Votes received electronically.
Transcription
Votes received electronically.
D_ear Notice pursuant to Section 11O ofthe Companies Act, 2013 Member, is hereby given pursuant to section 110 and other appricable Provisions, if any, of the Companies Act, 2013, (the ..Act,,), .."a iog"tlr". '2014, with the companies (Management and AdministrationJ Rures, Notice incfuding any statutory modification or re-enactment thereof for the time being in force, that the resorutions appended are proposed to be passed as specia! resorutions by way of postar bafiot / e-voting. The explanatory statement p€rtaining to the aforesaid resolutions setting out the material facts concerning each item and the reasons thereof ii a4nexed hereto along with a postar bartot form (the "Form") for your consideFation. The Board of Directors of the company (the "Board',) has appointed Naredi Vinod & Associates, practicing Company Secretaries as Mr. scrutinizer for conducting the postar balot process in a fair the and transparent manner. You are requested to carefully read the instructions printed on the 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 completed in. the enclosed self-addressed, _duly_ postage pre-paid gnvelope (if posted in India) so as to reach the ''on Members desiring to opt for e-voting as pbr f{cirities arranged by the Company are requested to read the notes to tfri. notice and ii"i.r"tion" overleaf the Form. References to postar aa[ot(s) in this noti".' in"i.ra" .ll Votes received electronically. ' Upon completion of the scrutiny of the Forms, the.Scrutinizer will his report to the Chairman/Director. The result of the pbstth.ballot submit would be announced by pp-l_v secreta ry of th e 1",DJl:.!,o:..9 I !l :-c"- The aforesaid resurt wourd be displayed at the registeredoffice 'oi Company, intimated to .the Stock Exchanges where the shares of Company are listed, published in the ;: t ill j the Scrutanizer's report on the viz.www. leh a rfootwear. Com Company's website 1, To approve Borrowing Iimits of the Company To consider and, if thought fit, to pass with or without modification, the following resolution as a Special Resolution: \EsoLvED that in pursuant _to s_ection 180(1)(c) and other applicable provisions, if any, of ttre companies Act, 2013, as amended from time to iime, the consent of the company be and is hereby accorded to the Board of Directors i,r tn"--ornpuny (hereinafter referred to as the "Board" which term shall include .ornrnittu" eb"ia oy tnis lhergof for the time being exercising the powers conferred on tl,e"ny Resolution) for borrowing from time to time, any sum or sums of monies, which together with the monies already borrowed by the company (apart from temporury loans obtained or to be obtained from the company,s banters in tne oriinary course of business), may exceed the aggregate of the paid-up capital oi the company and its free reseryes, that is to say, reserves not set apart for'any specific purpose, provided that the to-tal outstanding amount so borrowed shall not at any time exceed the limit of Rs. 200.00t Crore. (Rs. Two Hundred Crores),, 'REsoLvED FuRTHER that the Board be and is hereby authorized and empowered to arrange or settle the terms and conditions on which all such monies are to be borrowed from time to time as to interest, repayment, security or otherwise howsoever as it may think fit and to do all suih uitr, o"ui. ."a it iiigr, to execuie all such documents, instruments and writings as may be required,,, 2. creation of Charges on the assets Jf tne comlany. To consider and, if thought, fit, to pass with or resolution.as b Special Resolution: . *itt$rt 7 modification, the following *REsoLvED that pursuant-to-section 180(1Xa) ina o*'u. appticabte provisions, if of the companies Act, 2013, as amended from time to time, the consent of the 1ny, company be and is hereby accorded to the Board oi oirectore*oi ir," io',punv (hereinafter referied to as the "Board" which term snaff iniiudeiaoui#ri t"" thereof for the time being e_xercising the powers conferred on tn"Eeit ilu'tni, Resolution) to the creation. of such. mortgages, charges ana nypothecJfi"n, iJ o'"v be necessary on the movabre and immovabre assetjof ne cdrirp_any, il"fli ft"r"nt and future, in such manner as the Board / Committee of tne'boaia miy-ciir"ct, together. with power to take over the management of the company ii' i.tuin l events, to or in favour of financial institutions, invedtment institutlons subsidiaries, banks, mutual funds, trusts, otirer bodies corpoiui" anJ-th"ir. in"i"lnurt", . rtil"'*. *,il,n/*;ii t.r) *,, ':' referred to as the "Lending Agencies") and rrustees for the holders of debentures/ bonds and/or other instruments which may be issued on private placemuni ouii, o|. otherw.ise, to secure rupee term loansforeign currency loans, debentures. bonds and other instruments of an outstanding aggregate value not exceeding ni. zooucrore together with interest thereon at the agreed rates, further interest] liquidated damages, premium on pre-payment or on redemption, costs, charges, eipen.es and all other moneys payable by the company to the Trustees undei the trust Deed and to the Lending Agencies under their respective Agreements / Loan Agreements./ Debenture Trust Deeds entered / to be entered in6 by the company in respect of the said borrowings." "REsoLvED FURTHER that the Board be and is hereby authorized to finalize with the Lending Agencies / Trustees, the documents for creating the aforesaid mortgages, charges and/or hypothecations and to accept any modifications to, or to Modify, alte{ or vary, the terms and conditions of the aforesaid documents and to do all such acts and things and to execute all such documents as may be necessary for giving effect to this Resolution." EXPLANATORY STATEMENT The follo_wing Explanatory statement pursuant to section 102 of the companies Act,2013 ("Act") sets out all material facts relating to the business mentioned at Item Nos. 1&2: To meet the requirement of funds for effective implementation and broadband capital expenditure of the company may require to borrow additional funds irom time to time by way of loans from Banks/ Financial/ other Institutions, and /or issue bonds, debentures or other debt securities: (i) borrowing monies on b-ehalf of the company (apart from temporary loans obtained or to be obtained from the cornpany's bankers in the ordinary course or business) in excess of the aggregate of the paid-up lapitat of tn" corplny ina it, free reseryes, subject to the total outstanding amour$ so borrowed not'excLeding a t sum of Rs. 200/- Crore at any point of time; i. f And (ii) creation of a mortgage or charge for the said borrowings, as security by way of mortgage / hypothecation on the Company's assets in faVour ellending igencies and trustees for the amounts borrowed i.e. up to Rg. 2ool-*qrq;"j iniiroing interest, charges, etc. payable thereon, as the documents for tne\SaiU prroor" could contain the power to take over the management of the compa-iy, in'cehain events. under section 180 of the Act, the above powers of the Board iie rei ireo to be exercised only with the consent of the company by a Speciai Resolution.l \ The approval of the Members for the said borrowings and creation of a mortgage or charge for the said borrowing is therefore now being sought, by way of a Special Resolutions, pursuant to Section 180(1Xc) and 180(1)(a) of the Act respectively, ol sectton 11.0 ot the uompantes Act, zut3 read wttn Hute tz or tne Companies (Management and Administration) Rules, 2014, the aforesaid approval under .Section 180(1Xa) is to be obtained by passing ofa special resolution through postal ballots. As per the provlstons Accordingly, the respective special resolutions under Section 180(1Xc) and 180(1)(a) of the Companies Act, 2013 as mentioned in ltem No, 1 & 2 of the postal Ballot Notice, being connected to each other, are proposed for seeking approval of members by way of Special Resolution. Your Directors recommend the resolutions as set out at ltem Nos. 1 & 2 of the postal Ballot Notice for your approval. None of the persons specified in Section 102 of the Companies Ac! 2013 namely the Promoters, Directort Key Managerial Persons; Relatives of Promotert Directors and .Key Managerial Persons. or the entities comprising the interest of Promoters, Directors or Key Managerial Persons, are concerned or interested in the above resolutions. By Order of the Board of Directors r Polymers Limited t ! t DrN - OO106649 ; 1f :iliiir:.,,'l9y'i-2'i20t4. Registered Office: A-243(A) ROAD NO.06 V K I AREA, JAIPU& RAJASTHAN \-- l-* -. '- I Notes: l. The explanatory statement and reasons for the proposed resolution pursuant to.Section lO2 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014 setting out material facts is annexed hereto. 2. The Company has appointed Mr. Vinod Kumar Naredi, practicing Company Secretary, Jaipur, to act as the Scrutinizer for conducting the postal Ballot process in a fair and transparent manner. 3. The Postal Ballot Notice is being sent to all the Members, whose names appear in the Register of Members as on Friday, 19th December, 2014. 4. In compliance with the provisions of Section 108 and 110 of the Companies Act, 2Ot3 read with the Companies (Management and Administration) Rules, 2O!4 and Listing Agreement, the Company is pleased to offer e-voting facility as an alternate, to all the Shareholders of the Company. For this purpose thet Company has entered into an agreement with GDSL for facilitating e-voting to enable the shareholders to cast their votes electronically instead of dispatching the Postal Ballot Form. MEMBERS MAY CAST THEIR VOTES EITHER THROUGH POSTAL BALLOT FORM oT.THROUGH ELECTRONIC FORM (E-VOTING). E Procedure and fnstructions for ts-voting ! In compliance with provisions of Section 108 of€ompanies Act, 2013 and Rule 20 of Companies (Management and Admifiistration) Rules, 2014, the . Company is pleased to provide members the ftffility to exercise their right to vote for the purpose of passing resolutions through postal ballot, by electronic means. 2. The Board of Directors at their meeting have appointed Mr. Vinod Kumar Naredi, Practicing Company Secretary, Jaipur as the scrutinizer for e-voting to unblock the votes in favour or against, if any, and to report forthwith to the Chairman. The Scrutinizer will be responsible to conduct e-voting in a fair and tra nspa rent manner. 3. Votes once cast by the member cannot be changed/altered. 4. The instructions u nder: - for members for voting electronically are as (A.) In case of members receiving e-mail: (i) Log on to the e-voting website www.evotingindia.com (ii) Click on "Shareholders" tab. (iii) Now, select the "COMPANY NAME" from the drop down menu and click on "SUBMIT" (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 (v) Number registered with the Company. Next enter the Image Verification as displayed and Click on Login. (vi) If (vii) PAN Folio you are holding shares in Oemat fo6m and had logged on to www.evotingindia.comand voted on an eaflier voting of any company, l' then your existing password is to be useO'f. If you are a first time user follow the stepdgiven below: For Members holding shares in Demat Form and Physica Form -{. *PAN Enter your 10 digit alpha-numeric ,issued bi {go.me Tax Department (Applicable for both Demat shareholderdus well as physical shareholders) . Members who have not updated their PAN witi the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of .the l'! Notes: "1. The explanatory statement and reasons for the proposed resolution pursuant to Section 102 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014 setting out material facts is annexed hereto, 2, The Company has appointed Mr, Vinod Kumar Naredi, practicing Company secretary, Jaipur, to act as the scrutinizer for conducting the postal Ballot process in a fair and transparent manner. 3. The Postal Ballot Notice is being sent to all the Members, whose names appear in the Register of Members as on Friday, 19th December,2OL4, 4, In compliance with the provisions of Section 108 and 110 of the Companies Agt, 2OL3 read with the Companies (Management and Administration) Rules, 2014 and Listing Agreement, the Company is pleased to offer e-voting facility as an alternate, to all the Shareholders of the Company. For this purpose the Company has entered into an agreement with GDSL for facilitating e-voting to enable the shareholders to iast their votes electronically instead of dispatching the Postal Ballot Form, MEMBERS MAY CAST THEIR VOTES EITHER THROUGH POSTAL BALLOT FORM oTTHROUGH ELECTRONIC FORM (E-VOTING). E Procedure and fnstructions fort-voting I In compliance with provisions of Section 108 if Companies Act, 2013 ;r and Rule 20.of Companies (Management and Adn{inistration) Rules, 2014, the Company is pleased to provide members thefgcility to exercise their right to vote for the purpose electronic means, of passing resolutions through postal ballot, by I 2. The Board of Direciors at their meeting have..appointed l"lr, Vinod Kumar. Naredi, Practicing Company Secretary, Jaipur as the scrutinizer for e-voting ' sequence number (refer serial no. printed -n thE-nanre and address sticker/Postal Ballot Form/mail) in the pAN Field. In case the sequence number is less than B 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 serial number 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. Dividend Enter the Dividend Bank Details as recorded-n youi-demat Bank account or in the company records for the said demat account Details or folio. . Please enter the DOB or Dividend Bank 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. (viii) (ix) After entering these detailj appropriately, click on "SUBMIT,'tab. Members holding shares in physical form will then reach directly 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 loqin password in the new password field, Kindly note thatthis passwcrd is to be also used by the Demat holders for voting for resolutionsfof any other company on whieh they are eligible to vote, providqd that company opts for e_ voting through CDSL platform. It is stiongly recommerded not to share your password with any other person.and take utmost care to . .i-_ keep you r password confidential. 'r3 ' (x) For Members holding shares in physical form, the oetaits lln ne usea only for e-voting on the resolutions contained in this Notice. (xi) J Click on the EVSN for the relevant <Company Name> ron which you choose to vote. t r (xii) on the voting page, you wiil see "RESOLUTION DEScRIprIoN,. and against the same the option 'yES/No" for voting. serect the option YES or No as desired. The option yES impries 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) Afteri 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 resorution, you wiil not 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 be the changed password then Enter the User ID and the image verification code and click on Forgot Password& enter the details as prompted Qy the system. . Non-Individual sha reholders (i.e. etc.) are required to log on to rl an Individuals, HUF, NRI and register themselves as Corporates. ' They should submit a scanned copy of the Registra![on Form bearing the stamp and sign of the entity to [email protected]. . After receiving the login details they have to create a ,rei *no *qrlA be able to link the account(s) which they wish to vote on. ' , . The list of accounts should be mailed to helpdesk,evoting@cdslindia,com and on approval of the accounts they would be able to cast their vote, They should upload a scanned copy of the Board Resolution and power of Attorney (POA) which they have issued in favour of the Custodian, if any, in PDF format in the system for the scrutinizer to verify the same. (B) In case of members receiving the physical copy: sl. no. (i) to sl, no. (xvii) above to cast (A) Please follow all steps from vote. (B) 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 cutoff date (record date) of iRecord Date>, may cast their vote electr.onically, The e-voting module shall be disabled by CDSL for voting thereafter, (c) In case you have any queries or issue! regarding e-voting, you may refer the Frequently Asked euestions (.'FAes,') and e_voting manual available at www. evotingind ia.cor.nunder help section or write an email to [email protected]. i IT (C) Note for Non - Individual Shareholr{drs and Custodians .1. Non-Individual shareholders (i.e. other thariilndividuals, HUF, NRI etc.) and custodian are required to log on to www.evotingindia.com and register themselves as Corporates \- 2. A scanned copy of the Registration Form bearing the stamp\iid sign of the entity should be emailed to helpdesk.evotinq@cdsiindia,com, -- 3. After receiving the login details they have to create 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 votdon. 4. The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote. 5. 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, (xviii) 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 hel pdesk.evoting@cdsli ndia,com, L-r Other Instructions: 1, All documents referred to in this Postal Ballot Notice and Explanatory Statement setting out material facts and other statutory registers are open for inspection by the Members at the Registered Office of the Company between 10.00 am and 12 noon on all working days except Saturdays, Sundays and national holidays up to the date of declaration of result of the Postal Ballot i.e.'on 28th January, 2015. 2. Kindly note that the Shareholders can opt for only one mode of voting i,e. either by Physical Ballot or e-voting. If the Shareholders are opting for evoting then do not vote by Physical Ballot of vice-versa, However in case shareholders cast their vote by physical ballot and e-voting both, then voting done through valid e-voting shall prevail and voting done by physical ballot will be treated as invalid. Shareholders desiring to exercise vote bp Physical Postal Ballot are requested to carefully read the instructions prinled in the Postal Ballot Form and return the Form duly completed and sflgned in the enclosed self addressed business reply envelope to the Scri.rtinizer so as to reach the Scrutinizer onror before the qlos€,:of the wodiing hours on Saturday, 24th January, 2015; The postage cost will be borne"by ihe Company; However the envelopes containing Postal Ballot Form(s), if deposited in.person or sent by courier oi registered/speed post at the expense of the-shdreholder will also 3, be accepted. \^-. .. 'r' ' 4. In case where the Postal ballot form has been signed by an Authorized Representative of a Body Corporate, certified copy of the" iel.evant authorization to vote on the Postal Ballot should accompany the Postal Ballot Form. I .t" al,' '\ i 64j|hg Postal ballot-fglmtiit!:eCelvgq.94er-saturday, Z4th January, 2015 wit| bd:ti€Ated as-if.replV,fi0m the meriib€r hasl i'i6t beien received. 7. The Scrutinizer will submit his report addressed to the Chairman and Managing Director of the Company, after completion of scrutiny of postal Ballot in a fair and transparent manner. The results of the postal Ballot will be announced on Wednesday 28th January 2015 at the registered office of the Company and will be communicated to the Stock Exchanges where the Company's Shares are listed. The results of the postal ballot will also be displayed on-the Company's Website www.leharfootwear;com 8. The Board of Directors of the Company has appointed Mr. Naresh Agarwal Executive Director, as the person responsible for the entire postal Ballot process. l. I t |- 'i' I POSTAL BALLOT FORM Registered Office! A-243(A) ROAD NO. 06, V K I AREA, JAIPU& RAJASTHAN Phone No: Ot4t-4157777 (3O LINES) Fax Noi Ot4l-4L57766 CIN: L19201RJ1994PLCOO8196 Website: www,leharfootwera,com Note: Please read the instructions printed overleaf carefully before exercising your vote. 1. Name(s) & Registered Address: of the sole / first named Shareholder 2. Name(s) of the Joint-Holder(s), If any (in block letters) 3. Registered Folio Number /: DP ID No / Client ID No.x x(Applicabld to investors holding Shares in dematerialized for_m) 4. Number of Ordinary Share(s) held: (Equity Shares of Rs. 10/- Each.) 8. I/We hereby exercise my/our vote in respect of the following Special Resolution) to be passed through postal ballot for the business stated in the notice of the Company dated 19rH December 2OL4,by eonveying my /our assent / disseht to the said resolutions by placing the tick mark in the appropriate box bellow: Item Brief Particulars of the Resolution No. 1. Consent of the Company under Section 180 (1) (c) of the Act to the Board of Directors to borrow up to Rs.200 Crores or the aggregate of the paid up capital and free reserves of the Company, No. of Shares I/We Assent to the resolution for I/We Assent to the resolution a oa inst l. t whichever is hioher. 2. Consent of the Company under Section 180 (1) (a) of the Act to the Board of Directors to create charges on the movable and immovable properties of the Company, both present and future, in rasDect of borrowinos. *rt \-< PLACE: DATE: Sig of Postal Biillot _. nature of the Shareholder