June 19, 2021 DCS-CRD BSE Limited First Floor, New Trade Wing
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June 19, 2021 DCS-CRD National Stock Exchange of India Limited BSE Limited Exchange Plaza, 5th Floor First Floor, New Trade Wing Plot no. C/1, G Block Rotunda Building Bandra Kurla Complex Phiroze Jeejeebhoy Towers, Dalal Street Bandra (East) Fort, Mumbai 400 023 Mumbai 400051 Stock Code: 500032 Stock Code: BAJAJHIND Dear Sirs, Sub: Extraordinary General Meeting of the Company to be held on July 15, 2021 Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Notice convening an Extraordinary General Meeting of the Members of the Company scheduled to be held on Thursday, July 15, 2021 at 11.00 A.M. containing the business to be transacted thereat is attached herewith. As per Section 108 of the Companies Act 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Company is providing to its members the facility to cast their vote by electronic means on the resolution set forth in the Notice. The instructions for remote e-voting are mentioned in the Notice. The above may please be taken on record and suitably disseminated to all the concerned. Thanking you, Yours faithfully, For Bajaj Hindusthan Sugar Limited Kausik Adhikari Company Secretary & Compliance Officer (Membership No. ACS 18556) Encl.: As above Bajaj Hindusthan Sugar Ltd. Office: Bajaj Bhawan, 2nd Floor, Jamnalal Bajaj Marg, 226 Nariman Point, Mumbai 400021 Tel.: +91-22-22023626, 22842110| Fax: +91-22-22022238 Regd. Office: Golagokarannath, Lakhimpur Kheri, District Kheri, Uttar Pradesh 262 802, Website: www.bajahindusthan.com Tel.: +91-5876-233754/5/7/8, 233403| Fax: +91-5876-233401| Email: [email protected]| CIN: L15420UP1931PLC065243 Bajaj Hindusthan Sugar Limited CIN:L15420UP1931PLC065243 Registered Office: Golagokarannath, Lakhimpur-Kheri, District Kheri, Uttar Pradesh 262 802 Tel.: +91-5876-233754/5/7/8, 233403, Fax: +91-5876-233401 Email: [email protected]| Website:www.bajajhindusthan.com NOTICE TO SHAREHOLDERS NOTICE is hereby given that an Extraordinary General Meeting of the Members of Bajaj Hindusthan Sugar Limited will be held on Thursday, July 15, 2021 at 11.00 A.M. at the Conference Hall, General Office, Bajaj Hindusthan Sugar Limited, Golagokarannath, Lakhimpur-Kheri, District Kheri, Uttar Pradesh – 262 802, to transact the following businesses: SPECIAL BUSINESS: 1. ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS TO PROMOTER/PROMOTER GROUP ENTITY OF THE COMPANY, ON CONVERSION OF EXISTING UNSECURED LOAN To consider and if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 23(1)(b), 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 (‘Companies Act’), read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other relevant rules framed thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), in accordance with the guidelines, rules and regulations of the Securities and Exchange Board of India (‘SEBI’), including the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (‘SEBI ICDR Regulations’), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, provisions of the Listing Agreement entered into by the Company with the Stock Exchange(s) where the shares of the Company are listed, the provisions of Memorandum and Articles of Association of the Company and subject to other applicable rules and regulations and the approvals, consents, permissions and/ or sanctions, as may be required from the SEBI, Stock Exchange(s) and any other relevant statutory and subject to such terms, conditions, alterations, corrections, changes, variations and/ or, modifications, if any, as may be prescribed by any one or more or all of them in granting such approvals, consents, permissions and/ or sanctions and which may be agreed by the Board of Directors of the Company (hereinafter referred to as the ‘Board’ which term shall deem to include any committee which the Board has constituted or may constitute to exercise one or more of its powers, including the powers conferred by this resolution), the consent of the Members of the Company (“Members”) be and is hereby accorded to the Board to create, issue, offer and allot 14,38,00,000 (Fourteen crore thirty eight lakh) equity shares of face value of ` 1/- (Rupee One only) each fully paid up, on a preferential basis, at a price of `13.28 (Rupees Thirteen and twenty eight paise only) (including premium of `12.28 each) per equity share in accordance with Regulation 164 of the SEBI ICDR Regulation and applicable law on preferential basis aggregating to ` 190,96,64,000/- (Rupees One hundred ninety crore ninety six lakh sixty four thousand only), by way of conversion of existing outstanding unsecured loan extended by the promoters as a part of promoters contribution to the Restructuring Package approved by the “Joint Lenders Forum” (JLF) (Company’s bankers), in such manner and on such other terms and conditions, as may be approved or finalized by the Board, to the following Promoter / Promoter Group Entity (hereinafter also known as ‘Proposed Allottees’) as detailed herein below: Name of the Proposed Allottees Category Outstanding loan Conversion of No. of Shares to ( `) loan ( `) be allotted Kushagra Bajaj Promoter 110,50,00,000 110,49,99,996 8,32,07,831 SKB Roop Commercial LLP Promoter Group entity 89,50,00,000 80,46,64,004 6,05,92,169 Total 200,00,00,000 190,96,64,000 14,38,00,000 “RESOLVED FURTHER THAT the ‘Relevant Date’ for determining the price of the equity shares being allotted to the Proposed Allottees in accordance with the Regulation 161(a) of the SEBI ICDR Regulations, is Tuesday, June 15, 2021, being the date, which is 30 days prior to the date on which the meeting of the shareholders will be held to consider the proposed preferential issue.” “RESOLVED FURTHER THAT without prejudice to the generality of the above, the issue of equity shares to be allotted in terms of this resolution shall be subject to applicable laws as well as the Memorandum and Articles of Association of the Company and shall be made fully paid up at the time of allotment and shall rank pari-passu with the existing equity shares of the Company in all respects and the same shall be subject to lock-in for such period as may be prescribed under Chapter V of the SEBI ICDR Regulations and any other applicable law for the time being in force.” “RESOLVED FURTHER THAT the equity shares shall be issued and allotted by the Company to the Proposed Allottees in dematerialized form within a period of 15 (Fifteen) days from the date of receipt of Members’ approval, provided that, where the issue and allotment of the said equity shares is pending on account of pendency of any approval by any Regulatory Authority (including, but not limited to the National Stock Exchange of India Limited, BSE Limited and/or SEBI), the issue and allotment shall be completed within a period of 15 (Fifteen) days from the date of receipt of last of such approvals.” “RESOLVED FURTHER THAT the equity shares issued to the Proposed Allottees shall be listed on the stock exchanges where the existing equity shares of the Company are listed.” “RESOLVED FURTHER THAT the Board be and is hereby authorized to make an offer to the Proposed Allottees through private placement offer letter in Form PAS – 4 as prescribed under the Companies Act after passing of this resolution with a stipulation that the allotment would be made only upon receipt of in-principle approval from the Stock Exchange(s) i.e., BSE Limited and National Stock Exchange of India Limited and within the timelines prescribed under the applicable laws.” 1 “RESOLVED FURTHER THAT the Board be and is hereby authorized to accept any modification(s) in the terms of issue of Equity Shares, subject to the provisions of the Act and the SEBI ICDR Regulations, without being required to seek any further consent or approval of the Members.” “RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board be and is hereby, singly and / or severally, authorized to take all such actions and do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient to the issue or allotment of aforesaid shares and listing thereof with the Stock Exchanges as appropriate, filing of requisite documents with the Registrar of Companies, Depositories and/ or such other authorities as may be necessary for the purpose, to decide and approve the other terms and conditions of the preferential issue of the aforesaid equity shares, to vary, modify or alter any of the terms and conditions, subject to the provisions of the Companies Act, the SEBI ICDR Regulations and/or any other laws and regulations, and to resolve and settle all questions and difficulties that may arise in the proposed issue, offer and allotment, utilization of issue proceeds, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution.” “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/ Officers of the Company (as it may consider appropriate) to give effect to the aforesaid resolution.” By Order of the Board of Directors Kausik Adhikari Company Secretary (Membership No.