NOTICE NOTICE is hereby given that the Fifteenth Annual General Meeting of members of ADHUNIK METALIKS LIMITED will be held on Friday, 30th Day of September, 2016 at 3.00 P.M. at Rourkela Chamber of Commerce & Industry, Chamber Bhawan, Chamber Road, Rourkela-769004, Odisha to transact the following business:- ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Balance Sheet as at March 31, 2016, the Statement of Profit & Loss for the year ended on that date and the Reports of the Board of Directors' and Auditors' thereon. 2. To appoint a Director in place of Shri Ghanshyam Das Agarwal (DIN: 00507800) who retires by rotation, and is eligible for re-appointment. 3. To appoint a Director in place of Shri Mohan Lal Agarwal (DIN: 01047906) who retires by rotation, and is eligible for re-appointment. 4. To ratify the appointment of the Statutory Auditors and in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section- 139 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and Rules framed thereunder (including any statutory modification(s), or re-enactment thereof for the time being in force) M/s. Das & Prasad, Chartered Accountants having registration no. 303054E, be and are hereby appointed as Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company at such remuneration plus service tax, out-of-pocket, travelling and living expenses, etc., as may be mutually agreed between the Board of Directors of the company and the Auditors.” SPECIAL BUSINESS: 5. Increase the Authorized Capital of the Company by way of Creation of new 15,00,00,000 Shares of ` 10 each aggregating to ` 150,00,00,000 (Indian Rupees One Hundred and Fifty Crores only) To consider, and if thought fit, to pass with or without modifications the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 13, 61 and 64 of the companies Act, 2013 and other applicable provisions, if any, and the provisions of the Memorandum and Articles of Association of the Company the Authorised Capital of the Company, of ` 145,20,00,000 divided into 14,52,00,000 (Fourteen Crores Fifty Two Lacs only) Equity Shares of `10/-(Rupees Ten each) be and is hereby increased to ` 295,20,00,000 divided into 29,52,00,000 Equity Shares of ` 10/- (Rupees Ten each). “RESOLVED FURTHER THAT Board of Director of the company be and is hereby authorized to do all such acts and to take such steps, as may be necessary, to give effect to the resolution.” 6. Change in the Capital Clause No. V of the Memorandum of Association of the Company due to the Increase in the Authorized Capital To consider, and if thought fit, to pass with or without modifications the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to Section 13 and all other applicable provisions, if any, of the Companies Act, 2013, the existing Clause V of the Memorandum of Association of the Company as to Authorised Share Capital be and is hereby substituted in its place and stead as under: V. The Authorised Capital of the Company is ` 295,20,00,000 (Rupees Two Hundred Ninety Five Crore Twenty Lacs) divided into 29,52,00,000 equity shares of ` 10/- each with the power to increase and reduce the capital to the Company and to divide the share in capital for the time being into several classes and to attach thereto respectively the preferential, qualified or special rights, privileges or conditions as, may be determined by or in accordance with the regulations of the Company and to vary modify or abrogate any such rights, privileges or conditions in such manner as may for the time being be provided by the regulations of the Company and to consolidate or sub-divide the shares and issue shares or higher or lower denominations.” 7. To execute the Strategic Debt Restructuring Scheme pursuant to the guidelines of RBI to the tune of ` 5500 crores from Lenders. ADHUNIK METALIKS LIMITED CIN:- L28110OR2001PLC017271 Regd. Office:- Chadri Hariharpur, P.O.- Kuarmunda, Sundargarh, Odisha -770039 Website:- www.adhunikgroup.com, email id:- [email protected]01 Adhunik Notice 15-16 (NCH)
14
Embed
Adhunik Notice 15-16 · 2016. 9. 9. · Website:- , email id:- [email protected] 01 Adhunik Notice 15-16 (NCH) To consider, and if thought fit, to pass with or
This document is posted to help you gain knowledge. Please leave a comment to let me know what you think about it! Share it to your friends and learn new things together.
Transcript
NOTICENOTICE is hereby given that the Fifteenth Annual General
Meeting of members of ADHUNIK METALIKS LIMITED will be
held on Friday, 30th Day of September, 2016 at 3.00 P.M. at
Rourkela Chamber of Commerce & Industry, Chamber Bhawan,
Chamber Road, Rourkela-769004, Odisha to transact the
following business:-
ORDINARY BUSINESS
1. To receive, consider and adopt the Audited Balance Sheet
as at March 31, 2016, the Statement of Profit & Loss for the
year ended on that date and the Reports of the Board of
Directors' and Auditors' thereon.
2. To appoint a Director in place of Shri Ghanshyam Das
Agarwal (DIN: 00507800) who retires by rotation, and is
eligible for re-appointment.
3. To appoint a Director in place of Shri Mohan Lal Agarwal
(DIN: 01047906) who retires by rotation, and is eligible for
re-appointment.
4. To ratify the appointment of the Statutory Auditors and in
this regard, to consider and if thought fit, to pass the
following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section-
139 and other applicable provisions, if any, of the Companies
Act, 2013 (“Act”) and Rules framed thereunder (including
any statutory modification(s), or re-enactment thereof for
the time being in force) M/s. Das & Prasad, Chartered
Accountants having registration no. 303054E, be and are
hereby appointed as Statutory Auditors of the Company, to
hold office from the conclusion of this Annual General
Meeting until the conclusion of the next Annual General
Meeting of the Company at such remuneration plus service
tax, out-of-pocket, travelling and living expenses, etc., as
may be mutually agreed between the Board of Directors of
the company and the Auditors.”
SPECIAL BUSINESS:
5. Increase the Authorized Capital of the Company by way
of Creation of new 15,00,00,000 Shares of ` 10 each
aggregating to ` 150,00,00,000 (Indian Rupees One
Hundred and Fifty Crores only)
To consider, and if thought fit, to pass with or without
modifications the following resolution as an Ordinary
Resolution:
“RESOLVED THAT pursuant to the provisions of Section 13,
61 and 64 of the companies Act, 2013 and other applicable
provisions, if any, and the provisions of the Memorandum
and Articles of Association of the Company the Authorised
Capital of the Company, of ` 145,20,00,000 divided into
14,52,00,000 (Fourteen Crores Fifty Two Lacs only) Equity
Shares of `10/-(Rupees Ten each) be and is hereby increased
to ` 295,20,00,000 divided into 29,52,00,000 Equity Shares
of ` 10/- (Rupees Ten each).
“RESOLVED FURTHER THAT Board of Director of the
company be and is hereby authorized to do all such acts
and to take such steps, as may be necessary, to give effect
to the resolution.”
6. Change in the Capital Clause No. V of the Memorandum
of Association of the Company due to the Increase in
the Authorized Capital
To consider, and if thought fit, to pass with or without
modifications the following resolution as an Ordinary
Resolution:
“RESOLVED THAT pursuant to Section 13 and all other
applicable provisions, if any, of the Companies Act, 2013,
the existing Clause V of the Memorandum of Association of
the Company as to Authorised Share Capital be and is hereby
substituted in its place and stead as under:
V. The Authorised Capital of the Company is
` 295,20,00,000 (Rupees Two Hundred Ninety Five Crore
Twenty Lacs) divided into 29,52,00,000 equity shares of `
10/- each with the power to increase and reduce the capital
to the Company and to divide the share in capital for the
time being into several classes and to attach thereto
respectively the preferential, qualified or special rights,
privileges or conditions as, may be determined by or in
accordance with the regulations of the Company and to
vary modify or abrogate any such rights, privileges or
conditions in such manner as may for the time being be
provided by the regulations of the Company and to
consolidate or sub-divide the shares and issue shares or
higher or lower denominations.”
7. To execute the Strategic Debt Restructuring Scheme
pursuant to the guidelines of RBI to the tune of ` 5500
Karvy’s toll free No. 1-800-34-54-001 for any further
clarifications.
b. You can also update your mobile number and e-mail id
in the user profile details of the folio which may be used
for sending future communication(s).
c. The remote e-voting period commences on
27th September, 2016 (09.00 A.M. IST) and ends on
Adhunik Notice 15-16 (NCH)
Adhunik Metaliks Limited
07Adhunik Notice 15-16 (NCH)
29th September, 2016 (05.00 P.M.IST). During this period,
Members of the Company, holding shares either in
physical form or in dematerialized form, as on the cut-
off date of 23rd September, 2016, may cast their votes
electronically. A person who is not a Member as on the
cut-off date should treat this Notice for information
purposes only. The remote e-voting module shall be
disabled for voting thereafter. Once the vote on a
resolution(s) is cast by the Member, the Member shall
not be allowed to change it subsequently.
d. The voting rights of Members shall be in proportion to
their share of the paid up equity share capital of the
Company as on the cut-off date i.e. 23rd September,
2016.
e. In case a person has become a Member of the Company
after dispatch of AGM Notice but on or before the cut-
off date for E-voting i.e., 23rd September, 2016, he/she
may obtain the User ID and Password in the manner as
mentioned below :
i. If the mobile number of the member is registered against
Folio No./ DP ID Client ID, the member may send SMS:
MYEPWD <space> E-Voting Event Number+Folio No. or
DP ID Client ID to 9212993399
Example for NSDL:
MYEPWD <SPACE> IN12345612345678
Example for CDSL:
MYEPWD <SPACE> 1402345612345678
Example for Physical:
MYEPWD <SPACE> XXXX1234567890
ii. If e-mail address or mobile number of the member is
registered against Folio No. / DP ID Client ID, then on
the home page of https://evoting.karvy.com, the
member may click “Forgot Password” and enter Folio
No. or DP ID Client ID and PAN to generate a password.
iii. Member may call Karvy’s toll free number 1800-3454-
001.
iv. Member may send an e-mail request to . However, Karvy
shall endeavour to send User ID and Password to those
new Members whose mail ids are available.
PROCEDURE AND INSTRUCTIONS FOR WEB CHECK-
IN/ATTENDANCE REGISTRATION
Web Check- in / Attendance Registration: Members are
requested to tender their attendance slips at the registration
counters at the venue of the AGM and seek registration
before entering the meeting hall. Alternatively, to facilitate
hassle free and quick registration/entry at the venue of the
AGM, the Company has provided a Web-Check in facility
through Karvy’s website. Web Check-in on the Karvy’s
website enables the Members to register attendance online
in advance and generate Attendance Slip without going
through the registration formalities at the registration
counters.
Procedure of Web Check-in is as under:
a. Log on to and click on “Web Checkin for General
Meetings (AGM/EGM/CCM)”.
b. Select the name of the company: Name of the Company
c. Pass through the security credentials viz., DP ID/Client
ID/Folio no. entry, PAN No & “CAPTCHA” as directed by
the system and click on the submission button.
d. The system will validate the credentials. Then click on
the “Generate my attendance slip” button that appears
on the screen.
e. The attendance slip in PDF format will appear on the
screen. Select the “PRINT” option for direct printing or
download and save for the printing.
f. A separate counter will be available for the online
registered Members at the AGM Venue for faster and
hassle free entry and to avoid standing in the queue.
g. After registration, a copy will be returned to the Member.
h. The Web Check-in (Online Registration facility) is
available for AGM during e-voting Period only i.e., 27th
September, 2016 (09.00 A.M. IST) to 29th September,
2016 ( 05.00 P.M. IST).
i. The Members are requested to carry their valid photo
identity along with the above attendance slip for
verification purpose.
These details and instructions form an integral part of the
Notice calling 15th Annual General Meeting to be held on
Friday, 30thday of September, 2016 at 3:00 P.M. at Rourkela
Chamber of Commerce & Industry, Chamber Bhawan,
Chamber Road, Rourkela-769004, Odisha.
16. I n fo r m a t i o n re l a t i n g t o D i re c t o r ( s ) s e e k i n g
appointment/reappointment at the forthcoming 15th
Annual General Meeting as required under Clause 49 of the
Listing Agreement with the Stock Exchange(s) form integral
part of the Notice. The Directors have furnished the requisite
declarations for their appointment/re-appointment.
By Order of the Board of Directors
Place: Kolkata Sanjay Dey
Dated: 02nd September, 2016 Company Secretary
Adhunik Metaliks Limited
08Adhunik Notice 15-16 (NCH)
Item No. 5
Pursuant to the Strategic Debt Restructuring (SDR) implemented
by lenders of the Company, a part of debt is proposed to be
converted into fully paid equity shares of the Company. The
proposed conversion of loan into equity shares of the Company
would be in accordance with the financial package proposed
to be implemented by the Lenders of the Company in
accordance with Reserve Bank of India Circular on Strategic
D e b t R e s t r u c t u r i n g u n d e r N o R B I / 2 0 1 4 - 1 5 / 6 2 7
DBR.BP.BC.No.101/21.04.132/2014-15, dated June 8th 2015. To
accommodate the increased issued capital in view of such
allotment of fresh equity shares, the Authorised Share Capital
needs to be increased from existing 145.20 Crores to 295.20
Crores by creation of additional 15 Crores shares of face value
of ` 10 each.
The consent of shareholders is required for increasing the
authorized share capital of the Company. Accordingly, Your
Directors recommend the passing of the resolution as set out
in item no.5 of this notice as an Ordinary Resolution.
None of the Directors or Key Managerial Personnel (KMPs) of
the Company or their relatives is concerned or interested in the
resolution.
Item No. 6
Consequent to increase in authorized share capital of the
Company, it is necessary to make amendments /
replacements/alterations in the existing Clause-V of the
Memorandum of Association of the Company. Therefore, it is
also proposed to make the required amendments/
replacements/alterations in the existing Memorandum of
Association of the Company as per the resolution as set out in
item No. 6 to this notice.
None of the Directors or Key Managerial Personnel (KMPs) of
the Company or their relatives is concerned or interested in the
resolution.
Item No. 7 & 8
Your company has availed financial assistance from banks/
financial institutions (the “Lenders”) for the purposes set forth
in the respective financing documents entered into amongst,
inter alia, the Company and the Lenders. Owing to adverse
market conditions prevailing in the steel industry and
consequent impact on operations, the Company has not been
able to perform satisfactorily, leading to significant decline in
the operating profits and liquidity in the Company and
consequently, the Company has not been able to service its
maturing liabilities. The Lenders had accordingly implemented
Corporate Debt Restructuring in the past in order to resolve the
stress in the account of the Company. However, the Company
did not perform satisfactorily under the Corporate Debt
Restructuring (“CDR Scheme”) as milestones of performance
set under CDR Scheme could not be met with by the Company
and performances further deteriorated due to continuous fall
in demand and pricing of steel and therefore, the JLF has finally
decided to invoke the provisions of strategic debt restructuring
in terms of the RBI Circular. In terms o f t h e RBI Circular reference
No. DBR.BP.BC.No.101/21.04.132/2014-15 dated June 08, 2015,
the Lenders, upon invoking the provisions of strategic debt
restructuring(SDR) in terms of the SDR Circular, have a right to
convert whole or part of their outstanding due amounts into
equity share capital of the Company so as to collectively hold,
not less than 51% or more of the equity share capital of the
Company. Consequent to this lenders have the right to divest
their holdings in the equity of the Company in form of a new
promoter. In terms of the SDR Circular, the price of the equity
shares to be allotted to the Lenders pursuant to the invocation
of strategic debt restructuring is required to be calculated on
the basis of a 'Fair Value' which shall not exceed the lowest of
the following, subject to the floor of 'Face Value' (in terms of
the restriction under section 53 of the Companies Act, 2013):
(a) Market value: Average of the closing prices of the equity
shares on a recognized stock exchange during the ten
trading days preceding the 'reference date' indicated below;
(b) Break-up value: Book value per share to be calculated from
the Company's latest audited balance sheet (without
considering 'revaluation reserves', if any) adjusted for cash
flows and financials post the earlier restructuring; the balance
sheet should not be more than a year old. In case the latest
balance sheet is not available this breakup value shall be
` 1.
The above Fair Value will be decided at a 'reference date' which
is the date of JLF's decision to undertake strategic debt
restructuring, which in the present case is August July 26, 2016.
In terms of SEBI Circular, bearing no. SEBINRO/OIAE/GN/2015-
16/00 dated 5th May, 2015, the provisions of Chapter VII of SEBI
(ICDR) Regulations, 2009 are not applicable to any allotments
to be made to banks and financial institutions pursuant to a
Strategic Debt Restructuring Scheme, subject to the fulfillment
of following conditions:
a) The conversion price shall be determined in accordance
with the guidelines specified by the Reserve Bank of India
for strategic debt restructuring scheme, which shall not be
EXPLANATORY STATEMENT
(Pursuant To Section 102 of the Companies Act, 2013)
Forming part of the AGM Notice dated 2nd September, 2016.
The Details as required under Rule 15 of the Companies (Meetings of Boards and its Powers) Rules, 2014 are as below:
Sl. Name of Party Nature of Nature of Item Manner of EstimatedNo. Relationship Contract price Value
determination (` in Crore)
1 Orissa Manganese & Wholly owned Purchase of Iron Ore, Iron Ore Arms length 100.00Minerals Ltd Subsidiary Goods and Concentrated, pricing
Service Manganese Ore & Pellet,Misc Stores and Spares
2 Orissa Manganese & Wholly owned Sale of Goods TMT, Rolled Product, Arms length 20.00Minerals Ltd Subsidiary and Service Coke, Misc Stores Spares pricing
3 Adhunik Alloys & Enterprises over Purchase of Sponge Iron, Billet, Coal, Arms length 40.00Power Ltd. which Key Goods and Misc Stores and Spares pricing
I/We certify that I/we am/are the registered shareholder/proxy for the registered shareholder of the company. I/We hereby recordmy/our presence at the Fifteenth Annual General Meeting of the Company to be held on Friday, 30th September, 2016 at 3:00 P.M. atRourkela Chamber of Commerce & Industry, Chamber Bhawan, Chamber Road, Rourkela-769004, Odisha.
Name of the Member/proxy (in BLOCK letters) Signature of Shareholder/ Proxy Present
Note:- Please fill up this attendance slip and hand it over at the entrance of the meeting hall. Shareholder are informed that no duplicateattendance slips will be issued at the venue of the meeting, Members are requested to bring their copies of the annual report to themeeting.
Fifteenth Annual General MeetingFriday, 30th September, 2016at 3:00 P.M.
ATTENDANCE SLIP
as my / our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 15th Annual General meeting of the company,to be held on Friday, 30th September, 2016 at 3:00 P.M. at Rourkela Chamber of Commerce & Industry, Chamber Bhawan, Chamber Road,Rourkela-769004, Odisha and at any adjournment(s) thereof, in respect of the resolutions, as indicated below:-
Resolution Description of Resolution VOTE
No. For Against Abstain
ORDINARY BUSINESS
1 Adopt the Audited Balance Sheet as at March 31, 2016, the Statement of Profit & Loss for theyear ended on that date and the Reports of the Board of Directors’ and Auditors’ thereon
2 To appoint a Director in place of Mr. Ghanshyam Agarwal (DIN:- 00507800) who retires byrotation, and is eligible for re-appointment..
3 To appoint a Director in place of Mr. Mohan Lal Agarwal (DIN:- 01047906) who retires by rotation,and is eligible for re-appointment
4 Appointment of Auditors and fixing of their remuneration for F.Y. 2016-17.
SPECIAL BUSINESS
5 Increase the Authorised Capital of the Company by way of creation of new 15,00,00,000 sharesof ` 10/- each aggregating to ` 150,00,00,000/-.
6. Change in the Capital Clause No. V of the Memorandum of Association of the Company due tothe increase in the Authorised Capital.
7 To execute the Strategic Debt Restructuring Scheme pursuant to the guidelines of RBI to thetune of ` 5500 Crores from Lenders.
8 Conversion of debt into equity shares and issue of equity shares pursuant to section 42 & 62of the Companies Act, 2013.
9 To ratify the remuneration of the Cost Auditors for the financial year ending March31, 2017.
10 To approve related party transactions for the Financial year 2016-17.
Signed this day of 2016.
Signature of Shareholder(s) Signature of Proxyholder(s)
Note:- This form of Proxy in order to be effective should be duly completed and deposited at the Registered office of the Company, notless than 48 hours before the commencement of meeting.
I/ we being the member(s), holding shares of above named company hereby appoint