Notice of Postal Ballot.
Contents
1. Lox LUX INDUSTRIES LIMITED CIN L17309WB1995PLCO73053 Registered Office 39 Kali Krishna Tagore Street Kolkata 700007 Email investors luxinnerwear com Website www luxinnerwear com Phone 033 40402121 Fax 033 40012001 NOTICE OF POSTAL BALLOT Pursuant to Section 110 of the Companies Act 2013 read with Rule 22 of the Companies Management and Administration Rules 2014 Dear Shareholder s NOTICE is hereby given that pursuant to the provisions of Section 110 of the Companies Act 2013 hereinafter referred as the Act read with Rule 22 of the Companies Management and Administration Rules 2014 hereinafter referred as the Rules and relevant provisions of the Listing Agreement with Stock Exchanges the resolutions as set out in this notice at Item Nos 1 2 and 3 are proposed to be passed by the Postal Ballot process The statement pursuant to the provisions of Section 102 of the Companies Act 2013 pertaining to the proposed resolutions setting out the material facts concerning below items and reasons thereof along with the Postal Ballot Form and self addressed business reply envelope are enclosed hereto for your consideration The Board of Directors of the Company has appointed CS Mohan Ram Goenka Partner MR amp Associates Company Secretaries Kolkata as Scrutinizer for conducting the Postal Ballot process including e voting process in a fair and transparent manner The Company is pl2. 11 The number of shares in respect of which votes are cast should be mentioned in the column in the absence of which all the votes shall be deemed to have been cast as per the tick mark placed by the member in the respective column 12 Members are requested not to send any other paper along with the Postal Ballot Form in as much as all such envelopes will be sent to the Scrutinizer and any extraneous paper found in such envelope would be destroyed by the Scrutinizer 13 Duly completed Postal Ballot Form should reach the Scrutinizer not Jater than the close of working hours on Thursday the 05t day of March 2015 6 00 p m Postal Ballot Form received after this time and date will be strictly treated as if reply from such Member has not been received and the same will not be considered for the purpose of postal ballot LUX INDUSTRIES LTD ata 700 091 India P 91 33 4040 2121 F 91 33 4001 2001 E info luxinnerwear com A PS Srijan Tech Park 10th Floor DN 52 Sector V Saltlake Kolk ii P 91 33 2259 8155 Website www luxinnerwear com CIN L17309WB1995PLC073053 Regd Office 39 Kali Krishna Tagore Street Kolkata 700 007 India
3. 91 33 2259 8155 Website www luxinnerwear com CIN N 117309WB1995PLC073053 i Initial password is provided in the Postal Ballot Form ii Please follow steps as mentioned at SI No ii to Sl No xii above to cast your vote l 2 In case of any queries you may refer the Frequently Asked Questions FAQs for Shareholders and e voting user manual for Shareholders available at the downloads section of www evoting karvy com 3 If you are already registered with Karvy Computershare Private Limited for e voting then you can use your existing user ID and password for casting your vote 4 You can also update your mobile number and e mail id in the user profile details of the folio which may be used for sending future communication s 5 The e voting period commences on Wednesday the 04t day of February 2015 9 00 a m and ends on Thursday the 05 day of March 2015 6 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 record date ie Friday the 30th day of January 2015 may cast their vote electronically The e voting module shall be disabled by Karvy Computershare Private Limited for voting thereafter Once the vote on a resolution is cast by the shareholder the shareholder shall not be allowed to change it subsequently 6 The voting rights of shareholders shall be in proportion to their shares
4. of the paid up equity share capital of the Company as on the cut off date record date of Friday the 30 day of January 2015 7 CS Mohan Ram Goenka Partner MR amp Associates Company Secretaries Kolkata has been appointed as the Scrutinizer to scrutinize the e voting process in a fair and transparent manner 8 Members who do not have any access to e voting can seek a physical Postal Ballot Form from the Registrar amp Share Transfer Agent of the Company Karvy Computershare Private Limited Karvy House 46 avenue 4 Street No 1 Banjara Hills Hyderabad 500034 fill in the details and send the same to the Scrutinizer LUX INDUSTRIES LTD PS Srijan Tech Park 10th Floor DN 52 Sector yN Saltlake Kolkata 700 091 091 India P 91 33 4040 2121 F 91 33 4001 2001 E info luxinnerwear com Regd Office 39 Kali Krishna Tagore Street Kolkata 700 007 India P 91 33 2259 8155 Website www luxinnerwear com CIN L17309WB1995PLC073053 INSTRUCTIONS FOR VOTING IN PHYSICAL FORM 1 Voting rights shall be reckoned on the paid up value of the shares registered in the name of the Members as on cut off date i e Friday the 30 day of January 2015 2 A member need not use all his her votes in the same manner 3 The Scrutinizer s decision on the validity of Postal Ballot will be final and binding 4 A Member desiring to exercise vote by Postal Ballot should complete this Postal Ballot Form and
5. send it to the Scrutinizer in the attached self addressed Business Reply envelope Since postage is already paid by the Company the members need not affix the postage stamp However envelope containing Postal Ballot Form if sent by courier or hand delivered at the expense of the Member will also be accepted The self addressed Business Reply envelope bears the name and postal address of the Scrutinizer appointed by the Board of Directors of the Company 5 This form should be completed and signed by the Member In case of joint holding this form should be completed and signed as per the specimen signature registered with the Company Depository Participant by the first named Member and in his her absence by the next named Member 6 Voting through Postal ballot cannot be exercised by proxies 7 Incomplete unsigned or incorrectly ticked Postal Ballot Forms will be rejected 8 Members are requested to fill the Postal Ballot Form in indelible ink and avoid filling it by using erasable writing medium s like pencil 9 There will be one Postal Ballot Form for every Folio Client ID irrespective of the number of joint holder s 10 In respect of shares held by corporate and institutional members companies trusts societies etc the duly completed Postal Ballot Form should be accompanied by a certified true copy of Board Resolution appropriate authorization with the specimen signature s of the authorized signatory ies duly attested
6. strongly recommended not to share your password with any other person and take utmost care to keep your password confidential vi Home page of e voting opens Click on e Voting Active Voting Cycles vii Select EVEN of Lux Industries Limited viii Now you are ready for e voting as Cast Vote page opens ix Cast your vote by selecting appropriate option and click on Submit and also Confirm when prompted x Upon confirmation the message Vote cast successfully will be displayed xi Once you have voted on the resolution you will not be allowed to modify your vote xii Corporate Institutional shareholders i e other than individuals HUF NRI etc are required to send scanned copy PDF JPEG Format of the relevant Board Resolution Authority letter etc together with attested specimen signature of the duly authorized signatory ies who are authorized to vote to the Scrutinizer through e mail to investors luxinnerwear com with a copy marked to www evoting karvy com B Incase a Member receives physical copy of the Notice of Postal Ballot for members whose email IDs are not registered with the Company Depository Participants s or requesting physical copy LUX INDUSTRIES LTD PS Srijan Tech Park 10th Floor DN 52 Sector V Saltlake Kolkata 700 091 India P 91 33 4040 2121 F 91 33 4001 2001 EL info luxinnerwear com Regd Office 39 Kali Krishna Tagore Street Kolkata 700 007 India P
7. 2013 as may be applicable within 20 years from the date of their allotment as may be decided by the Board of Directors of the Company vi Any Part redemption of RPS Series will be permissible as may be approved by the Board of Directors of the Company vii Any other condition to be added or modified from time to time as may be approved by the Board of Directors of the Company for compliance of all statutory guidelines and provisions or as may be deemed fit in the interest of the Company RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution Mr Ashok Kumar Todi Chairman or Mr Pradip Kumar Todi Managing Director be and is hereby authorized to take such actions and to give all such directions or to do all such acts deeds matters and things as may be necessary or desirable and to settle any questions or difficulty that may arise ill regard to the issue of redeemable non convertible preference shares on preferential basis and further to do all such acts deeds matters or otherwise consider it to be in the best interest of the Company By order of the Board of Directors Place Kolkata Vinod Agrawal Date 19th January 2015 Vice President amp Company Secretary Registered Office 39 Kali Krishna Tagore Street Kolkata 700 007 Corporate Office DN 52 Sector V 10th Floor Salt Lake City Kolkata 700 091 STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT 2013 I
8. Chitragupta Sales amp Service Pvt Ltd 4 Hollyfield Traders Pvt Ltd need to be converted into share capital and board has accordingly proposed to issue Non Convertible Redeemable Preference Shares 1 Biswanath Hosiery Mills Limited 2 Rotex Intertrade Pvt Ltd 3 Chitragupta Sales amp Service Pvt Ltd 4 Hollyfield Traders Pvt Ltd have agreed to convert their Loan Amount as mentioned hereinbelow into redeemable non convertible preference shares Name of Promoter Group Companies Amount Biswanath Hosiery Mills Limited 15 00 00 000 00 Chitragupta Sales amp Service Pvt Ltd 15 00 00 000 00 Hollyfield Traders Pvt Ltd 11 00 00 000 00 Pursuant to the provisions of Section 55 and 62 of Companies Act 2013 and as per relevant provisions of the Articles of Association of the Company any increase in the issued capital of the Company by allotment of further securities requires approval of members in General Meeting by way of Special Resolution Tse i co zs td As the securities proposed to be issued by this resolution are Redeemable Non convertible preference shares the provisions of SEBI Issue of Capital and Disclosure Requirements Regulations 2009 I CDR Regulations are not applicable Further as a result of proposed allotment of Redeemable Non convertible preference shares there will not be any change in management control of the Company By order of the Board of Directors Place Kolkata Vinod Agrawal Date 19th
9. January 2015 Vice President amp Company Secretary Registered Office 39 Kali Krishna Tagore Street Kolkata 700 007 Corporate Office DN 52 Sector V 10th Floor Salt Lake City Kolkata 700 091 INSTRUCTIONS FOR E VOTING 1 In compliance with provisions of Section 108 of the Companies Act 2013 and Rule 20 of the Companies Management and Administration Rules 2014 the Company is pleased to provide Members facility to exercise their right to vote by electronic means and the business may be transacted through e Voting services provided by Karvy Computershare Private Limited The instructions for e voting are as under A Incase a Member receives an email from Karvy Computershare Private Limited for members whose email IDs are registered with the Company Depository Participants s i Open email and open PDF file viz Lux Industries Limited pdf with your Client ID or Folio No as password The said PDF file contains your user ID and password for e voting Please note that the password is an initial password ii Launch internet browser by typing the following URL https www evoting karvy com iii Click on Shareholder Login iv Put user ID and password as initial password PIN noted in step i above Click Login v Password change menu appears Change the password PIN with new password of your choice with minimum 8 digits characters or combination thereof Note new password It is
10. Private Limited for voting thereafter Once the vote on a resolution is cast by the shareholder the shareholder shall not be allowed to change it subsequently The Notice is being sent to all Members whose names appear in the Register of Members List of Beneficial Owners as received from Karvy Computershare Private Limited as on the cut off date Record date being Friday the 30th day of January 2015 Members who have registered their e mail IDs with their Depository Participants are being sent Notice of Postal Ballot by e mail and Members who have not registered their e mail IDs will receive Notice of Postal Ballot along with Postal Ballot Form through post The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut off date record date being Friday the 30th day of January 2015 The shareholders opting to vote through physical Postal Ballot Form are requested to carefully read the instructions printed overleaf the Postal Ballot Form and return the Form duly completed in all respects in the enclosed self addressed business reply envelope so as to reach the Scrutinizer on or before the close of working hours on Thursday the 05th day of March 2015 6 00 p m It is further brought to your notice that as per provisions of the Rule 22 12 of the said Rules postal ballots giving consent or dissent received after thirty days from the date of dispatch of this notice bein
11. TEM NO 1 The Board of Directors has proposed to reclassify the shares into Equity and Non Convertible Redeemable Preference Shares and consequent increase in the Authorised capital by virtue of reclassification of balance existing equity shares into Non Convertible Redeemable Preference Shares and creation of further new Non Convertible Redeemable Preference Shares of Rs 100 per share The above have been proposed in order to meet the financial requirements of the Company The proposed Resolution requires your approval in General Meeting hence the Board of Directors recommends the above matter to be passed through Special Resolution A copy of Memorandum of Association of the Company alongwith proposed changes will be made available for inspection for the members at the Registered Office of the Company during the office hours on all working days between 11 00 a m to 1 00 p m upto Thursday the 05th day of March 2015 The Board recommends the resolution as set out at Item No 1 of the Notice for your approval 4 LUX INDUSTRIES LIMITED None of the Directors Key Managerial Personnel of your Company or relatives of Directors Key Managerial Personnel are concerned or interested in the said resolution ITEM NO 2 Considering the growth of the Company and it is proposed to alter the Memorandum of Association of the Company so that the Company could alter the Clause V with respect to reclassify and consequent increase in the Authorised capit
12. al by virtue of reclassification of balance existing equity shares into Non Convertible Redeemable Preference Shares and creation of further new Non Convertible Redeemable Preference Shares of Rs 100 per share The above have been proposed in order to meet the financial requirements of the Company The proposed reclassification and increased thereof require the approvals of the member in the general meeting Consequent to the increased in Authorised Share Capital it is proposed to make appropriate alteration in the Clause V of Memorandum of Association to reflect the changes in Authorised Share Capital of the Company The Board recommends the resolution as set out at Item No 2 of the Notice for your approval None of the Directors Key Managerial Personnel of your Company or relatives of Directors Key Managerial Personnel are concerned or interested in the said resolution ITEM NO 3 The Board of Directors of the Company on January 19 2015 has approved the issue of 56 00 000 Fifty Six Lacs Redeemable Non convertible preference shares of the Company of the face value of Rs 100 each fully paid up aggregating to Rs 56 00 00 000 by converting unsecured loan of promoter group companies on the terms and conditions as given in the resolution As per terms of sanction of financial assistance by State Bank of India following unsecured loans of promoters group companies namely 1 Biswanath Hosiery Mills Limited 2 Rotex Intertrade Pvt Ltd 3
13. eased to provide Electronic Voting hereinafter referred as e voting facility to its Members as an alternative mode to cast their votes electronically instead of dispatching the physical Postal Ballot Form through post The Company has engaged services of Karvy Computershare Private Limited the Registrar amp Share Transfer Agent RTA of the Company to provide e voting facility to its members It may be noted that e voting is optional In case a member votes through e voting facility he she is not required to send physical Postal Ballot Form and vice versa In case a member casts his vote through e voting and physical Postal Ballot Form both the vote cast through e voting facility shall only be considered and the voting through physical Postal Ballot Form will not be considered by the Scrutinizer The e voting facility is available at the link https evoting karvy com Please refer the instructions for e voting given along with this Notice for the process and manner in which e voting can be carried out The e voting period commences on the Wednesday the 04th day of February 2015 9 00 a m and ends on Thursday the 05th day of March 2015 6 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 record date being Friday the 30th day of January 2015 may cast their votes electronically The e voting module shall be disabled by Karvy Computershare
14. g in force read with Companies Share Capital and Debentures Rules 2014 including any statutory modifications or amendment thereto or reenactment thereof for the time being in force and the applicable clauses of the Memorandum Articles of Association of the Company and subject to the approval of the Members of the Company consent of the Board be and is hereby accorded to increase the Authorised Capital of the Company from Rs 25 00 00 000 Rupees Twenty Five Crores only divided into 2 50 00 000 Equity Shares Two Crores Fifty Lacs of Rs 10 each to Rs 65 00 00 000 Rupees Sixty Five Crores only consisting of Rs 9 00 00 000 Rupees Nine Crore divided into 90 00 000 Ninety Lacs Equity Shares of Rs 10 each and Rs 56 00 00 000 Rupees Fifty Six Crore Only divided into 56 00 000 Fifty Six Lacs Non Convertible Redeemable Preference Shares of Rs 100 each by virtue of reclassification of balance existing equity shares into Non Convertible Redeemable Preference Shares and creation of further new Non Convertible Redeemable Preference Shares of Rs 100 per share as required thereof and as stated above RESOLVED FURTHER THAT Mr Ashok Kumar Todi Chairman or Mr Pradip Kumar Todi Managing Director of the company be and are hereby authorized to do all such acts deeds matters and things as they may in their absolute discretion deem necessary to give effect to the aforesaid Resolution ITEM NO 2 To consider and if thought fit to acco
15. g last date i e Thursday the O5th day of March 2015 shall be treated as the reply from the Member has not been received The Scrutinizer will submit his report to the Chairman of the Company after completion of the scrutiny of the voting received in electronic and physical modes The result of the voting by Postal Ballot will be announced by the Chairman of the Company or by such other person as may be authorized by him on Thursday 10th day of March 2015 at 4 00 p m at the Registered Office of the Company The said results will be displayed at the Registered Office of the Company intimated to the Stock Exchanges where the equity shares of the Company are listed and placed along with the Scrutinizer s report on the Company s website viz www luxinnerwear com and KARVY s website viz https evoting karvy com 2 LUX INDUSTRIES LIMITED The Resolutions will be taken as passed effectively on the day of declaration of the results at the Registered Office of the Company if the result of Postal Ballot indicates that the requisite majority of the Members have assented to the Resolutions PROPOSED RESOLUTIONS ITEM NO 1 Re classification and consequent Increase in the Authorized Capital To consider and if thought fit to accord assent dissent to the following resolution as a Special Resolution RESOLVED THAT pursuant to the provisions of Section 13 61 64 and other applicable provisions if any or any other law for the time bein
16. privileges or conditions as may be determined by or in accordance with the Articles of Association of the Company for the time being and to vary modify or abrogate any such rights privileges or conditions in such manner as may be permitted by the Companies Act 2013 or other applicable laws or provided by the Articles of the company for the time being RESOLVED FURTHER THAT Mr Ashok Kumar Todi Chairman or Mr Pradip Kumar Todi Managing Director of the company be and are hereby authorized to do all such acts deeds matters and things as they may in their absolute discretion deem necessary to give effect to the aforesaid Resolution ITEM NO 3 To consider and if thought fit to accord assent dissent to the following resolution as a Special Resolution Issue of Non Convertible Redeemable Preference Shares in lieu of Conversion of Unsecured Loan RESOLVED THAT pursuant to the provisions of Section 55 and 62 and other applicable provisions if any or any other law for the time being in force read with Companies Share Capital and Debentures Rules 2014 including any statutory modifications or amendment thereto or reenactment thereof for the time being in force and the enabling provisions in the Memorandum and Articles of Association of the Company and Listing Agreement entered into with the Stock Exchanges where the shares LUX INDUSTRIES LIMITED 3 of the Company are listed and further subject to such approvals as may be required and s
17. rd assent dissent to the following resolution as a Special Resolution Alteration of Capital Clause contained in the Memorandum of Association due to Re classification and consequent Increase in the Authorized Capital RESOLVED THAT pursuant to the provisions of Section 13 61 and other applicable provisions if any or any other law for the time being in force read with Companies Share Capital and Debentures Rules 2014 including any statutory modifications or amendment thereto or reenactment thereof for the time being in force the consent of the Members be and is hereby accorded for substituting the existing Clause V of the Memorandum of Association of the Company with the following new clause Clause V The Authorised Share Capital of the company is Rs 65 00 00 000 Rupees Sixty Five Crores only consisting Rs 9 00 00 000 Rupees Nine Crore divided into 90 00 000 Ninety Lacs Equity Shares of Rs 10 each and Rs 56 00 00 000 Rupees Fifty Six Crore Only divided into 56 00 000 Fifty Six Lacs Non Convertible Redeemable Preference Shares of Rs 100 each with such rights privileges amp conditions attaching thereto as are provided by the regulations of the Articles of Association of the Company for the time being with power to increase and decrease the capital to the company and to divide the shares in capital for the time being into several classes and to attach thereto respectively such preferential qualified or special rights
18. ubject to such terms conditions alterations corrections changes variations and or modification s if any as may be prescribed in granting such approval and which may be agreed to by the Board of Directors or any committee which the Board of Directors may constitute to exercise one or more of its power including power conferred by this resolution consent authority and subject to the approval of the members be and is hereby accorded to the Board to offer issue and allot up to 56 00 000 Fifty Six Lacs Non Convertible Redeemable Preference Shares of Rs 100 each aggregating to Rs 56 00 00 000 Rupees Fifty Six Crore Only in lieu of conversion of outstanding unsecured loan and dues thereon given by promoter group companies as per details given in the Statement under Section 102 of the Companies Act 2013 annexed with this resolution on the terms and conditions as described herein below i The Redeemable Non Convertible Preference Shares hereinafter referred to as RPS Series I shall have a face value of Rs 100 Rupees Hundred Only each ii The RPS Series will be allotted as fully paid up Rs 100 Rupees Hundred Only per Share iii The RPS Series shall carry dividend of 0 25 iv The RPS Series shall not carry any voting rights except in accordance with the provisions of Section 47 2 of the Companies Act 2013 v The RPS Series shall be redeemed at a premium of Rs 100 as per provisions of Companies Act
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