notice of extraordinary general meeting notice

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CorporateOffice: 5, Fancy Lane, 7th Floor, Kolkata 700001 Tel.: (033)22480116/7, Fax: (033)22481246, Website: www.nationalplywood.net,
Email id: [email protected]
NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE is hereby given that an Extraordinary General Meeting of the Members of NATIONAL PLYWOOD INDUSTRIES LIMITED will be held at the Registered Office of the Company at MakumPathar, Margherita 786187, Dist. Tinsukia, Assam, on Thursday, August 23, 2018, at 11.30 a.m. to transact the following business: SPECIAL BUSINESS: 1. Increase of Authorised Share Capital
To consider and if thought fit to pass with or without modification(s) the following resolution as a Special Resolution: “RESOLVED THAT in accordance with the provisions of Sections 13, 61 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Article 49 of the Articles of Association of the Company, consent of the Members of the Company be and is hereby accorded to increase the Authorised Share Capital of the Company from Rs. 25,00,00,000/- (Rupees Twenty Five Crores only) divided into 2,50,00,000 (Two Crores Fifty Lacs) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs. 30,00,00,000/- (Rupees Thirty Crores only) divided into 3,00,00,000 (Three Crores) Equity Shares of Rs. 10/- (Rupees Ten only) each. RESOLVED FURTHER THAT the existing Clause 6 of the Memorandum of Association of the Company, relating to the Share Capital be and is hereby replaced with the following new Clause 6: 6. The Authorised Share Capital of the Company is Rs. 30,00,00,000/- (Rupees Thirty Crores only)
divided into 3,00,00,000 (Three Crores) Equity Shares of Rs. 10/- (Rupees Ten only) each. The Company shall have power to increase or reduce the Share Capital from time to time as it may think fit & proper.
RESOLVED FURTHER THAT the existing Clause 4 of the Articles of Association of the Company, relating to the Share Capital be and is hereby replaced with the following new Clause 4: 4. The Authorised Share Capital of the Company is Rs. 30,00,00,000/- (Rupees Thirty Crores only)
divided into 3,00,00,000 (Three Crores) Equity Shares of Rs. 10/- (Rupees Ten only) each. 2. Issue of Equity Shares on a Preferential Basis
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 23, 41, 42, 62(1)(c), 179 and other applicable provisions, if any, of the Companies Act, 2013, (“the Act”), the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable rules made thereunder (including any amendment(s), statutory modification(s) or re-enactment thereof), the rules, regulations, guidelines, notifications and circulars, if any, prescribed by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (“SEBI ICDR Regulations”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”), the uniform listing agreement entered into by the Company with the stock exchanges, on which the Equity Shares having face value of Rs. 10/- each of the Company (“Equity Shares”) are listed, and subject to other applicable rules, regulations and guidelines issued by Ministry of Corporate Affairs (“MCA”), the Registrar of Companies, Shillong(“ROC”), Securities and Exchange Board of India (“SEBI”), Reserve Bank of India (“RBI”),
Government of India (“GOI”), BSE Limited (“BSE” / “Stock Exchange”) and / or any other competent authorities (hereinafter referred to as “Applicable Regulatory Authorities”), from time to time and to the extent applicable, and subject to such approvals, permissions, consents and sanctions as may be necessary or required from the Applicable Regulatory Authorities in this regard and further subject to such terms and conditions or modifications as may be prescribed or imposed by any of them while granting any such approvals, permissions, consents and / or sanctions, which may be agreed to by the Board of Directors (hereinafter referred to as “Board”, which term shall include any committee thereof, which the Board may have constituted or may hereinafter constitute to exercise its powers including the powers conferred by this Resolution) and in accordance with and subject to the provisions of the Memorandum and Articles of Association of the Company, the consent, authority and approval of the Members of the Company be and is hereby accorded to the Board to create, offer, issue and allot, in one or more tranches, on a Preferential Basis, upto 1,89,89,000(One Crore Eighty Nine Lacs and Eighty Nine Thousand) Equity Shares, of Face Value of Rs. 10/- each of the Company, to the following Investors (hereinafter referred to as “Proposed Investors”), at a price mentioned below, which is not less than the price determined in accordance with Chapter VII of the SEBI ICDR Regulations (hereinafter referred to as the “SEBI Price”) and on such other terms and conditions that the Board may deem appropriate in its absolute discretion:
Sr. No.
Maximum Number of
allotted
Consideration *
1 Chandrakanta Periwal Promoter 1,123,500 Rs. 15/- Consideration other than cash
2 Madhulika Periwal Promoter 898,800 Rs. 15/- Consideration other than cash
3 Malvika Periwal Promoter 674,100 Rs. 15/- Consideration other than cash
4 Stuti Periwal Promoter 674,100 Rs. 15/- Consideration other than cash
5 Akshaye Periwal Promoter 674,100 Rs. 15/- Consideration other than cash
6 M. N. Saw Cum Veneer Mills Private Limited Non-Promoter 600,000 Rs. 15/-
Consideration other than cash
7 Piyush Periwal Promoter 89,880 Rs. 15/- Consideration other than cash
8 Kalpana Chandak Non-Promoter 89,880 Rs. 15/- Consideration other than cash
9 DivyaAgarwal Non-Promoter 89,880 Rs. 15/- Consideration other than cash
10 Saurabh Chandak Non-Promoter 89,880 Rs. 15/- Consideration other than cash
11 Sushil Kumar Agarwala Non-Promoter 89,880 Rs. 15/- Consideration other than cash
12 M/s. HazarimalLaxminarayan Promoter 23,27,333 Rs. 15/- Conversion of
Loan
Conversion of Loan
Conversion of Loan
loan
16 Narottam Investments & Trading Co. Ltd. Promoter 126,000 Rs. 15/-
Conversion of loan
loan
loan
loan
loan
24 Raj Kumar Agarwal Non-Promoter 500,000 Rs. 17/- Cash
25 B. Arun Kumar Capital & Credit Services Pvt Ltd. Non-Promoter 500,000 Rs. 17/- Cash
26 Vikas Khemani Non-Promoter 500,000 Rs. 17/- Cash
27 Shalini Gupta Non-Promoter 300,000 Rs. 17/- Cash
28 Rajiv Jhunjhunwala Non-Promoter 255,000 Rs. 17/- Cash
29 Laxmi Devi Jhunjhunwala Non-Promoter 255,000 Rs. 17/- Cash
30 Shruti Sikaria Non-Promoter 250,000 Rs. 17/- Cash
31 Siddharth Sikaria Non-Promoter 250,000 Rs. 17/- Cash
32 Sangeetha Saboo Non-Promoter 200,000 Rs. 17/- Cash
33 Dalal&Broacha Stock Broking Pvt. Ltd. Non-Promoter 200,000 Rs. 17/- Cash
34 Abhay Agarwal Non-Promoter 200,000 Rs. 17/- Cash
35 Rakesh Mehra Non-Promoter 200,000 Rs. 17/- Cash
36 Rajat Kejriwal Non-Promoter 150,000 Rs. 17/- Cash
37 Radha Kothari Non-Promoter 150,000 Rs. 17/- Cash
38 Bela Drolia Non-Promoter 150,000 Rs. 17/- Cash
39 AlpanaParida Non-Promoter 150,000 Rs. 17/- Cash
40 Sumeet Chopra Non-Promoter 150,000 Rs. 17/- Cash
41 Arun Kumar Ganeriwal Non-Promoter 100,000 Rs. 17/- Cash
42 Vinod Kumar Kandoi HUF Non-Promoter 100,000 Rs. 17/- Cash
43 Rajni Agarwal Non-Promoter 100,000 Rs. 17/- Cash
44 Sandeep Dadia Non-Promoter 100,000 Rs. 17/- Cash
45 Nagesh Pinge Non-Promoter 95,350 Rs. 17/- Cash
46 NavinNayar Non-Promoter 75,000 Rs. 17/- Cash
47 AratiNayar Non-Promoter 75,000 Rs. 17/- Cash
48 GayatriBedi Non-Promoter 51,900 Rs. 17/- Cash
49 Sandeep Arya Non-Promoter 50,000 Rs. 17/- Cash
50 Sanjeev Arya Non-Promoter 50,000 Rs. 17/- Cash
51 Tanvi Kejriwal Non-Promoter 50,000 Rs. 17/- Cash
52 Viraj Kejriwal Non-Promoter 50,000 Rs. 17/- Cash
53 Pushpa Devi Kejriwal Non-Promoter 50,000 Rs. 17/- Cash
54 Ashok Kumar Sharma Non-Promoter 50,000 Rs. 17/- Cash
55 Neetasinha R Saini Non-Promoter 45,000 Rs. 17/- Cash
56 Amit Kumar Baheti Non-Promoter 40,000 Rs. 17/- Cash
57 Pushpa Devi Sarda Non-Promoter 30,000 Rs. 17/- Cash
58 Kanchan JayantilalKaria Non-Promoter 30,000 Rs. 17/- Cash
59 Ankuranand Saini Non-Promoter 30,000 Rs. 17/- Cash
60 Aarav Muchhala Non-Promoter 30,000 Rs. 17/- Cash
61 Vinay Bagri Non-Promoter 30,000 Rs. 17/- Cash
62 Amit Jain Non-Promoter 25,000 Rs. 17/- Cash
63 Vinod Kumar Narendra Kr. Jain Non-Promoter 25,000 Rs. 17/- Cash
64 Jaswanth Kumar Narendra Kr. Jain Non-Promoter 25,000 Rs. 17/- Cash
65 Ubari Devi Narendra Kr. Jain Non-Promoter 25,000 Rs. 17/- Cash
66 Malini Keshava Murthy Non-Promoter 20,000 Rs. 17/- Cash
67 Sudarshan Mall Non-Promoter 20,000 Rs. 17/- Cash
68 PritiKarmalkar Non-Promoter 15,000 Rs. 17/- Cash
69 Abhishek Maheshwari Non-Promoter 15,000 Rs. 17/- Cash
70 Naitik Ramnik Faria Non-Promoter 15,000 Rs. 17/- Cash
71 Ravi Singh Saini Non-Promoter 15,000 Rs. 17/- Cash
72 Vedant Saini Non-Promoter 15,000 Rs. 17/- Cash
73 Jigna Shah Non-Promoter 10,000 Rs. 17/- Cash
74 Santosh Karmalkar Non-Promoter 9,000 Rs. 17/- Cash
75 HemlataSanka Non-Promoter 10,000 Rs. 17/- Cash
76 Praful Mewada Non-Promoter 8,000 Rs. 17/- Cash
77 Vijendra Dubey Non-Promoter 10,000 Rs. 17/- Cash
78 Jayaram Shetty Non-Promoter 2,000 Rs. 17/- Cash
79 Vijay Mankar Non-Promoter 2,000 Rs. 17/- Cash
80 Sameer Bapat Non-Promoter 2,000 Rs. 17/- Cash
TOTAL 1,89,89,000 * For explanation on Consideration other than cash and Conversion of Loan, please refer Explanatory Statement RESOLVED FURTHER THAT the Relevant Date for the purpose of pricing of the Equity Shares, in terms of the provisions of Chapter VII of the SEBI ICDR Regulations, shall be Tuesday, July 24, 2018, which is the day thirty days prior to the date of this Extraordinary General Meeting, being Thursday, August 23, 2018. RESOLVED FURTHER THAT: i) In respect of the Equity Shares proposed to be allotted for Cash, the proposed investors shall be
required to bring in 100% of the consideration, for the Equity Shares to be allotted to them, on or prior to the date of the allotment of Equity Shares from their respective bank accounts;
ii) In case of the Equity Shares proposed to be allotted against Conversion of Loan, the proposed allotment of the Equity Shares shall be against the conversion of loan received by the Company from the bank accounts of the respective proposed investor;
iii) In case of the Equity Shares proposed to be allotted for Consideration other than Cash, the proposed allotment of the Equity Shares shall be valuable consideration received by the Company from the respective proposed investor;
RESOLVED FURTHER THAT the pre-preferential shareholding of the proposed investors, if any, as also the Equity Sharesto be allotted to the proposed investors shall be subject to lock-in for such period as prescribed in Regulation 78 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time. RESOLVED FURTHER THAT the Equity Shares proposed to be allotted to the proposed investors shall rank paripassu with the existing Equity Shares of the Company in all respects (including with respect to dividend and voting rights) from the date of allotment thereof. RESOLVED FURTHER THAT the Equity Shares shall be allotted in dematerialized form within a period of 15 days from the date of passing of this special resolution provided that where the allotment of Equity Shares is subject to receipt of any approval from any applicable regulatory authority, the allotment shall be completed within a period of 15 days from the date of receipt of last of such approvals. RESOLVED FURTHER THAT the Board be and is hereby authorized to finalize all the terms and conditions and the structure of the proposed Equity Shares, take such steps and to do all such acts, deeds, matters and things and execute all such deeds, documents, instruments and writings and accept any alterations or modification(s) as it may deem fit and proper and give such directions as may be necessary to settle any question or difficulty that may arise in regard to issue and allotment of the Equity Shares and the utilization of the issue proceeds in such manner as may be determined by the Board, subject however, to applicable laws, and to take such actions or give such directions as may be necessary or desirable and to obtain any approvals, permissions, sanctions which may be necessary or desirable, as it may deem fit or as the Board may suo moto decide in its absolute discretion in the best interests of the Company. RESOLVED FURTHER THAT for the purpose of giving effect to the above resolutions, the Board be and is hereby authorized to negotiate, modify, sign, execute, register, deliver including sign any declarations required in connection with the private placement offer letter for issue of the Equity Shares, term sheet, subscription agreement, purchase agreement, and other necessary agreements, memorandum of understanding, deeds, general undertaking / indemnity, certificates, consents, communications, affidavits, applications (including those to be filed with the regulatory authorities, if any (“Transaction Documents”) (whether before or after execution of the Transaction Documents) together with all other documents, agreements, instruments, letters and writings required in connection with, or ancillary to, the Transaction Documents (“Ancillary Documents”) as may be necessary or required for the aforesaid purpose including to sign and / or dispatch all forms, filings, documents and notices to be signed, submitted and / or dispatched by it under or in connection with the documents to which it is a party as well as to accept and execute any amendments to the Transaction Documents and the ancillary Documents and further to do all such other acts, deeds mentioned herein as they may deem necessary in connection with the issue of the Equity Shares in one or more tranches from time to time and matters connected therewith. RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred to any Committee of Directors or any Director(s) or Officer(s) of the Company in such manner as it may deem fit in its absolute discretion with the power to take such steps and to do all such acts, deeds, matters and things as they may deem fit and proper for the purpose of the issue and allotment of securities and settle any questions or difficulties that may arise in connection with the aforesaid resolutions.”
3. Issue of Equity Share Warrants on a Preferential Basis 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 23, 41, 42, 62(1)(c), 179 and other applicable provisions, if any, of the Companies Act, 2013, (“the Act”), the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable rules made thereunder (including any amendment(s), statutory modification(s) or re-enactment thereof), the rules, regulations, guidelines, notifications and circulars, if any, prescribed by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (“SEBI ICDR Regulations”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”), the uniform listing agreement entered into by the Company with the stock exchanges, on which the Equity Shares having face value of Rs.
10/- each of the Company (“Equity Shares”) are listed, and subject to other applicable rules, regulations and guidelines issued by Ministry of Corporate Affairs (“MCA”), the Registrar of Companies, Maharashtra at Mumbai (“ROC”), Securities and Exchange Board of India (“SEBI”), Reserve Bank of India (“RBI”), Government of India (“GOI”), BSE Limited (“BSE” / “Stock Exchange”) and / or any other competent authorities (hereinafter referred to as “Applicable Regulatory Authorities”), from time to time and to the extent applicable, and subject to such approvals, permissions, consents and sanctions as may be necessary or required from the Applicable Regulatory Authorities in this regard and further subject to such terms and conditions or modifications as may be prescribed or imposed by any of them while granting any such approvals, permissions, consents and / or sanctions, which may be agreed to by the Board of Directors (hereinafter referred to as “Board”, which term shall include any committee thereof, which the Board may have constituted or may hereinafter constitute to exercise its powers including the powers conferred by this Resolution) and in accordance with and subject to the provisions of the Memorandum and Articles of Association of the Company, the consent, authority and approval of the Members of the Company be and is hereby accorded to the Board to create, offer, issue and allot, in one or more tranches, on a Preferential Basis, upto41,00,000 (Forty One Lacs) Equity Share Warrants (hereinafter referred to as “Warrants”), carrying an entitlement to subscribe to an equivalent number of Equity Shares of Rs. 10/- (Rupees Ten Only) each, to the following Investors (hereinafter referred to as “Proposed Investors”), at a price of Rs. 17/- per Equity Share (including a Premium of Rs. 7/- per Equity Share), which is not less than the price (hereinafter referred to as the “SEBI Price”) determined in accordance with Chapter VII of the SEBI ICDR Regulations and on such other terms and conditions that the Board may deem appropriate in its absolute discretion:
Sr. No.
Category Maximum Number of Warrants proposed to
be allotted
2 B. Arun Kumar Capital & Credit Services Pvt Ltd.
Non-Promoter 500,000 Rs. 17/- Cash
3 Vikas Khemani Non-Promoter 500,000 Rs. 17/- Cash 4 Deepak Saraf Non-Promoter 200,000 Rs. 17/- Cash 5 Nagesh Pinge Non-Promoter 198,650 Rs. 17/- Cash 6 GayatriBedi Non-Promoter 108,100 Rs. 17/- Cash 7 Stuti Periwal Promoter 100,000 Rs. 17/- Cash 8 Madhulika Periwal Promoter 100,000 Rs. 17/- Cash 9 Malvika Periwal Promoter 100,000 Rs. 17/- Cash
10 Smita Naresh Pachisia Non-Promoter 100,000 Rs. 17/- Cash
TOTAL 41,00,000 RESOLVED FURTHER THATthe Relevant Date for the purpose of pricing of the Equity Shares resulting from the exercise of the option under the Warrants, in terms of the provisions of Chapter VII of the SEBI ICDR Regulations, shall be Tuesday, July 24, 2018, which is the day thirty days prior to the date of this Extraordinary General Meeting, being Thursday, August 23, 2018. RESOLVED FURTHER THAT the Warrants shall be issued by the Company on the following terms and conditions: i) An amount equivalent to 25% of the Exercise Price of the Equity Shares arising out of the Warrants
shall be payable at the time of making the application for the Warrants, as prescribed by Regulation 77 of the SEBI ICDR Regulations, which will be kept by the Company as a deposit to be adjusted and appropriated against the price of the Equity Shares payable by the Warrant holders at the time of exercising the option. A Warrant exercise price equivalent to the 75% of the issue price of the Warrants will be payable by the Warrant holders at the time of exercising the Warrants.
ii) The option to acquire the Equity Shares can be exercised by the Warrant holders in one or more tranches on or before the expiry of 18 months from the date of allotment of the Warrants, by way of a written notice to the Company, specifying the number of warrants proposed to be exercised along with the aggregate amount thereon, without any further approval from the shareholders of the Company prior to or at the time of conversion.
iii) In the event the Warrant holders do not exercise the option under the Warrants within the time limit prescribed under point no. ii) above, the Warrants shall lapse and the deposit of 25% as indicated in point i) above shall stand forfeited by the Company.
iv) The Warrants / Equity Shares, arising upon exercise of options under the Warrants, proposed to be allotted shall be subject to lock-in to be determined in accordance with the provision of Regulation 78(2) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time.
v) In case in future, the Company declares any issue of Bonus Shares, Rights Shares or other similar benefits except dividend to the existing shareholders, then provision shall be made by the Company to…