Country Condo's Limited
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COUNTRY CONDO’S LIMITED CIN: L63040TG1987PLC007811 EXTRA-ORDINARY GENERAL MEETING DATED 0 2.06.2021 COUNTRY CONDO’S LIMITED Extra-Ordinary General Meeting Dated: 02-06-2021 NOTICE OF EXTRA-ORDINARY GENERAL MEETING Dear Member(s), NOTICE is hereby given, pursuant to the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 ("the Rules"), Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), General Circular No.14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 20/2020 dated May 05, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020 and General Circular No. 39/2020 dated December 31, 2020 (the “MCA Circulars”) and any other applicable laws and regulations, to transact the below mentioned proposed special businesses by the members of the Country Condo's Limited (“the Company”) by passing Special Resolutions through Extra-Ordinary General Meeting (“EGM”) only through remote e-voting from May 28, 2021 to June 01, 2021 and Venue e-voting on June 02, 2021 at 02.00 P.M through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM"). In view of the current extraordinary circumstances due to COVID-19 pandemic requiring social distancing, Ministry of Corporate Affairs, Government of India (the “MCA”) in terms of the MCA Circulars, has advised the companies to take all decisions requiring members’ approval, other than items of ordinary business or business where any person has a right to be heard, through the mechanism of postal ballot / e-voting in accordance with the provisions of the Act and Rules made thereunder, without holding a general meeting that requires physical presence of members at a common venue. Further, the Company will send Notice of EGM by email to all its members who have registered their email addresses with the Company or depository / depository participants and the communication of assent / dissent of the members will only take place through the remote e-voting system and Venue e-voting system. This EGM is accordingly being initiated in compliance with the MCA Circulars. The instructions for remote e-voting are appended to this Notice of EGM. The Board of the Company, at its Meeting held on Monday, May 03, 2021, has appointed M/s. Gopal Dhanaji & Associates, Company Secretaries represented by Mr. Gopal Biradar Dhanaji (Membership No. FCS 7676), Practicing Company Secretary, to act as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner. You are requested to carefully read the instructions in this EGM Notice and record your assent (FOR) or dissent (AGAINST) through the e-voting facility provided by the Company. The Extra-Ordinary General Meeting (“EGM”) is scheduled to be held On Wednesday, the 02nd day of June, 2021 at 02.00 P.M. through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") to transact the following Business: 1 COUNTRY CONDO’S LIMITED Extra-Ordinary General Meeting Dated: 02-06-2021 SPECIAL BUSINESS: 1. To seek approval under Section 180(1)(a) of the Companies Act, 2013 inter alia for Sale / Transfer of the assets, properties or undertaking(s) of the Company: 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 Section 180(1)(a) of the Companies Act, 2013 (the “Act”) and any other applicable provisions, if any of the Act, or any amendment or modifications thereof and pursuant to the provisions of the Articles of Association of the Company, consent of the Company be and is hereby accorded to the Board of Directors (hereinafter referred to as the ‘Board’, which term shall be deemed to include any Committee thereof which the Board may hereinafter constitute to exercise its powers including the powers conferred by this Resolution) to sell or dispose of in any manner, all or any part of the immovable assets or properties of the Company located at Land bearing Sy No. 101/3, 102/3, 103/17, 103/1 & 103/2 at Kumbalagodu Village, Kengeri Hobli, Mysore Road, Bengaluru, Karnataka, India (hereinafter referred to as the “Assets”) to Mr. Chaganlal Jain, S/o. Late Sri Ukchand Jain, aged about 59 Years, Residing at Flat No. TB, 4th Floor, Bysani Enclave, No. 32, Shanker Mutt Road, Bengaluru - 560004, Karnataka, India bearing Aadhar No. 4190 8975 9877 and / or Mr. Jayaram A.S, S/o. Sri Patel Seegehalli Gowda, aged about 53 Years, Residing at No. 1188, Siddipradha, 4th Main, M C Layout, Vijay Nagar, Bengaluru - 560040, Karnataka, India bearing Aadhar No. 5118 0164 8722 and / or Mr. Subramanya V, S/o. Sri Vasudev, aged about 54 Years, Residing at No. 837, Abhiruddinilaya, 12th Main Road, Vinayaka Layout, Nagarabhavi, Near Swathi Hotel, Bengaluru - 560072, Karnataka, India bearing Aadhar No. 2457 3877 2013 and / or Mr. Vikash B Jain, S/o. Sri Bherulal Jain, aged about 41 Years, Residing at No. 7, Badami Nivas, New High School Road, V V Puram, Basavanagudi, Bengaluru - 560004, Karnataka, India bearing Aadhar No. 7549 7985 6496 and / or their Authorised Representative / Legal Representative / Legal Heirs / assignees / nominee / to whom so ever they may concern for a Sale Consideration as may be mutually agreed between the Buyer and the Board of Directors of the Company Not less than 15 Crores and Not Exceeding 25 Crores. RESOLVED FURTHER THAT the Board be and is hereby severally authorized to do all such acts, deeds, matters and things as may be considered necessary in this regard for and on behalf of the Company, including but not limited to, negotiating and finalizing the terms of sale, transfer or any other dispositions, filing of necessary forms, returns, applications, submissions under the Act.” BY ORDER OF THE BOARD OF DIRECTORS For COUNTRY CONDO’S LIMITED PLACE: HYDERABAD D. KRISHNA KUMAR RAJU DATE: 03-05-2021 VICE-CHAIRMAN & CEO DIN: 00115553 2 COUNTRY CONDO’S LIMITED Extra-Ordinary General Meeting Dated: 02-06-2021 NOTES: 1. As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020, Circular No. 20/2020 dated May 05, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020 and General Circular No. 39/2020 dated December 31, 2020 (collectively referred to as “MCA Circulars”). The forthcoming Extra-Ordinary General Meeting (“EGM”) will thus be held through Video Conferencing (VC) or Other Audio Visual Means (OAVM), without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 (“Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and MCA Circulars, the EGM of the Company is being held through VC/OAVM. Hence, Members can attend and participate in the ensuing EGM through VC/OAVM. 2. Pursuant to the Provisions of the Act, a Member entitled to attend and vote is entitled to appoint a proxy to attend and vote on his / her behalf and the proxy need not be a Member of the Company. Since this EGM is being held pursuant to the MCA Circulars as stated in Point No. 1 of the said Notes, through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the EGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the EGM through VC/OAVM and cast their votes through e-voting. 3. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars as stated in Point No. 1 of the said Notes, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the EGM will be provided by CDSL. 4. The Members can join the EGM in the VC/OAVM 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 EGM through VC/OAVM will be made available to atleast 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), 3 COUNTRY CONDO’S LIMITED Extra-Ordinary General Meeting Dated: 02-06-2021 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.