TI.NOTICE. 01.04.10
Contents
1. by the Scrutinizer 28 06 2014 Date of declaration of the results by the Chairman and the results to 30 06 2014 be informed to the Stock Exchanges Thanking you Yours faithfully RF LIMITED Ww wo COMPANY SECRETARY oy2. Exchanges where the Company s shares are listed The results of the postal ballot shall also be announced through newspaper advertisement The resolutions if approved will be taken as passed effectively on the date of declaration of results The members are requested to consider and if thought fit to pass the following Resolutions as Special Resolution 1 To consider and if thought fit to pass with or without modification the following resolution as a Special Resolution RESOLVED THAT in supersession of the Ordinary resolution passed by the members in the Annual General Meeting of the Company held on 07 02 2013 in terms of provisions of Section 293 1 d of the Companies Act 1956 the consent of the Company be and is hereby accorded pursuant to the provisions of Section 180 1 c and all other applicable provisions if any of the Companies Act 2013 to the Board of Directors to borrow excluding temporary loans obtained from the Banks in the ordinary course of business for the purpose of the business of the Company such sum s of money in foreign currency or Indian rupee from time to time with or without security on such terms and conditions as the Board of Directors may deem fit notwithstanding that the money or monies to be borrowed by the Company together with the money already borrowed and remaining outstanding at any time may exceed the aggregate of the paid up capital and free reserves of the Company provided however that the mon
3. MRE UMED Registered Office 114 Greams Road Chennai 600006 Tel 044 28292777 Fax 91 44 28295087 Email mrfshare mrfmail com CIN L25111TN1960PLC004306 Website www mrftyres com NOTICE OF THE POSTAL BALLOT PURSUANT TO SECTION 110 OF THE COMPANIES ACT 2013 To The Members of MRF Limited NOTICE is hereby given pursuant to Section 110 of the Companies Act 2013 read with Rule 22 of the Companies Management and Administra tion Rules 2014 including any statutory modification or re enactment thereof for the time being in force that the resolutions appended below are proposed to be passed through postal ballot The explanatory statement pursuant to Section 102 of the Companies Act 2013 pertaining to the resolutions setting out the material facts and the reasons thereof is annexed hereto along with the postal ballot form for your consideration The Board vide its Resolution passed on 22 04 2014 appointed Mr N C Sarabeswaran Chartered Accountant as Scrutinizer for conducting the Postal Ballot physical and e voting process in accordance with law and in a fair and transparent manner Further the Company in compliance with the provisions of Section 108 of the Companies Act 2013 and Companies Management and Admin istration Rules 2014 is pleased to provide the members with the facility to exercise their right to vote on the matter included in the postal ballot by electronic means ie through e voting services provided by Nationa
4. deposits in a limited way from its shareholders employees and other sections of public as permissible under the provisions of Companies Act 1956 read with the corresponding Companies Acceptance of Deposits Rules 1975 earlier in force However with the commencement of Companies Act 2013 the 2013 Act deposits are now governed by the provisions of Sections 73 to 76 of the Companies Act 2013 read with Companies Acceptance of deposits Rules 2014 and approval of shareholders is therefore required for inviting accepting renewing deposits Under Rule 3 4 of the Companies Acceptance of Deposits Rules 2014 an eligible Company shall accept or renew deposits a From its members not exceeding 10 of the aggregate of the paid up share capital and free reserves of the Company b Other deposits not exceeding 25 of the aggregate of the paid up share capital and free reserves of the Company The members may kindly note that under the provisions of the 2013 Act any Company inviting accepting renewing deposits is required to obtain credit rating from a recognised credit rating agency and deposit insurance towards deposits as may be accepted by it The Company upon obtaining approval of the shareholders will proceed to comply with the requirements stipulated under Section 73 and 76 of the Companies Act 2013 read with the Companies Acceptance of Deposits Rules 2014 before inviting accepting renewing deposits The Board of Directors of you
5. e mail id in the user profile details which may be used for sending communication s regarding NSDL e voting system in future 2 The e voting period commences on 27 05 2014 09 00 am and ends on 26 06 2014 05 30 pm During this period shareholders of the company holding shares either in physical form or in dematerialised form as on the cut off date ie 16 05 2014 may cast their vote electronically The e voting module shall be disabled by NSDL for voting thereafter Once the vote on a resolution is cast by the shareholder the shareholder shall not be allowed to modify it subsequently MRF Limited Regd Office 114 Greams Road Chennai 600 006 Email mrfshare mrfmail com Tel 044 28292777 Fax 91 44 28295087 CIN L25111TN1960PLC004306 Website www mrftyres com Date on which consent is given by the Scrutinizer to act as Scrutinizer 21 04 2014 Date of approval of the Board of Directors for seeking approval 22 04 2014 Date of appointment of the Scrutinizer 22 04 2014 Date of completion of despatch of notice along with Postal Ballot Form 26 05 2014 Publication of notice in English amp vernacular newspaper for completion of despatch of postal ballot notice along with form ee start date 27 05 2014 27 05 2014 zx Last date for receiving of postal ballot forms by the scrutinizer 26 06 2014 gt Date of submission of report of the postal ballot
6. ey or monies to be borrowed by the Company together with the money already borrowed shall not at any time exceed Rs 4000 crore Rupees Four thousand crore only 2 To consider and if thought fit to pass with or without modification the following resolution as a Special Resolution RESOLVED THAT in supersession of the Ordinary resolution passed by the members in the Annual General Meeting of the Company held on 07 02 2013 in terms of provisions of Section 293 1 a of the Companies Act 1956 the consent of the Company be and is hereby accorded pursuant to the provisions of Section 180 1 a and all other applicable provisions if any of the Companies Act 2013 to the Board of Directors of the Company hereinafter referred to as the Board which expression shall also include a committee thereof to create such mortgages charges hypothecation in addition to the mortgages charges hypothecation created to be created by the Company or executing a declaration of a trust or other appropriate document on such terms and conditions as the Board may think fit on the whole or substantially the whole of the Company s undertakings or any part thereof including the present and future properties whether movable or immovable and assets of all kinds of the Company both present and future to or in favour of Financial institution s bank s and or any other person or entity and or the agents or trustees of the debenture holders to secure the borrow
7. he Companies Acceptance of Deposits Rules 2014 RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board of Directors be and is hereby authorised to do such acts deeds things and matters as the Board of Directors may in its absolute discretion consider necessary or appropriate for such invitation acceptance renewal of Deposits by the Company By Order of the Board Chennai RAVI MANNATH 22 04 2014 Company Secretary Annexure to the Notice The Explanatory Statement as required under Section 102 of the Companies Act 2013 Item No 1 amp 2 The Members of the Company at the Annual General Meeting of the Company held on 07 02 2013 approved by way of an Ordinary resolution under Section 293 1 d of the Companies Act 1956 to borrow any sums in excess of the limits specified under the Section upto an amount not exceeding Rs 4000 crore Rupees Four thousand crore only Further consent was also accorded at the Annual General Meeting of the Company held on 07 02 2013 by way of an Ordinary Resolution for creation of mortgage charges hypothecation or otherwise in terms of Section 293 1 a of the Companies Act 1956 its movable and or immovable properties the whole or substantially the whole of the undertaking s or any other assets of the Company both present and future in favour of the financial institutions Banks other lender s Trustees for a sum not exceeding Rs 4000 Crore Rupees Four thousand Crore on
8. ies Act 2013 for providing security in con nection with the borrowings of the Company Special Resolution for Acceptance of Deposits from members and or public under Section 73 and 76 of the Companies Act 2013 Place Date Signature of the Sole First Joint Member s ELECTRONIC VOTING PARTICULARS EVEN E Voting Event Number USER ID PASSWORD PIN Please read the instructions mentioned overleaf carefully before exercising the vote INSTRUCTIONS Member s can opt for only one mode for voting i e either by Physical Ballot or e voting In case you are opting for e voting then do not vote by Physical Ballot and vice versa However in case member s cast their vote both by Physical Ballot and e voting then voting done through Physical Ballot shall prevail and voting done by e voting will be treated as invalid The Notice will be sent to all the Members whose names appear on the Register of Members and list of Beneficial Owners as received from National Securities Depository Ltd NSDL Central Depository Services India Ltd CDSL on Friday 16 May 2014 The voting rights shall be reckoned in proportion to the paid up equity share capital held by the Member as on 16 05 2014 Electronic copy of the Postal Ballot Notice inter alia indicating the process and manner of e voting along with Postal Ballot Form is being sent to all the members whose email ID is registered with the Company Depository Participant for com
9. ings availed to be availed by the Company and or its Subsidiary Companies by way of loan in foreign currency and or Indian Rupee and or securities comprising fully partly convertible debentures and or non convertible debentures or other instruments issued to be issued by the Company and or its subsidiary Companies from time to time for an amount not exceeding Rs 4000 crore Rupees Four thousand crore only together with interest costs charges expenses remuneration of trustees and all other monies payable RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to finalise and execute the documents between the Company on the one part and the Financial institution s Banks and or individuals Institutions who may be appointed as the agents trustees for the debenture holders on the other part 3 To consider and if thought fit to pass with or without modification the following resolution as a Special Resolution RESOLVED THAT pursuant to the provisions of Section 73 and Section 76 of the Companies Act 2013 read with the Companies Acceptance of Deposits Rules 2014 and other applicable provisions if any and subject to such conditions approvals permissions as may be necessary consent of the members of the Company be and is hereby accorded to invite accept renew from time to time unsecured secured deposits from public and or members of the Company upto permissible limits as prescribed under Rule 3 4 of t
10. l Securities Depository Limited NSDL The e voting period commences on 27 05 2014 09 00 am and ends on 26 06 2014 05 30 pm Please read carefully and follow the instructions on e voting as printed in this Notice However those members who do not have access to e voting facility can send their assent or dissent in writing on the postal ballot form attached herewith Members are requested to carefully read the instructions printed on the postal ballot form and return the form duly completed and signed in the attached self addressed business reply envelope so as to reach the Scrutiniser before the close of working hours 05 30 p m on the 26 day of June 2014 Please note that any postal ballot form s received after the said date will be treated as not having been received The Scrutiniser will be submitting his report to the Chairman amp Managing Director or in his absence any person authorised by him after the completion of the scrutiny of the postal ballots physical and e voting The results will be announced by the Chairman amp Managing Director of the Company or in his absence any person authorised by him on the 30 day of June 2014 at 03 00 p m at the Registered Office of the Company at 114 Greams Road Chennai 600006 The results of the Postal Ballot will also be displayed at the said office and posted on the Company s website www mrftyres com amp NSDL e voting website www evoting nsdl com besides communicating to the Stock
11. l ballot forms should reach the Scrutinizer before the close of working hours 05 30 p m on 26 June 2014 Postal Ballot Form s received after this date will be strictly treated as if the reply from such member has not been received 10 Votes in a postal ballot cannot be exercised by a proxy PROCESS AND MANNER FOR MEMBERS OPTING FOR E VOTING 1 The Company also offers e Voting facility Please see the instructions below for details a Incase of Members receiving e mail from NSDL i Open e mail and then open PDF file viz MRF Limited e Voting pdf with your Client ID or Folio No as password The said PDF file contains the 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 in the address bar www evoting nsdl com iii Click on Shareholder Login iv Enter User ID and password as initial password noted in step i above Click Login v Password change menu appears Change the password with new password of your choice with minimum 8 digits characters or combination thereof Note the new password It is strongly recommended not to share the password with any other person and take utmost care to keep the password confidential vi Home page of e Voting opens Click on e Voting icon and select Active E voting Cycles vii Select EVEN of MRF Limited viii Now you are ready for e Voting a
12. ly However as per the provisions of Section 180 1 c and Section 180 1 a of the Companies Act 2013 notified effective from 12th September 2013 and based on the clarifications issued by Ministry of Corporate Affairs MCA the Board of Directors shall not borrow any sums of money in excess of the limits specified and or creation of security on assets of the Company except with the consent of the members accorded by way of a Special Resolution Hence the resolution s passed under Section 293 of the Companies Act 1956 prior to 12 09 2013 with reference to the borrowings and or creation of security on assets of the Company will require fresh consent of members by way of a Special Resolution It is therefore necessary for the Company to obtain Members approval by way of special resolution s under Section 180 1 c and Section 180 1 a of the Companies Act 2013 as set out in item No 1 amp 2 of the Notice of Postal Ballot The Board of Directors of your Company has approved this item in the Board Meeting held on 22nd April 2014 and recommends the Resolution as set out in the accompanying Notice for the approval of members of the Company as Special Resolution None of the Directors or Key Managerial Personnel of the Company or their relatives is concerned or interested in the Resolution except to the extent of their shareholding in the Company if any Item No 3 The members are hereby apprised that the Company had been accepting
13. munication purpose unless any member has requested for a hard copy of the same Members who have received postal ballot notice by e mail and who wish to vote through physical postal ballot form can download postal ballot form from www mrftyres com or seek duplicate postal ballot form For members who have not registered their e mail address physical copy of the Notice of the postal ballot inter alia indicating the process and manner of e voting along with Postal Ballot Form is being sent in the permitted mode PROCESS AND MANNER FOR MEMBERS OPTING FOR PHYSICAL VOTING 1 Amember desiring to exercise his her vote by Postal Ballot may complete this postal ballot form and send it to the Scrutinizer in the enclosed self addressed business reply envelope before the close of working hours 5 30p m on or before 26 June 2014 Postage will be borne by the Company However envelopes containing postal ballots if deposited in person or sent by courier registered post at the expense of the member will also be accepted 2 The self addressed business reply envelope is addressed to the Scrutinizer appointed by the Board of the Company 3 The members are requested to exercise their voting rights by using the attached Postal Ballot Form only No other Form or photo copy of the form is permitted A member may request for a duplicate postal ballot form if so required However the duly filled in duplicate postal ballot form should reach the scrutinizer not later than
14. r Company recommend the resolution as set out in the accompanying notice for the approval of the members of the Company None of the Directors or Key Managerial Personnel of the Company or their relatives is concerned or interested in the Resolution except to the extent of their deposit holding and or their shareholding in the Company if any By Order of the Board Chennai RAVI MANNATH 22 04 2014 Company Secretary Registered Office 114 Greams Road Chennai 600006 Tel 044 28292777 Fax 91 44 28295087 Email mrfshare mrfmail com CIN L25111TN1960PLC004306 Website www mrftyres com POSTAL BALLOT FORM SI No 1 Name and Registered address of the sole first named member 2 Name s of the Joint holder s if any 3 Registered Folio No DP ID Client ID Applicable to members holding Shares in dematerialised form A No of Shares held I We hereby exercise my our vote s in respect of the Special Resolutions to be passed through Postal Ballot e voting for the business stated in the Notice of the Company dated 22 April 2014 by conveying my our assent or dissent to the said Resolutions by placing tick W mark at the appropriate box below I We assent to the Resolution I We dissent to the Resolution FOR AGAINST Description No of shares Special Resolution under Section 180 1 c of the Companies Act 2013 for approving the limits on borrowings Special Resolution under Section 180 1 a of the Compan
15. s 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 the member has voted on the resolution such member will not be allowed to modify their vote xii Institutional members i e other than individuals HUF NRI etc are required to send scanned copy PDF JPG Format of the relevant Board Resolution Authorisation letter etc together with attested specimen signature of the duly authorized signatory ies who are authorized to vote to the Scrutinizer through e mail jandsca gmail com with a copy marked to evoting nsdl co in amp mrfshare mrfmail com b Incase of members receiving Postal Ballot Form by post i Initial password is provided below the Postal Ballot Form Please check in the Postal Ballot Form ii Please follow all steps from SI No ii to SI No xii of item No 1 a above to cast vote c Incase of any queries members may refer to the Frequently Asked Questions FAQs for Members and e voting user manual for Members available at the Download section of www evoting nsdl com or contact NSDL at the following Telephone No 022 24994600 d If members are already registered with NSDL for e voting then they can use their existing user ID and password for casting the vote e Members can also update their mobile number and
16. the date specified in SI No 1 above 4 This Postal ballot form should be completed and signed by the member or members 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 5 Incomplete unsigned and incorrect postal ballot form will be rejected The scrutinizer s decision on the validity of the postal ballot shall be final and binding 6 Incase the shares held by bodies corporate trusts etc the duly completed postal ballot form should be accompanied by a certified true copy of the Board Resolution Authorisation together with the attested specimen signature of the Authorised signatories 7 Members are requested not to send any other paper other than Board Resolution Authorisation as mentioned in the SI No 6 above along with the postal ballot form in the enclosed self addressed business reply envelope addressed to the scrutinizer lf any extraneous paper is found in such envelope it would be destroyed by the scrutinizer 8 In case holders of Power of Attorney sign the postal ballot form reference of Power of Attorney registration by the Company should be mentioned in the postal ballot form If the Power of Attorney has not been registered with the Company the holders should enclose a certified copy of the Power of Attorney with the postal ballot 9 Duly completed posta
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