NOTICE

 

 

Notice is hereby given that the Twenty Fourth Annual General Meeting of the Members of POLYCON INTERNATIONAL LIMITED will be held at Rotary Bhawan, Church Road, M.I. Road, Jaipur - 302 001, Rajasthan the Registered Office of the Company, on Wednesday, the 30^th Day of September, 2015 at 1.00 P.M., to transact the following business :-

 

ORDINARY BUSINESS

 

1. To receive, consider and adopt the Audited Financial Statements for the year ended 31^st March, 2015, and the Reports of Board and the Auditors thereon.

 

2. To appoint a Director in place of Shri Rajiv Baid (DIN: 00212265), who retires by rotation and is eligible, offers himself for re-appointment.

 

3. To consider and, if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution:

 

“RESOLVED THAT M/s. A.Natani & Co. (Firm Registration No. 07347C), Chartered Accountants, be and are hereby re-appointed as Auditors of the Company to hold office for the term of two years from the conclusion of this Annual General Meeting until the conclusion of the Twenty Sixth Annual General Meeting in year 2017 subject to ratification as to the said appointment at every Annual General Meeting at a remuneration as shall be fixed by the Board of Directors of the Company”.

 

 

SPECIAL BUSINESS

 

4. To consider and if thought fit to pass, with or without modification(s), the following resolution as an Ordinary Resolution:-

              

“RESOLVED THAT pursuant to the provisions of Sections 152  and all other applicable provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 Shri Kishore Chand Bhandari, in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, be and is hereby appointed as  Director of the Company. 

 

     RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all the acts, deeds and  things as may be required in this regard to give effect to this resolution.”

 

 

 Place:     Jaipur                                                                                     By order of the Board

 Date :     13.08.2015

                                                                                                                   CS Gajanand Gupta

                                                                                                                   Finance Controller & 

                                                                                                                   Company Secretary

 

 

 

 

NOTES :

 

1. AN EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013 IN RELATION TO THE SPECIAL BUSINESS OF THE MEETING IS ANNEXED HERETO AND FORMS PART OF THIS NOTICE.

 

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING A PROXY MUST BE DEPOSITED AT THE COMPANY'S REGISTERED   OFFICE NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING

 

A person can act as a proxy on behalf of not more than 50(fifty) members and holding in aggregate not more than 10(ten) percent of total share capital of the company. A member holding  more than 10(ten) percent of the total share capital of the company may appoint a single person as proxy and such person shall not act as proxy for any other person or shareholder. A proxy form is annexed to this report.

 

3. Corporate Members intending to send their authorized representatives to attend the Meeting pursuant to Section 113 of the Companies Act, 2013 are requested to send to the Company, a certified copy of the relevant Board Resolution together with their respective specimen signatures authorizing their representative(s) to attend and vote on their behalf at the Meeting.

 

4. Members are requested to bring their attendance slips duly completed and signed mentioning therein details of their DP ID and Client ID/ Folio No.

 

5. Members desirous of getting any information on the accounts or operations of the company are requested to write to the Company at least seven days before the date of meeting to enable the company to furnish the required information at the meeting.

 

6. The Register of Members and Share Transfer Books will remain closed from 25^th day of September, 2015 to 30^th day of September, 2015 (both days inclusive).

 

8.    Shareholders are requested to please bring their attendance slips together with their copies of annual report at the meeting.

 

9.    Information of Director seeking appointment at the forth coming Annual General Meeting pursuant to Clause 49 of  the Listing Agreement are as under :-

 

Name of Director	Date of Birth	Date of original appointment	Expertise in specific functional areas	Qualification	Directorship in other Public Limited Companies incorporated in India	Other information	Remarks
Sh. Rajiv Baid	17.10.1961	01.08.1997	Marketing & Sales management	B.Com	__	Presently designated as Executive Director & CFO  Relative of CA L.C. Baid, Managing director	Retires by rotation at the forthcoming Annual General Meeting & being eligible offers himself for re-appointment.
Shri Kishore Chand Bhandari	14.08.1946	Seeking appointment in ensuing AGM	25 Years in Business	B. Com.	--	--	Received candidature for appointment as Non- Executive Director at the ensuing Annual General Meeting.

 

10.  The Notice of the AGM along with the Annual Report 2014-15 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories, unless any Member has requested for a physical copy of the same. For Members who have not registered their e-mail addresses, physical copies are being sent by the permitted mode.

 

11.  All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection at the Registered Office of the Company during normal business hours (10.00 am to 5.00 pm) on all working days except Saturdays, up to and including the date of the Annual General Meeting of the Company.

 

12.   For shares in physical form, shareholders can register their e-mail address with the Company at polycon@polycon.in  mentioning their name(s) and folio no(s). 

 

 

 13. In case of Joint Holders attending the meeting, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote.

 

 14. In compliance with provisions of Section 108 of the Companies Act, 2013 and Rules of the Companies (Management and Administration) Rules, 2014 and Clause 35B of the Listing Agreement,  the Company is pleased to provide its members the facility to exercise their right to vote at the 24^th Annual General Meeting (AGM) by  remote e-voting  and  all the businesses may be transacted through remote e-Voting Services provided by Central Depository Services (India) Limited. (CDSL)

 

15. Mr. B K Sharma, Practicing Company Secretaries (Membership No. FCS-6206), has been appointed as the Scrutinizer to scrutinize the voting at AGM and remote e-voting process in a fair and transparent manner.

 

16. The facility for voting through Ballot/polling paper shall also be made available at the meeting and Members attending the meeting who have not already cast their vote by remote e-voting shall be able to exercise their right at the meeting.

 

17. The Members who have cast their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again.

 

18. The instructions for Members for voting electronically are as under:-

The voting period begins on September 26, 2015 at 10.00 A.M. and ends on September 29, 2015 by 5.00 P.M. During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of September 24, 2015, may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter.

 

1. The shareholders should log on to the e-voting website www.evotingindia.com.
2. Click on Shareholders.
3. Now Enter your User ID

 

              a.    For CDSL: 16 digits beneficiary ID,

2. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
3. Members holding shares in Physical Form should enter Folio Number registered with the Company.
4. Next enter the Image Verification as displayed and Click on Login.
5. 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.
6. 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.
Dividend Bank Details  OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. If both 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 (v).

7. After entering these details appropriately, click on “SUBMIT” tab.
8. 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.
9. For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
10. Click on the EVSN for the relevant <Company Name> on which you choose to vote.
11. 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.
12. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
13. 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.
14. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
15. You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
16. If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

 

17. 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.evoting@cdslindia.com.
•   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 linked in the login should be mailed to helpdesk.evoting@cdslindia.com 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.

 

18. 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 helpdesk.evoting@cdslindia.com.

 

19. The voting rights of Members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of September 24, 2015.

 

20. The Scrutinizer, after scrutinizing the votes cast at the meeting and through remote e-voting, will, not later than two days of conclusion of the Meeting, make a consolidated scrutinizer’s report and submit the same to the Chairman. The results declared along with the consolidated scrutinizer’s report shall be placed on the website of the Company www.polyconltd.com The results shall simultaneously be communicated to the Stock Exchanges.

 

21.  Any Member(s) who require any special assistance of any kind at the venue of the Twenty Fourth AGM are requested to send details of their special needs in writing to the Company email Id- guptag@polycon.in  at least three days before the date of the AGM.

 

  

 

 

ANNEXURE TO NOTICE

 

    Explanatory Statement under Section 102 of the Companies Act, 2013

 

     ITEM NO.4

 

The company has received a notice in writing from a member along with the deposit of requisite amount under section 160 of the act, proposing the candidature of Shri Kishore Chand Bhandari for the office of Director of the Company.  Shri K.C. Bhandari is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his  consent to act as a Director.

 

Shri K C Bhandari is Bachelor of Commerce and having experience of more than 25 years in business and manufacturing unit.

 

The matter regarding appointment of Shri K.C. Bhandari as  Non-executive Non-independent Director was placed before the Remuneration Committee, which recommended his appointment as Director Of the Company. 

 

In compliance with the provisions of section 160, 152 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, his appointment as Director is now being placed before the Members in General Meeting for their approval.

 

None of the Directors/Key Managerial Personnel of the Company/ their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 4 of the Notice.

 

    The Board recommends the resolution at Item No. 4 for your approval as an Ordinary Resolution.

 

 

 

 

 

                                                                                                           By order of the Board

Date :     13.08.2015

                                                                                                                             

Registered Office :-                                                                               CS Gajanand Gupta

Rotary Bhawan, Church Road,                                                            Finance Controller &

M.I. Road, Jaipur-302 001                                                                    Company Secretary