Article contains Format of notice to issue Cumulative Convertible Preference Shares on on Private placement Basis (Preferential Allotment) and for Reclassification of the Authorized Share Capital of the Company along with format of Statement Pursuant To Section 102(1) Of The Companies Act, 2013 and Proxy Form.
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is hereby given that an Extraordinary General Meeting of the Members of XYZ PVT LTD (the “Company”) will be held on Wednesday, 26th December 2018 at 11:00 A.M. at its Registered Office at 125-C, A.J.C. bangle road, Mumbai -700020, to transact the following business:-
Item No. 1: To issue Cumulative Convertible Preference Shares
To approve the offer or invitation to subscribe to Cumulative Convertible Preference Shares on Private placement Basis and in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 55, 42, 62 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Share Capital and Debentures) Rules 2014 including any statutory modification(s) or re-enactment(s) thereof, for the time being in force and subject to the provisions of the Articles of Association of the Company, approval of the members be and is hereby accorded to the Board of Directors of the Company to offer and issue upto (total number of shares) – 10% Cumulative Convertible Preference Shares (Series – I, Preference Share Capital) (‘CCPS’) of Rs. 10 each for cash, at a premium of Rs. 40 per CCPS aggregating to Rs. (Amount of capital) (Rupees “amount in words only), in one or more tranche(s), to the New holders of Preference shares of the Company on a Private Placement Basis, on the terms and conditions given below:
- Issue price: CCPS of the face value of Rs. 10 each will be issued at a premium of Rs. 40 per CCPS.
- Rate of Dividend: The dividend rate will be 9% p.a. (on the face value) which will remain fixed over the tenure of the CCPS.
- Cumulative: The CCPS will carry the Cumulative dividend right.
- Tenure & Conversion / Redemption Terms: The amount subscribed/paid on each CCPS shall be converted into 5 (Five) Equity Shares of Rs. 10 each at of the Company,” CONVERSION RATIO” but not later than 5 years from the date of allotment of the CCPS.
- Priority with respect to payment of dividend or repayment of capital: The CCPS will carry a preferential right vis-à-vis equity shares of the Company with respect to the payment of dividend and repayment of capital during winding up.
- Participation in surplus funds/surplus assets and profits: The CCPS shall be non-participating in the surplus funds/surplus assets and profits, on winding up which may remain after the entire capital has been repaid.
- Voting rights: The CCPS shall carry voting rights as section 48 of the Companies Act, 2013.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to take all such steps as it may deem necessary, proper or expedient to give effect to this resolution.”
Item No. 2: To Reclassification of the Authorized Share Capital of the Company
To consider and if thought fit, to pass with or without modifications, the following resolution as a Special resolution:
“RESOLVED THAT in accordance with the provisions of Section 13 and Section 61 of the Companies Act, 2013 including any statutory modification or re-enactment thereof, for the time being in force (collectively, the “Act”), and subject to such approvals, consents, permissions, and sanctions, if any, required from any authorities, the authorized share capital of the Company be and is hereby altered from (Twenty-One Crores Only) Equity shares of Rs. 2/- (Rupees Two Only) each to Rs. 49,00,00,000/- Rs. 42,00,00,000/- (Rupees Forty-Two Crores Only) divided into 21,00,00,000 (Rupees Forty-Nine Crores Only) divided into 24,50,00,000 (Twenty Four Crores Fifty Lacs Only) Equity Shares of Rs.2/- (Rupees Two Only) each, 1,10,00,000 (One Crore Ten Lacs Only) Zero Percent Cumulative Convertible Preference Shares of Rs. 10/- (Rupees Ten Only) each and consequently the existing Clause V of the memorandum of association of the Company relating to share capital be and is hereby altered by deleting the same and substituting in its place and stead, the following as new Clause V:
V: “The Authorised Share Capital of the Company is Rs. 60,00,00,000/- (Rupees Sixty Crores Only) divided into 24,50,00,000 (Twenty Four Crores Fifty Lacs Only) Equity Shares of Rs.2/- (Rupees Two Only) each and 1,10,00,000 (One Crore Ten Lacs Only) Zero Percent Optionally Convertible Redeemable Preference Shares of Rs. 10/- (Rupees Ten Only) each with rights, privileges and conditions attaching thereto as are provided by the Articles of Association of the Company for the time being with power to increase and reduce the capital of the Company and to divide the shares in the capital for the time being into several classes and to attach thereto respectively such preferential, deferred, qualified or special rights, privileges or conditions as may be determined by or in accordance with 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 Act, or provided by the Articles of Association of the Company for the time being.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to take all such steps as it may deem necessary, proper or expedient to give effect to this resolution.”
By Order of the Board of Directors
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Date
Place
Registered Office:
CIN:
Website:
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NOTES:
1. A member entitled to attend and vote at the Extraordinary General Meeting (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 the proxy should, however, be deposited at the registered office of the Company before the commencement of the Meeting.
A person can act as a proxy on behalf of members holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.
2. Corporate members intending to send their authorised representative(s) to attend the Meeting are requested to send to the Company a certified true copy of the relevant Board Resolution together with the specimen signature(s) of the representative(s) authorised under the said Board Resolution to attend and vote on their behalf at the Meeting.
3. Attendance slip, proxy form MGT-11 and route map of the venue of the Meeting are annexed hereto.
4. A Statement pursuant to Section 102(1) of the Companies Act, 2013 relating to the Special Business to be transacted at the Meeting is annexed hereto.
5. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote at the Meeting.
6. Relevant documents referred to in the Notice are open for inspection by the members at the Registered Office of the Company on all working days during business hours up to the date of the Meeting. The aforesaid documents will be also available for inspection by members at the Meeting.
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STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 (‘the Act’)
The following Statement sets out all material facts relating to the Special Business mentioned in the accompanying Notice:
Item No. 1
(i) the objects of the issue;
(ii) the total number of shares or other securities to be issued;
(iii) the price or price band at/within which the allotment is proposed;
(iv) the basis on which the price has been arrived at along with report of the registered valuer;
(v) relevant date with reference to which the price has been arrived at;
(vi) the class or classes of persons to whom the allotment is proposed to be made;
(vii) the intention of promoters, directors or key managerial personnel to subscribe to the offer;
(viii) the proposed time within which the allotment shall be completed;
(ix) the names of the proposed allottees and the percentage of post preferential offer capital that may be held by them;
(x) the change in control, if any, in the company that would occur consequent to the preferential offer;
(xi) the number of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price;
(xii) the justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer.
(xiii) The pre-issue and post issue shareholding pattern of the company in the following format-
| Sr No | Category | Pre-issue | Post-issue | ||
| No of shares held | % of share holding | No of shares held | % of share holding | ||
| A | Promoters’ holding | ||||
| 1 | Indian | ||||
| Individual | |||||
| Bodies corporate | |||||
| Sub-total | |||||
| 2 | Foreign promoters | ||||
| sub-total (A) | |||||
| B | Non-promoters’ holding | ||||
Item No. 2
The authorized share capital of the Company is Rs. 42, 00, 00,000/- (Rupees Forty-Two Crores only) divided into 21, 00, 00,000(Twenty-One Crores Only) Equity shares of Rs. 2/- (Rupees Two Only) each. The resolution set out at Item No. 1 seeks to alter the capital clause of the memorandum of association of the Company by increasing the authorized share capital from Rs. 42, 00, 00,000/- (Rupees Forty-Two Crores only) divided into 21, 00, 00,000 (Twenty-One Crores Only) Equity shares of Rs. 2/- (Rupees Two Only) each to Rs. 60,00,00,000/- (Rupees Sixty Crores Only) divided into 24,50,00,000/- (Twenty Four Crores Fifty Lacs Only) Equity Shares of Rs. 2/- (Rupees Two only) each and 1,10,00,000 (One Crore Ten Lacs Only) Zero Percent Optionally Convertible Redeemable Preference Shares of Rs. 10 (Rupees Ten Only ) each.
By Order of the Board of Directors
Name
Designation
Date
Place
Registered Office:
CIN:
Website:
Email:
Tel.:
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XYZ Limited
CIN:
Registered Office:
Website: ; E-mail: ; Tel.:
PROXY FORM
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies
(Management and Administration) Rules, 2014]
Name of Member:
Registered Address:
E-Mail ID:
Folio no:
I/We, being the member(s) of __________________________shares of XYZ Limited, hereby appoint:
1) _____________ of____________ having e-mail id_________________________ or failing him
2) _____________ of____________ having e-mail id_________________________or failing him
3) ___________ of____________ having e-mail id__________________________
and whose signature(s) are appended below as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Extraordinary General Meeting of the members of the Company, to be held on Tuesday, February 15, 2019 at 1:00 p.m. at Registered address and at any adjournment thereof in respect of such resolutions as are indicated below:
| Resolutions | For | Against |
| 1. Borrowing Powers under Section 180(1) (c) of the Companies Act, 2013. | ||
| 2. Approval for offer or invitation to subscribe Optionally Convertible Preference Shares on Rights Basis |
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| Affix a revenue stamp |
*Applicable for investors holding shares in electronic form.
Signed this ………………………. day of…………………….. 2020 ___________________
Signature of Shareholder
__________________________________________________ _________________________
Signature of first proxy holder
Signature of second proxy holder
Signature of third proxy holder
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