Split of FV

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Document Summary

The document is a notice for an Extra-Ordinary General Meeting (EGM) of BVG INDIA LIMITED, scheduled for Saturday, January 20, 2024, at 12:30 PM at the company's Corporate Office in Pune. The EGM will address the following special business items.

Special Business Items:

Sub-division of Equity Shares: An ordinary resolution seeks approval for the sub-division of each equity share from a face value of ₹10 to ₹2 each. This change would involve dividing one ₹10 share into five ₹2 shares. The Board will determine the record date after member approval. Upon sub-division, existing share certificates will be automatically cancelled, and new certificates will be issued. For dematerialized shares, the number of sub-divided shares will be credited to the shareholders' beneficiary accounts. The Board of Directors, including Mr. Hanmantrao Gaikwad, Mrs. Swapnali Gaikwad, and Mr. Niklank Jain, are authorized to take necessary steps to implement the resolution, including settling any related matters and making necessary alterations.
Alteration of Capital Clause in the Memorandum of Association: An ordinary resolution proposes an amendment to Clause V of the Memorandum of Association to reflect the sub-division of equity shares. The authorized share capital will remain at ₹47,00,00,000, but the classification changes to equity share capital aggregating to ₹32,16,48,610 divided into 16,08,24,305 equity shares of ₹2 each, and Compulsory Convertible Cumulative Preference Shares aggregating to ₹14,83,51,390 divided into 1,48,35,139 shares of ₹10 each. Mr. Hanmantrao Gaikwad, Mrs. Swapnali Gaikwad, and Mr. Niklank Jain are authorized to execute the resolution.
Alteration of Article 3 of the Articles of Association: A special resolution proposes amending Article No. 3.2, 4.1 of Schedule 1, and 1.2 of Schedule II of Part B of the Articles of Association to reflect the sub-division of equity shares. Mr. Hanmantrao Gaikwad, Mrs. Swapnali Gaikwad, and Mr. Niklank Jain are authorized to execute the resolution.
Proportionate Increase in Shares for Compulsorily Convertible Preference Shareholders: A special resolution seeks approval for a proportionate increase in the equity shares to be issued to Compulsorily Convertible Preference Shareholders as a result of the equity share sub-division, according to Section 62(3) of the Companies Act, 2013. The Board of Directors is authorized to implement this resolution. All other terms and conditions of the original resolutions shall remain the same.
Proportionate Increase in Shares for Optionally Convertible Debenture Holders: A special resolution seeks approval for a proportionate increase in the equity shares to be issued to Optionally Convertible Debenture holders as a result of the equity share sub-division, according to Section 62(3) of the Companies Act, 2013. The Board of Directors is authorized to implement this resolution. All other terms and conditions of the original resolutions shall remain the same.

Additional Information:

The notice and explanatory statement are available on the company website.
Members whose names are recorded as of January 20, 2024, are entitled to vote.
The EGM notice is being sent electronically to members with registered email addresses.
Relevant documents are available for inspection at the Corporate Office during business hours (excluding Sundays).
A route map to the EGM venue is included.
A member entitled to attend and vote can appoint a proxy who need not be a member. A proxy form (MGT-11) is provided. Proxies must be deposited at the registered office at least 48 hours before the meeting. A person can act as a proxy for a maximum of 50 members, holding no more than 10% of the total share capital.

The Board of Directors, at its meeting held on December 16, 2023, considered and approved the sub-division of equity shares. The Board believes this will enhance liquidity and benefit existing investors. The proposed changes necessitate consequential amendments to the Memorandum and Articles of Association. None of the promoters, directors, or key managerial personnel are financially interested in the resolutions, except for their equity shareholding in the company. The proposed changes will not change the amount of authorized, issued, subscribed and paid up share capital.

Niklank Jain, the Company Secretary, issued the notice from Pune on December 26, 2023.

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