Postal Ballot Notice
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National Oxygen Limited CIN: L24111TN1974PLC006819 DOOR NO. S-1, ALSA MALL, NO.4, (OLD NO.149) MONTIETH ROAD, EGMORE CHENNAI-600008 email:[email protected] Website: www.nolgroup.com POSTAL BALLOT NOTICE Notice is hereby given that pursuant to Sections 108 ,110 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) read with Rule 22 of the Companies (Management and Administration) Rules, 2014, (the “Rules”), Regulation 44 of the Securities & Exchange Board of India (Listing Obligations & Disclosures Requirement) Regulations, 2015 (the “SEBI Listing Regulations”), including any statutory modification(s), clarification(s), substitution(s) or re-enactment(s) to each of the foregoing, for the time being in force, guidelines prescribed by the Ministry of Corporate Affairs (the “MCA”), Government of India, for holding general meetings/conducting postal ballot process through e-voting vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020 , 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020 (the “MCA Circulars”) in view of COVID-19 pandemic and any other applicable laws and regulations, the following items of special business are proposed to be passed by the Members of National Oxygen Limited (the “Company”) through Postal Ballot via remote electronic voting (e-voting). ITEM NO 1: To approve the revised terms of existing Loan borrowed by the Company from M/s. Saraf Housing Development Private Limited in accordance with the provisions of Companies Act, 2013 To consider and if thought fit, to pass the following Resolution, with or without modification as a Special Resolution: “RESOLVED THAT pursuant to the applicable provisions of Companies Act 2013, the terms of existing loan borrowed from M/s. Saraf Housing Development Private Limited of Rs. 18,35,02,825be and is hereby revised to contain the fresh terms of borrowing as defined in the explanatory statement in detail including the term of conversion into Equity shares as per the provisions of the Companies Act, 2013. “RESOLVED FURTHER THAT the Board of Directors be and is here by authorized to negotiate and finalize the terms with the lenders and to sign requisite documents as may be found necessary, modify or amend the documents where necessary and do all National Oxygen Limited CIN: L24111TN1974PLC006819 DOOR NO. S-1, ALSA MALL, NO.4, (OLD NO.149) MONTIETH ROAD, EGMORE CHENNAI-600008 email:[email protected] Website: www.nolgroup.com such other acts, deeds, things and undertaking as may be necessary for giving effect to the above resolution. ITEM NO 2: Issue of Compulsorily Convertible preference shares on preferential basis by converting the loan (partially) borrowed by the Company: 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 Section 23,42, 55, 62(3) and all other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Prospectus and Allotment of Securities) Rules, 2014 and Companies (Share Capital and Debentures) Rules, 2014 (including any statutory modification(s) or re- enactment(s) thereoffor the time being in forceSEBI(Listing Obligations and Disclosure Requirements),2015 and pursuant to the provisions of Memorandum and Articles of Association of the Company and the regulations / guidelines, if any, prescribed by any relevant authorities from time to time, to the extent applicable, and pursuant to the loan agreement dated 2nd September 2014 and subject to the approval of Item No.1, Consent of the Company be and is hereby accorded to the Board of Directors for the issue of Compulsory Convertible Preference Shares of face value Rs.100for an amount not exceeding Rs. 12,00,00,000 (Rupees Twelve Crores Only) to M/s. Saraf Housing Development Private Limited having registered office at Door No. S-1,Alsa mall, No.4, (Old No.149) Montieth road, Egmore, Chennai-600008 having CIN U70101TN2000PTC045086 at par on such terms and conditions, as may be approved by the Board of Directors and as per notice of conversion given by the lender. “RESOLVED FURTHER THAT in accordance with the Provisions of Section 55 and other applicable provisions, if any of the Companies Act,2013 read with the Companies (Share Capital and Debentures) Rules, 2014including any amendment(s), statutory modification(s) or re-enactment(s) thereof, the particulars in respect of the offer of CCPS are as under: i) CCPS carry a preferential right vis-à-vis Equity Shares of the Company with respect to payment of dividend and repayment in case of a winding up or repayment of capital; National Oxygen Limited CIN: L24111TN1974PLC006819 DOOR NO. S-1, ALSA MALL, NO.4, (OLD NO.149) MONTIETH ROAD, EGMORE CHENNAI-600008 email:[email protected] Website: www.nolgroup.com ii) CCPS shall be non-participating in the surplus funds: iii) CCPS shall be non-participating in surplus assets and profits which may remain after the entire capital has been repaid, on winding up of the Company; iii) Holders of CCPS shall be paid dividend on a cumulative basis; iv) CCPS shall be convertible into equity shares at the option of Saraf Housing Development Private Limited within a period of 20 years from the date of allotment at a price determined on the relevant datewhich shall not be lower than the fair price as determined by a Registered Valuer; v) CCPS shall carry voting rights as per the provisions of Section 47(2) of the Companies Act,2013 as amended; vi) CCPS shall be locked in for a period of 3 years from the date of conversion; vi) CCPS shall carry a coupon rate of 8.25% p.a RESOLVED FURTHER THAT the Board of Directors or any other person so authorized by the Board, be and is hereby authorized severally, on behalf of the Company, to do all such acts, deeds and things and take all such steps and actions, execute all such deeds, documents and writings and also give such directions, as it may in its absolute discretion deem fit, including paying such fees and incurring such expenses in relation thereto and file documents, forms, etc. as required with the regulatory/ statutory authorities and authorize the officers of the Company for the aforesaid purpose, as deemed fit and to settle any questions, difficulties or doubts that may arise in this regard without requiring the Board to secure any further consent or approval of the Members of the Company.” For M/s. National Oxygen Limited Rajesh Kumar Saraf Director DIN: 00007353 Place: Chennai Date: 02.02.2021 National Oxygen Limited CIN: L24111TN1974PLC006819 DOOR NO. S-1, ALSA MALL, NO.4, (OLD NO.149) MONTIETH ROAD, EGMORE CHENNAI-600008 email:[email protected] Website: www.nolgroup.com NOTES: 1. An explanatory statement pursuant to Section 102 of the Companies Act, 2013, setting out all material facts relating to the resolution in this Notice are appended herein below for your information and consideration and the same shall be considered as part of this Notice. 2. All relevant documents referred to in this Notice requiring the approval of the Members shall be available for inspection by the Members. Members who wish to inspect the documents are requested to send an e-mail to [email protected] mentioning their name, Folio No. / Client ID and DP ID, and the documents they wish to inspect, if any, with a self-attested copy of their PAN card attached to the e-mail. 3. The Company has appointed Mrs. Lakshmmi Subramanian, Lakshmmi Subramanian & Associates, as Scrutinizer for conducting the postal ballot process in a fair and transparent manner 4. On account of the outbreak of the COVID-19 pandemic, the Company is sending the Postal Ballot Notice in electronic form only, instead of dispatching hard copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope to the Members. 5. The Postal Ballot Notice is being sent by e-mail to all Members, whose names appear in the Register of Members/Register of Beneficial Owners maintained by the Depository Central Depository Services (India) Limited (the “CDSL”) as on 29thJanuary 2021 (the “Cut-Off Date”) and who have registered their e-mail addresses, in respect of electronic holdings, with the Depository through the concerned Depository Participants and in respect of physical holdings, with the Registrar and Share Transfer Agent of the Company, Cameo Corporate Service Limited (the “RTA”), in accordance with the provisions of the Companies Act, 2013, read with the Rules made thereunder and the framework provided under the MCA circulars. This Notice is also available at the Company’s website: www.nolgroup.com. 6. The Cut-Off Date is for determining the eligibility to receive this Notice and to vote by electronic means. Only a person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-Off Date shall be entitled to avail the facility of remote e-voting. A National Oxygen Limited CIN: L24111TN1974PLC006819 DOOR NO. S-1, ALSA MALL, NO.4, (OLD NO.149) MONTIETH ROAD, EGMORE CHENNAI-600008 email:[email protected] Website: www.nolgroup.com person who is not a Member as on the Cut-Off Date should treat this Notice for information purpose only. 7. In compliance with the provisions of Sections 108 and 110 and other applicable provisions of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI Listing Regulations as amended from time to time and the MCA Circulars, the Company is pleased to offer remote e-voting facility to all the Members of the Company to cast their votes.