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 AN EXTRAORDINARY GENERAL MEETING OF THE MEMBERS OF GOSREE FINANCE LIMITED WILL 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 TO TRANSACT THE FOLLOWING BUSINESS: 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:
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NOTICE NOTICE IS HEREBY GIVEN THAT AN … notice upload 25-03-20.pdf3. Mr. Santhosh Joseph Rs.2 Crores 1111111 Rs.10 Rs.11111110 4. Mr. Subhash Rs.1 Crore 555555 Rs.10 Rs.5555550 Total
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NOTICE IS HEREBY GIVEN THAT AN EXTRAORDINARY GENERAL MEETING OF THE MEMBERS OF GOSREE FINANCE LIMITED WILL 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 TO TRANSACT THE FOLLOWING BUSINESS: 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 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 %
4. Mr. Subhash Rs.1 Crore 555555 Rs.10 Rs.5555550 1.32 %
Total Rs. 18 Crores
1,00,00,000 Rs.10 10,00,00,000 23.84%
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.
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. The Board of directors recommends the resolution as set out at Item No. 1 for the approval of members as a special resolution.
b) Item No.2
The proposed Special Resolution set out at Item No. 2 is an enabling resolution
authorizing the Board to offer, issue and allot options under employee stock
option plan.
The consent of the members is sought to authorize the Board to issue the equity
shares under the employee stock option plan as aforesaid. A draft of the GFL
Employee Stock Option Scheme 2020 (GFL ESOP 2020) along with its
supplementary documents are available at the registered office of the Company
for inspection by the members of the Company during the business hours.
GFL ESOP 2020 would be administered under the control and monitoring of the
Nomination and Remuneration Committee of the Board and under guidance
from the Board from time to time.
For accounting for the Employee Stock Options the Company will follow the
applicable Accounting Standards.
The grant of options as proposed in the Resolution amounts to 4.55 % of the
issued Capital (Post private placement and ESOP issues) of the Company.
None of the Directors, Managers, and other key managerial personnel, and their
relatives are concerned or interested in the aforementioned resolutions of the
Company, except to the extent of any option that may be offered or securities
that may be issued to them under the Scheme.
The additional information in terms of Chapter IV Companies (Share Capital and
I/We, being the member (s) of _________________ shares of the above named company, hereby appoint
1 Name
Address
E-Mail ID
Signature
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Extra
Ordinary General Meeting of the company, to be held on Wednesday, 25th day of March, 2020,
at 11.30 am at Holiday Inn, Chakkaraparambu Junction, National Highway Bypass, Vennala,
Kochi, Kerala 682028 and at any adjournment thereof in respect of such resolutions as are
indicated below:
Special Business For Against
Item. No. 1 To issue shares on Preferential Basis
Item. No. 2
To Offer, Issue And Allot Options Under Employee Stock Option Plan
Item. No. 3
Approval of the grant of options to the identified employees during any one year, equal to or exceeding one percent of the issued capital of the Company at the time of grant of option.
Signed this…… day of _____________, 2020 Signature of Shareholder: Signature of Proxy holder(s):
Members or their proxies are requested to present this form for admission, duly signed.
Regd. Folio No.*
No. of Shares
Name(s) in Full Father’s/Husband’s Name Address as Regd. with the Company
I/WE HEREBY RECORD MY/OUR PRESENCE AT THE ANNUAL GENERAL MEETING OF THE COMPANY BEING HELD ON WEDNESDAY 25TH DAY OF MARCH, 2020, AT 11.30 AM AT HOLIDAY INN, CHAKKARAPARAMBU JUNCTION, NATIONAL HIGHWAY BYPASS, VENNALA, KOCHI, KERALA. Please (TICK SIGN) in the box
Member’s/Proxy’s Signature**
** Please strike out whichever is not applicable Note: 1) Members are requested to bring their copies of the Annual Report to the meeting, since further copies will not be available.
2) The Proxy, to be effective should be deposited at the Registered Office of the Company not less than FORTY EIGHT HOURS before the commencement of the meeting.
3) A Proxy need not be a member of the Company.
4) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by Proxy, shall be accepted to the exclusion of the vote of the other joint holders. Seniority shall be determined by the order in which the names stand in the Register of Members.
5) The submission by a member of this form of proxy will not preclude such member from attending in person and voting at the meeting.