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