AKME STAR HOUSING FINANCE LIMITED
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AKME STAR HOUSING FINANCE LIMITED CIN L45201RJ2005PLC020463 Registered Office: Akme Business Centre (ABC), 4-5 Subcity Centre Savina Circle, Opp. Krishi Upaz Mandi Udaipur 313002 E mail: compliance@akmestarhfc.in Contact No. -0294-2489501 NOTICE OF THE EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN THAT EXTRA ORDINARY GENERAL MEETING OF THE MEMBERS OF THE AKME STAR HOUSING FINANCE LIMITED WILL BE HELD ON MONDAY 08TH JUNE, 2020 AT 11.30 A.M. AT THEIR REGISTERED OFFICE AT AKME BUSINESS CENTRE (ABC), OPP. KRISHI UPAZ MANDI UDAIPUR 313002 PROCEEDINGS OF THE MEETING SHALL BE DEEMED TO BE MADE AT THE VENUE THROUGH VIDEO CONFERENCE MODE (IN ACCORDANCE WITH GENERAL CIRCULAR NO. 14/2020 DATED APRIL 8th, 2020 ISSUED BY MINISTRY OF CORPORATE AFFAIR (“MCA CIRCULAR”) TO TRANSACT THE FOLLOWING SPECIAL BUSINESS: ITEM NO. 1: TO APPROVE SECURED RATED, NON-CONVERTIBLE REDEEMABLE DEBENTURES 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 Sections 42, 71 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and 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 Rules made there under, Issuance of Non-Convertible Debentures on private placement basis , as amended from time to time, Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (including any statutory modification(s)or reenactment(s) thereof for the time being in force) and other applicable SEBI regulations and guidelines, National Housing Board Directions, 2014, the provisions of the Articles of Association of the Company, the consent and approval of the members of the company be and is hereby accorded to Board of Directors of the Company for issuance of Secured Rated, Non-Convertible, Redeemable Debentures (NCDs) denominated in Indian Rupees , either at par or at premium to face value, to issue redeemable NCDs upto an amount not exceeding Rs. 100 Crores (Rupees One Hundred Crores only), on such terms and conditions and at such times, as may be decided by the board to such person or persons, including one or more companies, Commercial Banks, Private Banks, Lending Agencies, Financial Institutions, Body corporate and/or individuals as the case may be, to augment long term resources to finance the operations and other activities of the Company, under one or more information memorandum/ shelf disclosure document (if applicable), during the period of one year from the date of passing of this special resolution, on a private placement basis on such terms and conditions as the Board of Directors may, from time to time, deem fit and most beneficial to the Company.” “RESOLVED FURTHER THAT these borrowings will be within the overall borrowing limits of Rs. 500 Crores (Rupees Five Hundred Crore Only) approved by members in the Annual general meeting dated 21.09.2019 and also subject to RBI prescribed ceiling of borrowings as stipulated in the RBI Directions/Regulations from time to time.” “RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters, things as may be necessary, expedient and incidental thereto and to delegate all or any of its powers herein conferred by this resolution to any committee of Directors and/or officers of the Company to give effect to the said resolution.” Registered office By order of the Board AKME Business Center (ABC) sd/- 4-5 Subcity Center Savina Circle Ashish Jain Opp. Krishi Upaz Mandi (Chairman & Udaipur 313002 Managing Director ) Date :18.05.2020 DIN: 02041164 1
AKME STAR HOUSING FINANCE LIMITED CIN L45201RJ2005PLC020463 Registered Office: Akme Business Centre (ABC), 4-5 Subcity Centre Savina Circle, Opp. Krishi Upaz Mandi Udaipur 313002 E mail: compliance@akmestarhfc.in Contact No. -0294-2489501 NOTES: 1. In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed and pursuant to the Circular No. 14/2020 dated April 08, 2020 and Circular No.17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs followed by Circular No. 20/2020 dated May 05, 2020, physical attendance of the Members to the EOGM venue is not required, hence meeting shall be held through video conferencing (VC). Therefore, Members can attend and participate in the ensuing EOGM through video conferencing (VC). The copy of MCA circular is attached along with the notice of EOGM. 2. The video conference facility shall be made available through Zoom/Bluejeans cloud meeting. The login credentials /link for enabling the members to attend the meeting will be communicated to them in due course of time. 3. The proceedings of the entire EOGM meeting shall be recorded and will be available on Company’s website (www. akmestarhfc.in). 4. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this Extraordinary General Meeting (referred to as ‘EOGM’) (the “Meeting”) as no physical presence of member is required. 5. Corporate Members are entitled to appoint their authorized representative (s) to attend the EOGM through VC (Video Conferencing) and participate thereat and cast their votes through e-voting. 6. The Members can join the EOGM in the VC (Video Conferencing) mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EOGM through VC (Video Conferencing) will be made available for 1000 members on a first come first served basis. This will not include large Shareholders (i.e Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM without restriction on account of first come first served basis.. 7. The Register of Members and the Share Transfer Books of the Company will remain closed from 31st May, 2020 to 7th June, 2020 (both days inclusive). 8. In furtherance of the Go Green Initiative of the Government, electronic copy of Notice of EOGM is being sent to all the members whose email addresses are registered with the Company/Depository Participants. Physical copy of the notice cannot be sent on request by a member due to lockdown. 9. Members may note that the Notice of the EOGM will also be available on the Company’s website: www.akmestarhfc.in & BSE Limited at https://www.bseindia.com/stock-share-price/akme- star-housing-finance-ltd/ashfl/539017/ and the EOGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.e voting.nsdl.com. 10. Members, who have not registered their email id’s so far, are requested to register their email id’s for receiving all communications including any notices, circular etc from the Company electronically. Even after registering for e-communication, the members may also send requests to the Company at E-mail id: compliance@akmestarhfc.in 2
AKME STAR HOUSING FINANCE LIMITED CIN L45201RJ2005PLC020463 Registered Office: Akme Business Centre (ABC), 4-5 Subcity Centre Savina Circle, Opp. Krishi Upaz Mandi Udaipur 313002 E mail: compliance@akmestarhfc.in Contact No. -0294-2489501 11. Necessary documents including the Notice and the explanatory statement will be made available for inspection up to the date of EOGM at the Company’s Website. 12. During the meeting if less than 50 members present and any member wishes to demand for a poll through show of hands, then on such request of the member the Chairman may decide to conduct a vote through show of hands in accordance with section 109 of the Companies act 2013. 13. In case of joint holders attending the EOGM, only such joint holder who are higher in order of names will be entitled to vote. 14. Members holding shares individually in physical form are advised to make nomination in respect of their shareholding in the Company. The nomination form can be downloaded from the Company’s website at www.akmestarhfc.in. Members who hold shares singly in Dematerialized form are advised to make a nomination through their Depository Participant. 15. Non – Resident Indian Members are requested to inform Registrar and Share Transfer Agents, immediately of : a. Change in their residential status on return in India for permanent settlement. b. Particulars of their bank account are maintained in India with complete name, branch, account type, account number and address of the bank with pin code number, if not furnished earlier. 16. The resolutions listed in the Notice of the EOGM shall be deemed to be passed on the date of the EOGM, subject to the receipt of the requisite number of votes in favor of the respective resolutions. 17. Soft copy of necessary documents including the Notice and the explanatory statement will be made available for inspection in electronic form during the meeting, any member who wishes to inspect the said documents shall request for the same by writing in the chat box available. 18. Members, who need assistance for using the video conferencing technology before or during the meeting, shall contact Harish Suthar on mobile no. 8947956606/6378938030 who shall assist the members for holding meeting via video conferencing 19. Voting through electronic means: In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Company is pleased to provide members facility to exercise their right to vote on resolutions proposed to be considered at the Extra Ordinary General Meeting (EOGM by electronic means and the business may be transacted through e-Voting Services) using an electronic voting system from a place other than venue of the EOGM (“remote e- voting”) will be provided by National Securities Depository Limited (NSDL). • E-Voting is optional- if any member presents in the meeting through VC and has not cast their vote on resolution through remote e-voting. The member shall cast their vote (assent /dissent) through e-voting system during the meeting or by a show of hands in the meeting. 3
AKME STAR HOUSING FINANCE LIMITED CIN L45201RJ2005PLC020463 Registered Office: Akme Business Centre (ABC), 4-5 Subcity Centre Savina Circle, Opp. Krishi Upaz Mandi Udaipur 313002 E mail: compliance@akmestarhfc.in Contact No. -0294-2489501 The instructions for shareholders voting electronically are as under: The voting period begins on Friday, 05th June, 2020 at 10.00 A.M. IST and ends on Sunday, 07th June, 2020 at 05:00 P.M. IST. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Saturday, 30th May, 2020, may cast their vote electronically. The e-voting module shall be disabled by NDSL for voting thereafter. The Instructions for Members for e-Voting on the day of the EOGM 1. The procedure for e-Voting on the day of the EOGM is the same as the instructions mentioned above for remote e-voting. 2. Only those Members/ shareholders, who will be present in the EOGM through VC (video Conferencing) facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the EOGM. 3. Members who have voted through Remote e-Voting will be eligible to attend the EOGM. However; they will not be eligible to vote at the EOGM. 4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EOGM shall be the same person mentioned for Remote e-voting. The shareholders should follow process as given under: Step 1: Log-in to NSDL e-voting system at https://www.evoting.nsdl.com/ a. Visit the e-Voting website of NSDL. Open a web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile. b. Once the home page of E- Voting system is launched, click on the icon “Login” which is available under ‘Shareholders’ section. c. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen. d. Alternatively if you are registered for NSDL eservices i.e. IDEAS, you can log in at https://www.evoting.nsdl.com/ with your existing IDEAS login. Once you log in to NSDL eservices after using your login credentials, click on E- Voting and you can proceed to Step 2 i.e. cast your vote electronically. e. Your User ID details are given below: Manner of holding shares i.e. Demat Your User ID is: (NSDL or CDSL) OR Physical a) For Members who hold shares in demat 8 Character DP ID followed by 8 Digit Client ID account with NSDL. For example your DP ID is IN300*** and Client ID is 12****** then your User ID is IN300***12****** b) For Members who hold shares in demat 16 Digit Beneficiary ID account with CDSL. For example if your Beneficiary ID is 12************** then your User ID is 12************** c) For Members holding shares in Physical EVEN Number followed by Folio Number registered Form. with the company. For example if Folio Number is 001*** and EVEN is 108379 then User ID is 108379001*** f. Your password details are given below: 4
AKME STAR HOUSING FINANCE LIMITED CIN L45201RJ2005PLC020463 Registered Office: Akme Business Centre (ABC), 4-5 Subcity Centre Savina Circle, Opp. Krishi Upaz Mandi Udaipur 313002 E mail: compliance@akmestarhfc.in Contact No. -0294-2489501 g. If you are already registered with E-Voting, then you can use your existing password to login and cast your vote. h. If you are using the NSDL E-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password. i. How to retrieve your ‘initial password’? j. If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or Folio Number for shares held in physical form. The .pdf file contains your ‘User ID and your ‘initial password’. k. If your email ID is not registered, your ‘initial password’ is communicated to you on your postal address. l. If you are unable to retrieve or have not received the ‘Initial password’ or have forgotten your password: • Click on “Forget User Details/ Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.e voting.nsdl.com. • Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com . • If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/ folio number, your PAN, your name and your registered address. m. After entering your password, tick on Agree to “Term and Conditions” by selecting on the check box. n. Now, you will have to click on the“Login” button. o. After you click on the “Login” button, the Home page of e- Voting will open. Step 2: Cast your vote electronically on NSDL e-Voting system. How to cast your vote electronically on NSDL e-Voting system? a. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then click on Active Voting Cycles. b. After clicking on Active Voting Cycles, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status. c. Select “EVEN” of the Company which is 108379. d. Now you are ready for e- Voting as the Voting page opens. e. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/ modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted. f. Upon confirmation, the message “Vote cast successfully” will be displayed. g. You can also take the printout of the votes cast by you clicking on the print option on the confirmation page. h. Once you confirm your vote on the resolution, you will not be allowed to modify your vote General Guidelines for shareholders i. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the Forgot User Details/ Passwords?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password. ii. The members who will attend the meeting through VC shall be counted for quorum. iii. The Voting rights of members shall be in proportion to the shares held by them on the paid up equity share capital of the company as on cutoff date being Saturday, 30th May, 2020, A person whose name is recorded in the register of members or in the register of beneficial owners maintained by the company. 5
AKME STAR HOUSING FINANCE LIMITED CIN L45201RJ2005PLC020463 Registered Office: Akme Business Centre (ABC), 4-5 Subcity Centre Savina Circle, Opp. Krishi Upaz Mandi Udaipur 313002 E mail: compliance@akmestarhfc.in Contact No. -0294-2489501 iv. Further Members will be required to allow Camera and use the Internet with a good speed to avoid any disturbance during the meeting. v. Institutional shareholders (i.e. other than individual, HUF, NRI etc.) are required to send scanned copy (PDF/ JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory (ies) who are authorized to vote, to the Scrutinizer by e-mail to csronakjhuthawat@gmail.com with a copy marked to evoting@nsdl.co.in. vi. 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 download section of www.evoting.nsdl.com or call on toll free no.:1800-222-990 or send a request at evoting@nsdl.co.in . 20. The Company has appointed Mr. Ronak Jhuthawat (FCS 9738) Proprietor of M/s Ronak Jhuthawat & Co., Practicing Company Secretaries, Udaipur as Scrutinizer for conducting the e-voting process (both Remote E-voting and poll process at the EOGM) in a fair and transparent manner. 21. The Scrutinizer shall immediately, after the conclusion of voting at EOGM will unblock the votes cast through Remote e-voting in the presence of at least two witnesses not in the employment of the Company. Scrutinizer shall, submit a scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing who shall countersign the same and declare the results of the voting forthwith, within 48 hours of conclusion of the EOGM. 22. The results as declared by the Chairman or a person authorized by him in writing along with the Scrutinizer’s Report shall be immediately placed on the website of the Company i.e. www.akmestarhfc.in and NSDL after the declaration of results. The results shall also be simultaneously communicated to BSE Limited. 23. The resolutions listed in the Notice of the EOGM shall be deemed to be passed on the date of the EOGM, subject to the receipt of the requisite number of votes in favour of the respective resolutions. How to Join Meeting Members can join the meeting by login into Zoom/Bluejeans App either in Mobile or Computer or Laptop. The Members should follow process given below: If joining from a mobile device 1. Members will receive an invitation via email and link provided from the company in advance before the meeting. 2. Click on the link given in the email and then download by clicking on the download button appears in the App/ Google Play Store. 3. Once App is installed then click join the meeting. 4. Please enter the Meeting ID and Password (this will be displayed in the email invitation). 5. Members may choose whether to come into the meeting with audio or video enabled or disabled options. 6. Members can use the Chat facility to send any query related to the proceedings of the meeting. 7. Click on the ‘Chat’ icon in the toolbar, a chat window will be displayed, select ‘Everyone’ or send any query with the name of a member. If joining from a Computer/Laptop: 1. While entering into a meeting for the first time from a computer you will need to download a small application file. 6
AKME STAR HOUSING FINANCE LIMITED CIN L45201RJ2005PLC020463 Registered Office: Akme Business Centre (ABC), 4-5 Subcity Centre Savina Circle, Opp. Krishi Upaz Mandi Udaipur 313002 E mail: compliance@akmestarhfc.in Contact No. -0294-2489501 2. One can easily download apps by using browsers like Mozilla, Firefox and Google Chrome. 3. Click on the invite link and app will redirect you to a webpage. This webpage will ask you to download the app on your device. 4. Once the application is downloaded on your desktop, install and open it. App will automatically open the meeting in concern. If one is unable to open the link, then move back to your email ID and click on the invite link. You will now see a prompt to open the link in the app. clicking on the launcher.exe file will install the App. 5. Grant the necessary permissions to the app to use your camera and microphone in order to start and join the meeting. 6. Please enter the Meeting ID and Password (this will be displayed in the email invitation). 7. Members may choose whether to come into the meeting with audio or video enabled or disabled options. 8. Members can use the Chat facility to send any query related to the proceedings of the meeting. 9. Click on the ‘Chat’ icon in the toolbar, a chat window will be displayed, select ‘Everyone’ or send any query with the name of a member. Registered office By order of the Board AKME Business Center (ABC) 4-5 Subcity Center Savina Circle sd/- Opp. Krishi Upaz Mandi Ashish Jain Udaipur 313002 (Chairman & Date: 18.05.2020 Managing Director) DIN: 02041164 Explanatory Statement The following Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“Act”) sets out all material facts relating to the business mentioned at Item Nos. 1 of the accompanying Notice. Item No. 1 In Terms of Section 42 of the Companies Act, 2013 read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, and SEBI (Issue and Listing of Debt Securities) Regulation 2008, and Guidelines as issued by National Housing Bank. It may be noted that Rule 14 of Companies (Prospectus and allotment of Securities) Rules, 2014 read with section 42 of the Companies Act 2013, as amended from time to time, allows a Company to pass a previous special Resolution once in year for all the offer or Invitation for NCDs to be made during the financial year through a private placement basis in one or more tranches. Your Company mobilize funds for its ongoing operations by issue of secured redeemable non convertible debentures on private placement basis, approval of the Members is requested for Special Resolution for making offer(s) or invitation(s) during the period of one year, for the issue of debentures up to Rs. 100 Crores (Rupees One Hundred Crores only). The NCDs proposed to be raised denominated in Indian Rupees, either at par or at premium to face value depending upon the prevailing market conditions, shall be within the overall borrowings limit as approved by shareholders from time to time and also subject to the NHB prescribed ceiling of borrowings as stipulated in the NHB Directions /Regulations from time to time. 7
AKME STAR HOUSING FINANCE LIMITED CIN L45201RJ2005PLC020463 Registered Office: Akme Business Centre (ABC), 4-5 Subcity Centre Savina Circle, Opp. Krishi Upaz Mandi Udaipur 313002 E mail: compliance@akmestarhfc.in Contact No. -0294-2489501 As required under Rule 14(1) of the Companies (Prospectus and allotment of Securities) Rules 2014, the material facts in connection with the aforesaid issue of NCDs are as follows: A. Particulars of the offer Secured Rated, Non-Convertible Redeemable Debentures for an including date of amount not exceeding in aggregate Rs 100 Crore (Rupees One Hundred passing of Board Crore Only) in one or more Tranches on private placement basis at resolution; such interest rates and on such terms and conditions as may be determined by the Board / committee of Directors. Date of passing Board resolution : 18th May, 2020 B. Kinds of securities Secured Rated, Non-Convertible Redeemable Debentures whether offered and the price at cumulative at premium, or at par as may be determined by the Board/ which security is being committee of Directors. offered: C. Basis or justification for Since issuance would be in one or more tranches, price will be the price (including determined by the Board / committee in accordance with the premium, if any) at prevailing market conditions at the time of issue. which the offer or invitation is being made; D. Name and address of Not applicable in case of NCDs. valuer who performed valuation; E. Amount which the Rs 100 Crore (Rs. One Hundred Crores Only) company intends to raise by way of such securities; F. Material Terms of raising Since the issuance would be in one or more tranches material terms such securities will be determined by the Board/committee of Directors in accordance with the applicable provision of the Companies Act, 2013 and the Rules framed thereunder and other applicable law for the time being in force G. Proposed time schedule One year from the date of passing special resolution H. Object of the Offer For the purpose of onward lending, financing and general corporate purpose I. Contribution being made None by the promoters or directors either as part of the offer or separately in furtherance of objects J. Principle terms of assets The principle amount of the Secured NCDs to be issued together with charged as securities all interest due on the NCDs in respect thereof shall be secured by way of exclusive charge in favor of the debenture trustee on specific present and/or future receivables / assets of our company as may be decided mutually by the company and the trustee. Company will create appropriate security in favor of the Debenture Trustee for the Secured NCDs holders on the Assets adequate to ensure at least 100% asset cover for the Secured NCDs (along with Interest due thereon). The Board accordingly recommends the Special Resolution as set out at Item No. 1 of the Notice for the approval of the members 8
AKME STAR HOUSING FINANCE LIMITED CIN L45201RJ2005PLC020463 Registered Office: Akme Business Centre (ABC), 4-5 Subcity Centre Savina Circle, Opp. Krishi Upaz Mandi Udaipur 313002 E mail: compliance@akmestarhfc.in Contact No. -0294-2489501 None of the Directors and key managerial personnel (including relatives of directors or key managerial personnel) of the Company is concerned or interested, financially or otherwise, in this resolution. Registered office By order of the Board AKME Business Center (ABC) sd/- 4-5 Subcity Center Savina Circle Ashish Jain Opp. Krishi Upaz Mandi (Chairman & Udaipur 313002 Managing Director ) Date :18.05.2020 DIN: 02041164 9
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