of the undertakings of the Company both present and
future notwithstanding that the moneys to be borrowed together with moneys already borrowed by the Company ( apart
from temporary loans obtained from the Company’s bankers in the ordinary course of business) will or may exceed the aggregate of the paid up capital of the company and its free reserves , provided that the total amount up to which the moneys
may be borrowed by the board and outstanding at any time shall not exceed the sum of Rs. 60 crores ( rupees sixty crores
only) over and above the aggregate of the paid up capital of the company and its free reserves”.
“RESOLVED FURTHER THAT the Securities to be created by the Company for its borrowing as aforesaid may rank paripassu with the security already created in the form of mortgage and / or charges already created or to be created in future
by the Company as may be agreed to between the Board and concerned parties”.
“RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board or any committee or person(s)
authorized by the Board, be and is / are hereby authorized to finalize, settle and execute such documents / deeds / writings
/ papers / agreements as may be required and to do all acts, deeds, matters and things as may in its / his / their absolute
discretion deem necessary, proper or desirable and to settle any question(s), difficulty(ies) or doubt(s) that may arise in
regard to creating security(ies) as aforesaid or other considered to be in the best interest of the Company”
“ RESOLVED FURTHER THAT the Company Secretary of the Company be and is hereby authorised to file the necessary
forms & returns with the Registrar of Companies and other statutory authorities and to do all other things, acts and deeds
as may be necessary”
By order of the Board of Directors
Of Hindustan Fluorocarbons Ltd.,
PLACE: HYDERABAD
DATE: 12.11.2014
(RAJANI.K)
COMPANY SECRETARY
Regd.Office
303, Babukhan Estate,
Basheerbagh, Hyderabad – 500 001.
NOTES:
1. The Explanatory Statement and reasons for the proposed Special Resolutions pursuant to Section 102 of the Act setting
out material facts are appended to the Notice.
2. Voting rights shall be reckoned in proportion to the paid-up equity shares registered in the name of the Member as on
Thursday, November, 6, 2014
3. Resolutions passed by the members through Postal Ballot are deemed to have been passed effectively at a general
meeting of the members. The Special Resolution shall be declared as passed if the number of votes cast in favor of the
Special Resolution is not less than three times the number of votes cast against the Special Resolution.
4. In compliance with provisions of Section 108 of the Companies Act read with the Rules and Clause 35B of the Equity
Listing Agreement, the Company is pleased to offer e-voting facility for its members to enable them to cast their votes electronically. Members have option to vote either through e-voting or through the physical Postal Ballot Form. If a member has
opted for e-voting, 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. For this purpose, the Company has signed an agreement with the Central Depository Services (India) Limited (“CDSL”) for facilitating e-voting.
5. Shareholders to whom documents have been sent physically have the option to vote either through e-Voting or through
Postal Ballot Form. In case shareholder who have received Notice of Postal Ballot through e-mail but who wish to vote
through Ballot Form can download the Ballot form from the link www.hfl.co.in or seek duplicate form from R & T Agents,
Share pro services (India) Pvt.Ltd.,13AB, Samhita Warehousing Complex,Second Floor, Sakinaka Telephone Exchange
Lane,Off Andheri Kurla Road, Sakinaka, Andheri(East), Mumbai – 400 072. West, Mumbai – 400 078, fill in the details and
send the same to Scrutinizer by Post at the address given above.
6. The date of commencement of e-voting is Tuesday, November 25, 2014 and the last date for e-voting is Wednesday,
December 24, 2014. The e-voting module will be disabled for voting thereafter by CDSL.
The instructions for shareholders voting electronically are as under:
(i) The voting period begins on <Date and Time> and ends on <Date and Time>. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of <Record Date>, 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 vot
ing of any company, then your existing password is to be used.
(vii) 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 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 applicable 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.
DOB
Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.
(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> 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
•
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 Corporates.
•
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.
[email protected].
•
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.
•
The list of accounts 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) AND SECTION 110 & RULE 22 OF THE COMPANIES
(MANAGEMENT AND ADMINISTRATION) RULES, 2014.
Item No.1
The provisions of Section 180(1) ( c ) of the Companies Act, 2013, provide that the board of directors of a company shall
exercise the powers to borrow money, where the money to be borrowed, together with the money already borrowed by
the Company will exceed aggregate of its paid up capital and free reserves, apart from temporary loans obtained from the
company’s bankers in the ordinary course of business only with the consent of the company by a special resolution.
It is, therefore, proposed to seek the approval of the shareholders to the borrowing limits of Rs. Rs.60 Crores (Rupees Sixty
Crores Only) apart from temporary loans obtained from Company’s bankers in the ordinary course of business) under section 110 f the companies act, 2013 by way of a special resolution.
The provisions of the Section 180 (1) (a) of the companies act, 2013, the Board of Directors of the Company to create
charge / provide security for the sum borrowed on such terms and conditions and in such form and manner and with such
ranking as to priority, as the Board in its absolute discretion thinks fit, on the assets of the Company, as may be agreed
to between the Company and the Lenders so as to secure the borrowings by the Company, together with interest costs,
charges, expenses and all other monies payable by the Company to the concerned Lenders / Institutions, under the respective arrangements entered into / to be entered by the Company and/or Board with the consent of the company by a special
resolution.
The Board of directors of your Company recommends the Special Resolution as set out in item No.1 in the accompanied
notice for approval of the Shareholders through postal ballot.
None of the Directors, Key Managerial Personnel or their relatives are in any way concerned or otherwise interested in this
resolution.
PLACE: HYDERABAD
DATE: 12.11.2014
Regd.Office
303, Babukhan Estate,
Basheerbagh, Hyderabad – 500 001.
Tel:91-40-23241051
Fax:91-40-23296455
Website:www.hfl.co.in.
By order of the Board of Directors
Of Hindustan Fluorocarbons Ltd.,
(RAJANI.K)
COMPANY SECRETARY

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