Inter alia, approved:- 1. TO APPROVE RAISING OF FUNDS UP TO RS. 2687.50 LAKHS BY WAY OF PREFERENTIAL ISSUE To accelerate the business growth and to augment the long-term financial resources of the Company, fund raising by issuing the following securities, subject to approval of shareholders and other regulatory authorities, as may be applicable in accordance with the provisions of Section 42 and Section 62(1)(c) of the Companies Act, 2013, as amended ("Act") read with Companies (Prospectus and Allotment of Securities) Rules, 2014, and Companies (Share Capital and Debentures) Rules, 2014 as amended ("Rules"), Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (?SEBI ICDR Regulations?), Foreign Exchange Management (Non-debt Instruments) Rules, 2019, Foreign Exchange Management Act, 1999 and other applicable laws, regulations, guidelines and rules; a. by way of creating, issuing and allotting up to 57,50,000 (Fifty Seven Lakhs Fifty Thousand Only) Fully convertible warrants convertible into equivalent number of fully paid-up equity shares of the Company having face value of Rs. 10/- (Rupees Ten Only) each, to the persons belonging to ?Promoter/Promoter Group? and ?Non-Promoter, Public category? as detailed in Annexure-I, on preferential basis, at an issue price of Rs. 25/- (Rupees Twenty Five only) which is higher than the floor price determined in accordance with the provision of Chapter V of SEBI ICDR Regulations, payable in cash for aggregating amount of up to Rs. 14,37,50,000/- (Rupees Fourteen Crores Thirty-Seven Lakhs and Fifty Thousand Only). b. by way of creating, issuing and allotting up to 50,00,000 (Fifty Lakhs Only) Equity Shares having face value of Rs.10/- (Rupees Ten Only), each, to the persons belonging to ?NonPromoter, Public Category?, as detailed in Annexure-II, on preferential basis, at an issue price of Rs. 25/- (Rupees Twenty-Five only) per share (including a premium of Rs. 15/- per share), which is higher than the floor price determined in accordance with the provision of Chapter V of SEBI ICDR Regulations, payable in cash for aggregating amount of up to Rs. 12,50,00,000/- (Rupees Twelve Crores & Fifty Lakhs Only). 2. ALTERATION IN MEMORANDUM OF ASSOCIATION AND ARTICLE OF ASSOCIATION OF THE COMPANY To increase Authorized Share Capital of the company from existing Rs. 21,00,00,000/-(Rupees Twenty One Crores Only) comprising of 2,10,00,000 (Two Crores Ten Lakhs Only) Equity shares of face value of Rs. 10/- each to Rs. 35,00,00,000/- (Rupees Thirty Five Crores Only) comprising of 3,50,00,000 (Three Crores Fifty Lakhs Only) Equity shares face value of Rs. 10/- each , to accommodate the increase in Paid-up share capital owing to proposed fund raising plans, and consequent amendments in the Capital Clause (Clause V) of Memorandum of Association of the Company, subject to the approval of shareholders of the Company. Alteration in Articles of Association, in order to align it with the fund raising/ further issue proposals of the company in accordance with relevant provisions/ rules of Companies Act, 2013 subject to the approval of shareholders of the Company. 3. CONSTITUTION OF FUND RAISING COMMITTEE The constitution of a ?Fund Raising Committee? for taking necessary decision, resolve the difficulties/obstacles which may arise with respect to company?s proposed fund raising, and to engage professional intermediaries, experts, technical consultants, advisors, as and when required. 4. TO SEEK MEMBERS? APPROVAL VIA POSTAL BALLOT to seek members? approval through the process of postal ballot for the above-said today?s board decision and accordingly approved the Notice of Postal Ballot and authorized Director/ KMP to issue the same to the concerned, appointment of Mr. Ashish Verma, Proprietor of VERMA ASHISH & CO. COP No.- 22530, Practicing Company Secretaries as Scrutinizer for postal ballot and matters related theret
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