Email: [email protected]www.gosreefinance.com 41/889-A3,Moopen Complex, NH Bypass Service Road, Padivattom, Edappally KOCHI - 682024, Phone: +91 484 2803854 Registered Address: 41/889-A3, Moopen Complex, N.H.Bypass Service Road, Padivattom, Edappally- 682024, Kochi, Phone: 0484 2803854. CIN: U65990KL2013PLC035734 NOTICE Notice is hereby given that due to development of certain unforeseen circumstances and under the situation of lockdown declared on the state of Kerala due to the outbreak of Novel Corona viral disease, the extraordinary general meeting of the members of Gosree Finance Limited scheduled to be held on Wednesday, 25th March, 2020 at 11.30 am at Holiday Inn 33/1739 a Chakkaraparambu Junction, National Highway Bypass, Vennala, Kochi, Kerala 682028 is postponed and will now be held at 11.30 AM on Thursday, 23 rd April 2020 at the Registered Office of the Company at 41/889-A3, Moopen Complex, NH Bypass Service Road, Padivattom, Edappally, Kochi – 682 024 to transact the same business as given in the notice dated 27 th February, 2020 and circulated on 3 rd March, 2020. The EGM shall be held on the postponed date as mentioned above provided the circumstances or Government orders may not warrant otherwise. We sincerely regret the inconvenience caused to the members due to the postponement of the EGM. By Order of the Board of Directors FOR GOSREE FINANCE LIMITED Sd/- Ernakulam, 24 th March 2020. SRIPRIYA M SHENOY COMPANT SECRETARY
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41/889-A3,Moopen Complex, NH Bypass Service Road,3. Mr. Santhosh Joseph Rs.2 Crores 1111111 Rs.10 Rs.11111110 4. Mr. Subhash Padmanabhan Rs.1 Crore 555555 Rs.10 Rs.5555550 Total Rs.
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Notice is hereby given that due to development of certain unforeseen circumstances and under the situation of lockdown declared on the state of Kerala due to the outbreak of Novel Corona viral disease, the extraordinary general meeting of the members of Gosree Finance Limited scheduled to be held on Wednesday, 25th March, 2020 at 11.30 am at Holiday Inn 33/1739 a Chakkaraparambu Junction, National Highway Bypass, Vennala, Kochi, Kerala 682028 is postponed and will now be held at 11.30 AM on Thursday, 23rd April 2020 at the Registered Office of the Company at 41/889-A3, Moopen Complex, NH Bypass Service Road, Padivattom, Edappally, Kochi – 682 024 to transact the same business as given in the notice dated 27th February, 2020 and circulated on 3rd March, 2020. The EGM shall be held on the postponed date as mentioned above provided the circumstances or Government orders may not warrant otherwise. We sincerely regret the inconvenience caused to the members due to the postponement of the EGM. By Order of the Board of Directors
Notice is hereby given that due to development of certain unforeseen circumstances and under the situation of lockdown declared on the state of Kerala due to the outbreak of Novel Corona viral disease, the extraordinary general meeting of the members of Gosree Finance Limited scheduled to be held on Wednesday, 25th March, 2020 at 11.30 am at Holiday Inn 33/1739 a Chakkaraparambu Junction, National Highway Bypass, Vennala, Kochi, Kerala 682028 is postponed and will now be held at 11.30 AM on Thursday, 23rd April 2020 at the Registered Office of the Company at 41/889-A3, Moopen Complex, NH Bypass Service Road, Padivattom, Edappally, Kochi – 682 024 to transact the same business as given in the notice dated 27th February, 2020 which are re-issued as below Special business: Item No. 1 To issue shares on Preferential Basis To consider and if thought fit, to pass with or without modification(s), the following resolution as Special Resolution: “RESOLVED THAT pursuant to Section 62 (1)(c) and other applicable provisions of the Companies Act, 2013 (including statutory modifications or re-enactments thereof for the time being in force), (the “Act”), and the Companies (Share Capital and Debenture) Rules, 2014 and the Companies (Prospectus and allotment of Securities) Rules, 2014, subject to such approvals, permissions, consents and sanctions from the concerned authorities and departments, if any, as may be necessary and subject to such conditions and modifications as may be prescribed in granting such approvals, permissions, consents and sanctions, and the provisions of the Memorandum of Association and Articles of Association of the Company, and based on the valuation report prepared by M/s Capital Square Advisors Pvt Ltd , Merchant Banker and Mr. Bhavesh Mansukhbhai Rathod, Registered Valuer, the consent of the Company be and is hereby accorded to the Board of Directors of the Company to offer, issue and allot 100 lakhs ( one hundred lakhs ) equity shares of face value of Rs. 10 (Rupees Ten Only) at a premium of Rs 8 (Rupees Eight Per Share) each amounting to Rs. 18 Crores (Rs Eighteen Crores) on preferential allotment basis to persons hereunder:
2. Mr. Harikumar Rs.5 Crores 2777778 Rs.10 Rs.27777780
3. Mr. Santhosh Joseph Rs.2 Crores 1111111 Rs.10 Rs.11111110
4. Mr. Subhash Padmanabhan
Rs.1 Crore 555555 Rs.10 Rs.5555550
Total Rs. 18 Crores 1,00,00,000 Rs.10 10,00,00,000
“RESOLVED FURTHER THAT the Equity Shares so issued shall upon allotment have the same rights of voting as the existing equity shares and be treated for all other purposes pari-passu with the existing equity shares of the Company and that the equity shares so allotted shall be entitled to dividend, if any, declared including other corporate benefits, if any, for the financial year in which the allotment has been made and subsequent years.” “RESOLVED FURTHER THAT Mr. Jayakumar P.G, Managing Director & CEO and Mr T.S. Jagadeesan, Managing Director of the Company be and is hereby authorized to sign and circulate the letter of offer in Form PAS-4 along with the application form to the identified persons whose names are recorded in Form PAS-5 ie Record of Private Placement Offer.” “RESOLVED FURTHER THAT any of the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things, as may be necessary in connection with the allotment of Shares”.
To Offer, Issue And Allot Options Under Employee Stock Option Plan To consider and if thought fit, to pass the following resolution as Special Resolution. "RESOLVED THAT pursuant to the provisions of Sections 62 (1)(b) of the Companies Act, 2013 (including any statutory modifications(s) or re-enactment(s) thereof, for the time being in force), Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, as amended from time to time, all applicable rules, the articles of association of the Company, the approval of the members be and is hereby accorded, for the adoption of the employee stock option scheme, "GFL ESOP 2020" presented to the members along with its supplementary documents." "RESOLVED FURTHER THAT the Nomination and Remuneration Committee be and is hereby authorised to formulate, implement, supervise and administer the Scheme GFL ESOP 2020." "RESOLVED FURTHER THAT consent be and is hereby accorded to the Board for the issuance and allotment of up to 20,00,000 (Twenty Lakh) equity shares of Rs. 10/- each, upon exercise of the options, at book value of the Company prevailing at the time of grant of option and on such terms and conditions and upon meeting of such criteria for granting and vesting as may be fixed or determined by the Nomination and Remuneration Committee." "RESOLVED FURTHER THAT the new equity Shares to be issued and allotted by the Company in the manner aforesaid shall rank paripassu in all respects with the existing Equity Shares of the Company, unless otherwise decided by the Board" "RESOLVED FURTHER THAT the Board be and is hereby authorized to make modifications in the Plan including in any ancillary documents thereto, as it may deem fit, from time to time in its absolute discretion in conformity with the provisions of the Act, the memorandum of association and articles of association of the Company and any other applicable laws."
Item No. 3 Approval of the grant of options to any individual during any one year, equal to or exceeding one percent of the issued capital of the Company at the time of grant of option. To consider and if thought fit, to pass the following resolution as Special Resolution. “RESOLVED THAT in accordance with Regulation 6(3)(d) of the SEBI (Share Based Employee Benet) Regulations, 2014, consent of the member(s) be and is hereby accorded for the grant of Stock Options to any individual, during any one year equal to or exceeding 1% of the issued, subscribed and paid-up capital of the Company at the time of grant of option. “RESOLVED FURTHER THAT, for the purpose of giving effect to this resolution, the Board of Directors including the Nomination & Remuneration Committee be and is hereby authorized on behalf of the Company to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary or desirable for such purpose, on behalf of the Company to settle all questions, difficulties or doubts that may arise in this regard, as it may, in its absolute discretion deem fit, without being required to seek any further consent or approval of the member(s).”
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH A PROXY NEED NOT BE MEMBER OF THE COMPANY.
2. Members are requested to notify immediately any change in their Address to the Company.
3. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, setting out all the material facts and reasons in relating to the Special Businesses to be transacted at the meeting is annexed hereto.
4. The Member/Proxies should bring their attendance slip, sent herewith, duly filled in, for attending the meeting.
5. Proxy forms, in order to be effective, must be deposited at the Registered Office of the company, not later than 48 hours before the time fixed for the meeting.
6. Pursuant to section 103 of the Companies Act, 2013 atleast five members should be personally present to form quorum for a meeting of the Company.
7. Pursuant to Section 113 of the Companies Act, 2013, if a body corporate is a member of the Company, it may authorize a person by resolution of its board of directors to act as its representative at a meeting of a Company, then such a person shall be deemed to be a member present in person and counted for the purpose of quorum.
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE
COMPANIES ACT, 2013.
a) Item No. 1 Members to note that the Company proposes to issue and allot 1 crore (One Crore) equity shares representing 23.84% of the issued and paid up equity share capital of the Company post issue, for a price per share of Rs. 18 (at a premium of Rs Eight) amounting to an aggregate consideration of Rs. 18 Crs (Rupees Eighteen Crores) to persons as identified to be the investors mentioned in of the Special Resolution. It has hence become necessary to pass a special resolution under Section 62(1)(c) to give effect to this proposal. The approval of the Members is being sought for further issue of share capital on preferential allotment basis, as per the Companies (Prospectus and allotment of Securities) Rules, 2014 and Companies (Share Capital and Debenture) Rules, 2014, (“the Rules”) and under section 62 of the Companies Act, 2013. Disclosure under Rule 13 (2) (d) Companies (Share Capital and Debentures) Rules, 2014 1. The object/s of the issue through preferential offer: The purpose of the issue through preferential offer is as follows:
Funding of capital investment and for operational purpose. To drive the expansion plans of the Company To meet the working capital requirements Other general corporate purposes
2. The total numbers of shares proposed to be issued:
a. For Cash:- One Crore Equity Shares of face value Rs.10 at the rate of Rs. 18/- each.
b. Manner of issue:- Preferential Basis 3. The price at which the allotment is proposed: Rs. 18/- per share (Fully paid up) 4. Basis on which the price has been arrived at along with report of the registered valuer:-
The issue price of Rs.18 (Rupees Eighteen) per equity has been arrived at by the Board of Directors relying on the valuation report issued by the Merchant Bankers and Registered Valuer. Copy of the valuation reports are available for inspection at the registered office of the Company during the business hours. 5. Relevant date with reference to which the price has been arrived at:- Merchant Banker- 24th February 2020 Registered Valuer- 25th February 2020 6. The class or classes of persons to whom the allotment is proposed to be made: The proposed allotment is being made to the Individuals. 7. Intention of promoters, directors or key managerial personnel to subscribe to the offer: None of the promoters, directors or key managerial personal have intention to subscribe 8. Proposed Time within which Allotment shall be completed: The offer and allotment is proposed to be completed within a period of 3 months from the date of passing of special resolution by the shareholders. The Company shall complete the allotment of Equity Shares on or before the expiry of 60 days from the date of receipt of share application money. 9. The names of the proposed allottees and the percentage of preferential offer capital that may be held by them:- For Cash:-
Sl No. Name Total Value of shares (including premium)
No of shares issued at premium
Nominal
Value per
share
Total nominal value of shares issued
% of shareholding
post allotment
1 Mr. Valiyath.Thomas. John
Rs. 10 Crores 5555556 Rs.10 Rs.55555560 13.25 %
2. Mr. Harikumar Rs.5 Crores 2777778 Rs.10 Rs.27777780 6.62 %
3. Mr. Santhosh Joseph
Rs.2 Crores 1111111 Rs.10 Rs.11111110 2.65 %
4. Mr. Subhash Rs.1 Crore 555555 Rs.10 Rs.5555550 1.32 %
AREHOLDIG PATTERN POST THE CONSUMMATION OF THE T 10. Change in Control, if any in the Company: There is no change in management control of the Company intended or expected after allotment of new equity shares to the investors. Change in the shareholding pattern shall affect the overall voting power at the general meeting of the Company. 11.The number of persons to whom allotment on preferential basis has already been made during the year, in terms of number of securities as well as price: - No Preferential Allotment has been made during this financial year under consideration. 12. The justification for the allotment proposed to be made for cash together with valuation report of the registered valuer:- The objective of issue of shares is to meet its working capital requirement and further expansion plans. As per the valuation report issued by the Merchant Bankers, our share has been valued at Rs.18 per share. This is above the present book value of share also. Copy of the valuation report is available for inspection at the registered office of the Company during the business hours. Terms of Issue: The Equity Shares so issued shall upon allotment have the same rights of voting as the existing equity shares and be treated for all other purposes pari-passu with the existing equity shares of the Company and that the equity shares so allotted shall be entitled to dividend, if any, declared including other corporate benefits, if any, for the financial year in which the allotment has been made and subsequent years.
: Offer of 1,00,00,000 Equity Shares of Rs. 10/- each
at a premium of Rs.8/- each aggregating to Rs.18/-
per share-. The shares so allotted shall be ranked
pari passu with the existing shares.
Proposed time schedule : The offer and allotment is proposed to be
completed within a period of 3 months from the
date of passing of special resolution by the
shareholders.
The Company shall complete the allotment of
Equity Shares on or before the expiry of 60 days
from the date of receipt of share application
money.
Purposes or objects of
offer
: The objective of issue of shares is to meet its
working capital requirement and further
expansion plans of the Company.
Contribution being made
by the promoters or
directors either as part of
the offer or separately in
furtherance of objects
: Promoters of the Company are not participating in
the proposed offer. The promoters of the Company
are highly committed towards achieving the
company’s objectives.
Principle terms of assets
charged as securities:
: Not Applicable
None of the Directors/ key managerial personnel and their relatives is in any way concerned or interested in the above referred Resolution except to the extent of their shareholding.