EGM Notice

Document Summary

Notice is hereby given that an Extra Ordinary General Meeting of the members of KLM Axiva Finvest Limited will be held on Friday, the 21st day of June, 2024 at 3.00 P.M. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM") to transact special businesses, which are: 1. Issue of bonus equity shares The company will consider passing an Ordinary Resolution for the issuance of bonus equity shares. This resolution is pursuant to Sections 52, 63, and other applicable provisions of the Companies Act, 2013, read with Rule 14 of the Companies (Share Capital and Debentures) Rules, 2014, SEBI LODR Regulations, 2015, and other applicable regulations, rules, and guidelines issued by SEBI and the Reserve Bank of India (“RBI”). The Board of Directors seeks approval to capitalize a sum not exceeding Rs. 20,54,00,857/- from the securities premium account and free reserves to issue bonus equity shares. These shares will be credited as fully paid up to eligible members whose names appear in the register of members/register of beneficial owners on the record date. The bonus issue will be in proportion of 1:10, i.e., one new fully paid-up equity share of Rs. 10/- for every ten fully paid-up equity shares of Rs. 10/- held on the record date. The record date for determining entitlement is Friday, June 21, 2024. The new equity shares will rank pari-passu with existing equity shares and carry the same rights. The bonus equity shares will be in dematerialized form and credited to the respective beneficiary accounts. Fractional shares, if any, will be rounded down. The issue and allotment of bonus shares to NRIs and other foreign investors will be subject to RBI or other regulatory authority approvals. Mr. Shibu Theckumpurath Varghese (DIN: 02079917) is authorized to take all necessary steps to implement this resolution. 2. Reappointment of Mr. Shibu Theckumpurath Varghese (DIN: 02079917) as Whole-time director of the Company and enhancement of remuneration. The company will consider passing a Special Resolution for the reappointment of Mr. Shibu Theckumpurath Varghese as Whole-time Director for a period of five years, effective from August 30, 2024. This resolution is pursuant to Section 196 and other applicable provisions of the Companies Act, 2013, SEBI (LODR) Regulations, 2015, and the Articles of Association of the Company, based on the recommendation of the Nomination and Remuneration Committee, Audit Committee, and Board of Directors. The consent of the members is sought to enhance his remuneration from Rs. 8,00,000/- per month to Rs. 15,00,000/- per month, subject to a maximum of Rs. 1,80,00,000/- per annum, with effect from September 1, 2024. The Board is authorized to fix, vary, reduce, or amend the remuneration within the limits approved by the members. The revised remuneration will be applicable until the expiry of his tenure. Any director is authorized to take necessary actions to implement this resolution. 3. Change in designation of Ms. Biji Shibu, (DIN:06484566) & enhancement of remuneration. The company will consider passing a Special Resolution for the change in designation of Ms. Biji Shibu from Non-executive Director to Executive Director, effective from July 1, 2024. This resolution is pursuant to relevant provisions of the Companies Act 2013. Consent is sought to enhance her remuneration from Rs. 12,00,000/- per annum to Rs. 36,00,000/- per annum, payable monthly, from July 1, 2024. Any director is authorized to take necessary actions to implement this resolution. 4. Enhancement of Remuneration to Mr. Sreenivasan Thettalil Parameswaran Pillai (DIN:03048551) Chairman and Non-Executive Director of the Company The company will consider passing a Special Resolution to enhance the annual remuneration of Mr. Sreenivasan Thettalil Parameswaran Pillai from Rs. 12,00,000/- to Rs. 13,33,332/-, payable monthly. This is based on the recommendation of the Nomination and Remuneration Committee, Audit Committee, and Board of Directors. Mr. Shibu Theckumpurath Varghese or any other director is authorized to implement this resolution. Notes: The EGM will be held through video conferencing (VC) or other audio-visual means (OAVM) as permitted by MCA and SEBI Circulars, without the physical presence of members. Proxy appointments are not allowed for this EGM. Body Corporates are entitled to appoint authorized representatives to attend and vote through e-voting. Institutional/Corporate shareholders must send a scanned copy of the Board Resolution/Authorization authorizing their representative to attend and vote by email to caesarpintojohn@gmail.com, helpdesk.evoting@cdslindia.com, and secretarial@klmaxiva.com at least 48 hours before the meeting. The explanatory statement pursuant to Section 102 of the Companies Act, 2013, is annexed to the notice. Members can join the EGM via VC/OAVM mode 15 minutes before the scheduled time using remote e-voting login credentials. The company will provide a live webcast on the CDSL e-Voting website (www.cdslindia.com). The VC/OAVM facility will be available on a first-come, first-served basis and will not be closed earlier than 30 minutes after the scheduled time. The meeting ID is 961 6004 0690 and the Passcode is 845866. In case of joint holders, the member whose name appears first in the register will be entitled to vote. Documents related to the resolutions are available for inspection at the Registered Office of the Company between 10:00 a.m. and 02:00 p.m. IST on working days until the conclusion of the EGM. Members may request inspection of statutory registers by writing to secretarial@klmaxiva.com by Friday, June 21, 2024, (up to 02:00 p.m. IST). Members seeking information must write to the Company by Thursday, June 20, 2024, via email to secretarial@klmaxiva.com. Disclosures on directors seeking appointment/re-appointment are annexed to the notice. The record date for the bonus issue is June 21, 2024. The Register of Members and Share Transfer Books will be closed from June 15, 2024, to June 21, 2024 (both days inclusive). The facility for nomination is available to members as per Section 72 of the Act. Members are requested to update KYC details. Securities will be issued in dematerialized form. Members are advised to exercise due diligence and notify the Company/RTA of any changes. The notice is being sent electronically to members whose email addresses are registered, unless a physical copy has been requested. Members attending the EGM through VC/OAVM will be counted for quorum purposes. The Company is providing remote e-voting facility through CDSL. The e-voting period begins on June 18, 2024, at 09:00 AM and ends on June 20, 2024, at 05:00 PM. The Board has appointed CS. Nikhil George Pinto as the Scrutinizer. The Scrutinizer will submit a report on the e-voting results, and the results will be announced within the stipulated time. Members present through VC/OAVM will be eligible to vote during the EGM. The EGM notice has been uploaded to www.klmaxiva.com, www.bseindia.com and www.nseindia.com, and www.evotingindia.com. The instructions for shareholders for e-voting and joining virtual meetings are provided. Members are encouraged to use laptops or iPads. Members should register themselves as a speaker by sending their request in advance atleast 10 days prior to meeting, If any Votes are cast by the shareholders through the e-voting available during the EGM/EGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders may be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting. Members whose email/mobile numbers are not registered, should provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id. Demat shareholders should update their email id & mobile no. with their respective Depository Participant (DP). For any queries or issues regarding attending EGM & e-Voting from the CDSL e-Voting System, members can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33. All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, CDSL. Explanatory Statements Section 102 of the Companies Act, 2013 Item No. 1 concerns the issuance of bonus equity shares. The Board of Directors in their meeting held on May 24, 2024, considered and recommended the issuance of Bonus equity shares to eligible equity shareholders whose names shall appear in the register of members / register of beneficial owners as on the record date, in the proportion of 1:10. The record date for determining the entitlement of the shareholders for the issue of bonus equity shares shall be Friday, June 21, 2024. After the allotment of Bonus issue the Shareholding pattern of the Company shall be as under: | Category of Investors | Pre-Bonus Issue Holding | Bonus Shares | Post-Bonus Issue Holding | |---|---|---|---| | | No. of Shares | % of the Capital | No. of Shares | No. of Shares | % of the Capital | | Promoter and Promoter Group | 86830526 | 42.27% | 8683052 | 95513578 | 42.27% | | Public Shareholding | 118570331 | 57.73% | 11857033 | 130427364 | 57.73% | | Total | 205400857 | 100 | 20540085 | 225940942 | 100 | The Board recommends the ordinary resolution for approval. Item No. 2 concerns the Re-appointment of Mr. Shibu Theckumpurath Varghese as Whole-time director of the Company and enhancement of remuneration. The Board of Directors of the Company recommended the reappointment Mr. Shibu Theckumpurath Varghese (DIN: 02079917) as a Whole time Director, designated as Executive Director, for a further period of 5 (five) years from the expiry of his present term, that is, 30th August, 2024 with revised remuneration. The Board recommends the special resolution for approval. Item No. 3 Change in designation of Ms. Biji Shibu, (DIN: 06484566) & enhancement of remuneration. The Board of Directors of the Company recommends an enhancement of Salary payable to Ms. Biji Shibu (DIN: 06484566) from Rs.12,00,000/- per annum (Rupees Twelve Lakh Only) to an annual remuneration of Rs. 36,00,000/- (Rupees Thirty Six Lakh only) which shall be paid by way of monthly payment in equal installments. The Directors recommend the item set out in item no.3 to be passed as Special resolution. Item No. 4. Enhancement of Remuneration to Mr. Sreenivasan Thettalil Parameswaran Pillai (DIN: 03048551) Chairman and Non-Executive Director of the Company. the board of directors recommend to the members on the enhancement of remuneration payable to Mr. Sreenivasan Thettalil Parameswaran Pillai (DIN: 03048551) from Rs. 12,00,000/- (Rupees Twelve lakhs only) to Rs.13,33,332/- (Rupees Thirteen Lakh Thirty Three Thousand Three Hundred and Thirty Two) by way of monthly payment. The Board of Directors recommends the special resolution set out at item no. 4 of the notice for approval of the Members.