Registered Office: 47/81, Hatia Bazar, Kanpur 208 001 Works & Corporate Office: Yash Nagar, Faizabad 224 135 Notice is hereby given that an Extra-Ordinary General Meeting of the Members of Yash Papers Limited will be held on Saturday, the 24 th day of March, 2012 at 11 A.M. at its Corporate Office : Yash Papers Limited, Yash Nagar, Faizabad 224 135, Uttar Pradesh to transact the following businesses: Special Business: 1. To consider and if thought fit, to pass, with or without modifications, the following resolution as a special resolution: RESOLVED THAT subject to consent of shareholders in General Meeting by Special Resolution and other necessary approvals and in terms of Section 81(1A) and all other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modification(s) or re-enactment for the time being in force and in accordance with the provisions of Memorandum and Articles of Association of the Company, the Listing Agreements entered into by the Company with the Stock Exchanges and the Regulations/ Guidelines/ Clarifications, if any prescribed/ issued by the Securities and Exchange Board of India (SEBI), The Reserve Bank of India (RBI) and subject to the provisions of the Foreign Exchange Management Act, 1999 (FEMA) and all other applicable laws and regulations and subject to the Company obtaining all approvals, consents, permissions and sanctions as may be required from any and/ or all Government or Regulatory Authorities and/or all other institutions and bodies including Banks provided that such sanctions are acceptable to the Board of Directors of the Company (hereinafter referred to as the Board which term shall be deemed to include any committee of Directors constituted by the Board and authorized for this purpose), the consent and approval of the Company be and is hereby accorded to the Board to create, offer, issue and allot 37,00,000 Equity shares of Rs.11 (including 1 Rs. Premium) in cash aggregating to Rs.4,07,00,000/- or such other higher price determined in terms of SEBI under Securities and Exchange Board of India ( Issue of capital and Disclosure requirements 2009), with February 22, 2012 being the relevant date i.e. the date 30 days prior to the date of Extraordinary General Meeting of the Company where the proposed issue is to be considered on such terms as may be deemed appropriate by the Board, on preferential basis. Meeting and other necessary approval to issue Equity shares of Nominal value of Rs.10 each at premium of Rs.1 per Share or such other higher price as may be computed in accordance with Chapter VII (Guidelines for Preferential Issues) of the SEBI (Issue of capital and Disclosure requirements 2009) as amended from time to time.
Meeting and other necessary approvals the Equity Shares so issued shall rank pari passu with the existing Equity Shares of the Company including dividend. Meeting and other necessary approvals subject to SEBI guidelines and other applicable laws, the Board be and is hereby authorized to decide and approve terms and conditions of the issue of above mentioned equity shares and to vary, modify or alter any of the terms and conditions, including size of the issue, as it may deem expedient. Meeting and other necessary approvals 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 any other officer or officers of the Company to give effect to the aforesaid resolutions including to execute any documents on behalf of the Company and to represent the Company before any governmental authorities and to appoint any Professional Advisers/Consultants/Lawyers. Meeting and other necessary approvals, for the purpose of giving effect to this resolution, the Board be and is hereby authorized, on behalf of the Company to do all such acts, deeds, matters and things as the Board may, in its absolute discretion, deem necessary or desirable, for such purpose, including without limitation to enter into arrangements/agreements and to settle all questions, difficulties or doubts that may arise in regard to such issue as the Board, in its absolute discretion deem fit and take all steps which are incidental, consequential, relevant or ancillary in this connection. 2. To consider and, if thought fit, to pass with or without modification(s) following resolution as an ordinary resolution: RESOLVED THAT Ms. Kimberly Ann McArthur, who was appointed as an Additional Director pursuant to section 260 of the Companies Act, 1956, and who holds office up to the date of this Annual General Meeting and in respect of whom the Company has received a notice under section 257 of the Companies Act, 1956 from a member, in writing, proposing his candidature for the office of Director of the Company, be and is hereby appointed as a Director of the Company.
NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THIS MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ONLY ON A POLL INSTEAD OF HIMSELF/HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. 2. The Explanatory Statement, as required under Section 173(2) of the Companies Act, 1956, is annexed hereto. 3. The proxy form must be deposited at the Registered Office of the Company not less than 48 hours before the commencement of the Meeting. 4. The members are requested to bring their copy of the Notice and the Attendance Slip duly filled in with them at the Meeting. 5. M/s Skyline Financial Services Pvt. Ltd., D-153/A, 1 st Floor, Okhla Industrial Area, Phase 1, New Delhi - 110 020, is its Registrar and Share Transfer Agent. By Order of the Board of Directors Place: Faizabad Date: 25.02.2012 Ved Krishna Managing Director
EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT Item No.1 It is proposed to part finance to augment the long term working capital requirements of the Company to tide over the current cash crunch faced on account of increase in prices of raw materials and fuels and to critical capital expenditure required for value addition of Paper Machine 3 for removing bottleneck in Paper Machine - 3. Raising Capital through Preferential allotment is one of the most cost effective method as no merchant banker need to be appointed and other issue related expenses are not to be incurred. Preferential Issue is proposed by way of allotment of the equity shares. Accordingly the Company proposes to issue 37,00,000 equity shares at a price of Rs. 10 per equity shares at a premium of Rs.1 per equity shares or such other higher price determined in terms of SEBI under Securities and Exchange Board of India (Issue of capital and Disclosure requirements 2009), in cash aggregating to Rs.407.00 lacs on preferential basis to the following:- NAME OF PROPOSED ALLOTTEE NO. OF EQUITY SHARES TO BE ALLOTTED RANJINI PODDAR 37,00,000 TOTAL 37,00,000 The salient features of this Preferential Issue are: 37,00,000 equity shares not less than of Rs.10 each at a premium of Rs.1 per equity shares as per detail given in the resolution. The equity shares shall be locked in for a period of one year from the date of allotment or such period as required by law. Disclosure: Disclosure in terms of clause 13.1A of SEBI Guidelines on Preferential Issues: The Object of the Preferential Issues: It is proposed to part finance to augment the long term working capital requirements of the Company to tide over the current cash crunch faced on account of increase in prices of raw materials and fuels and to critical capital expenditure required for value addition of Paper Machine 3 for removing bottleneck in Paper Machine - 3. Intention Of the promoters\ Director\ Key Management Person to subscribe the Offer: The equity shares will not be subscribed by the promoter/promoter group as same is proposed to a person other than falling in promoter group.
Shareholding Pattern before and after the Offer: Pre-allotment Shareholding* Post-allotment Shareholding** No. of %age No. of %age Shares Shares Promoters 82,64,892 34.44 82,64,892 29.84 Mutual Funds and UTI 1,000 0.00 1,000 0.00 Banks, Financial Institutions 0 0.00 0 0.00 Central/ State Government 2,11,121 0.88 2,11,121 0.76 Corporate Bodies 7,41,379 3.09 7,41,379 2.68 Individuals 1,46,20,713 60.92 1,83,20,713 66.14 NRIs / OCBs 1,60,895 0.67 1,60,895 0.58 TOTAL SHARES 2,40,00,000 100.00 2,77,00,000 100.00 The above shareholding pattern may be changed upon transfer of shares by the existing shareholders of the Company from time to time. *As at 31.12.2011 **It Includes 37,00,000 equity shares to be allotted on preferential basis. Proposed time within which the allotment shall be completed: The allotment of equity shares and dispatch thereof on preferential basis shall be completed within period of 15 days from the date of passing of the special resolution by the Shareholders. Provided that where any approval or permission by any regulatory authority or the Central Government for allotment is pending, the period of 15 th days shall be counted from the date of approval or permission, as the case may be. The identity of the proposed allottees and the percentage of post preferential issued capital that may be held by them: PROPOSED ALLOTTEE RANJINI PODDAR* W\O MR. AJAY PODDAR 5 QUEEN COURT MORRIS TOWN, NJ 07960 PAN NO.: AFZPP0574J EXISTENCE SHAREHOLDI- NG IN NUMBERS EXISTE- NCE %AGE POST ALLOTMENT HOLDING POST- ISSUE %AGE NIL NIL 37,00,000 13.36 TOTAL NIL NIL 37,00,000 13.36 *Mrs. Ranjini Poddar aged about 44 years is the President of Artech Information Systems in Morristown. Mrs. Ranjini Poddar earned her B.S. in Information and
Computer Science from the University of California at Irvine in 1988 and she graduated from Yale Law School in 1994. Mrs. Ranjini Poddar is the Business Woman of the year 2008 and award winner of Ernst & Young Entrepreneur of the Year 2009 - NJ, IT Consulting. Due to above preferential allotment of equity shares, no change in Control is contemplated. An undertaking that the issuer shall re compute the price of specified securities in terms of the provision these regulations where it is required to do so An undertaking that if the amount payable on account of re computation of price is not paid within the time stipulated in these regulation this specified securities shall continue to be locked in till the time such amount is paid by the allottees. A copy of the Auditors Certificate dated February 22, 2012 that the present preferential allotment is being made in accordance with the requirements contained in the Guidelines for preferential issue under Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2009 will be placed before the Extraordinary General Meeting. In terms of Section 81 (1A) of the Companies Act, 1956, a public Company may offer its share to persons other than its existing shareholder if a Special Resolution to that effect is passed in General Meeting. The consent of the members is, therefore sought to authorize the Board of Directors to issue the equity shares in the manner set out in the resolution. Your Directors recommend the resolution for the approval of the members. None of the Directors of the Company is in any other way, interested or concerned in the Resolution. Item No.2 Pursuant to Section 260 of the Companies Act, 1956 Ms. Kimberly Ann McArthur was appointed as an Additional Director of the Company with effect from February 13, 2012. Ms. Kimberly Ann McArthur will hold office as an Additional Director upto the date of ensuing Annual General Meeting. The Company has received a notice in writing from a member alongwith a deposit of Rs. 500/- (Rupees Five Hundred only) proposing the candidature of Ms. Kimberly Ann McArthur for the office of Director of the Company under the provisions of Section 257 of the Companies Act, 1956. Ms. Kimberly Ann McArthur has co-owned a social justice marketing and design studio for the last twelve years. She led the growth of Free Range from two founders to an award-winning studio with offices in Washington, DC and Berkeley, CA. Her business and marketing acumen has led her to be invited to speak at numerous venues such as Harvard University, Brigham Young University, Social Venture Network, and LOHAS. Your Directors recommend the resolution for the approval of the members.
None of the Directors of the Company is in any other way, interested or concerned in the Resolution. By Order of the Board of Directors Place: Faizabad Date: 25.02.2012 Ved Krishna Managing Director
DETAILS OF THE DIRECTOR SEEKING RE-APPOINTMENT / APPOINTMENT AT EXTRA-ORDINARY GENERAL MEETING Name Kimberly Ann McArthur Age (Date of Birth) 38 Years (19.05.1974) Occupation Business Qualification Master in Communication Date of Appointment 13-02-2012 Directorship in other Companies None