EGM Notice of Onix

Document Summary

The document is a notice for an Extraordinary General Meeting (EGM) of Onix Renewable Limited, scheduled for January 16, 2025, at 11:00 am at the company's registered office in Rajkot, Gujarat. The purpose of the EGM is to seek shareholder approval for a special resolution regarding the issue of equity shares on a preferential basis.

Item No. 1 - Issue of Equity Shares on Preferential Basis:

The resolution seeks approval to issue up to 195,010 equity shares with a face value of INR 10 each, at an issue price of INR 25,000 per share (including a premium of INR 24,990 per share), aggregating to INR 487,52,50,000, to specified allottees on a preferential basis in one or more tranches. The resolution is proposed under Sections 42 and 62(1)(c) of the Companies Act, 2013, and is subject to necessary permissions, consents, sanctions, and approvals from relevant authorities. The Board of Directors is authorized to make alterations, modifications, conditions, corrections, changes, and variations to the terms of the issue in its absolute discretion.

A list of proposed allottees along with the number of shares to be issued to each is provided: Ovata Equity Strategies Master Fund (6,870), Bengal Finance and Investment PVT LTD (8,000), Nikhil Vasant Merchant (1,000), Paresh V Merchant (1,000), Jitendra Kantilal Shah (4,000), AL Maha Investment Fund PCC-ONYX Strategy (44,000), Altius Finserv Private Limited (2,800), Six Sigma Investments Fund (4,000), Century India Opportunity Fund PC (6,000), Ebisu Global Opportunities Fund Limited (16,000), Bhanushali Studio Limited (12,000), Piyush Mansukhbhai Savalia (10,000), Arix Capital Limited (10,000), Dhyey Insurance Marketing LLP (10,000), Dhyey Estate Planners LLP (10,000), Rakesh Hasmukhlal Kanabar (8,000), Narantak Dealcomm Limited (4,000), Dorite Tracon Private Limited (4,000), Jaydeep Nitinbhai Karia (4,400), Big Capital 66 Services LLP (2,000), Ramakrishnan Ramamurthi (2,000), Ajay T Jaisinghani (2,000), Jaikaran Jaspalsingh Chandock (2,000), Trimaan Jaspal Singh Chandock (2,000), Dharam Pal Aggarwal (2,000), Mansi Parag Shah (2,000), Ashokkumar Haribhai Gajera (2,000), Harpreet Singh (1,000), Amit Sharma (1,000), Prabhat Renewable Energy and Agro Limited (800), Attha Samiddhi Ventures Private Limited (800), Jalpa Nimish Shah (600), Nimish Chandulal Shah (600), Manisha Jitendra Shingala (600), Raj Jitendrabhai Shingala (600), Vishwamani Tiwari HUF (400), Growfast Securities and Credit Private Limited (400), Milan Pravinbhai Brahmbhatt (400), Mayank Shah (400), Arvind Gupta (400), Amit Gunchandra Mehta (400), Vina Harisinh Solanki (300), Solanki Shatrughnasinh (300), Kiran Devi Jain (300), RRHLK Insurance Brokinh Services Pvt Limited (220), Deepa Jain (200), Mona Goenka (200), Riya Chaurasia (200), Avi Viren Shah (200), Mohit Sunilkumar Kabra (200), Poonam Pandey (200), Dilip Shantilalji Mehta (200), Pratik Hukumraj Jain (200), Batavia Shantaben V (200), Viren Madhusudan Mathia (180), Ambarish Parekh (160), Mamta Ladha (120), Maduri Mukesh Ladha (120), Mukesh Ladha (120), Uma Devi Jain (120), Utkarsh Parekh (100), Bhavana Chetan Joshi (100), Samir Anantrai Shah (100), Bina Saraf (100), Krishnha Sheshan (100), Manju Goenka (100), Devendra Jain (100), Kuldeep Prasad Nigam (60), Bipin Gordhan Pansuria (40).

The resolution further stipulates that the allottees must pay 100% of the consideration for the shares on or before the allotment date, that the consideration be paid from the allottees' bank accounts, and that the funds received be kept in a separate bank account. The equity shares are to be allotted within 15 days of receiving the application money, unless regulatory approval is pending, in which case the allotment must be completed within 15 days of such approval. The shares will rank pari passu with existing fully paid-up equity shares.

The Board is authorized to issue and allot any unsubscribed portion of the preferential issue to any other person in the company's interest, under the same terms and conditions. The Board is also authorized to apply to CDSL and NSDL for credit of shares to the allottees' demat accounts.

Additional Authorizations

The Board is authorized to take all necessary actions to implement the resolution, including applying to the Registrar of Stamps, filing documents with the Registrar of Companies, and resolving any issues related to the issue and allotment of shares, utilization of proceeds, and signing relevant documents.

Important Note Regarding Shorter Notice:

The EGM is being convened on shorter notice (6 days) and will be considered valid only if the company receives consent from at least 95% of the total members before the meeting date, either in writing or via email. The deadline for email consent is January 16, 2025. If 95% consent is not received, the EGM will not be held, and the notice will be considered void. The notice is sent to shareholders registered as of January 3, 2025, and members appearing in the register as of that date are entitled to vote.

Explanatory Statement:

The company, engaged in Solar EPC Projects, has an authorized share capital of INR 25,00,00,000 and a paid-up equity share capital of INR 2,30,00,000. The proposed resolution aims to raise funds for business expansion and working capital. Several investors have expressed interest, leading the Board to resolve to issue shares on a preferential basis.

The issue aims to infuse share capital for working capital, capex, and business expansion. The company has a valuation report from Atharva Valuation (OPC) Private Limited, and the relevant date for the price is December 17, 2024. The company has only one class of equity shares, and the shares are being offered to the same class. None of the directors/promoters/promoter group intend to subscribe for the shares, except Mr. Piyush Savaliya (Promoter group). Allotment shall be completed within 15 days from the receipt of the application money. The resolution for issue of shares on preferential basis shall remain valid for a period of 12 months. Due to this allotment, there shall not be any change in Control of the Company. During the financial year 2024-25, the company has already made an allotment of 630,000 shares on preferential basis to 38 allottees.

The pre and post-issue shareholding pattern is detailed. Before the issue, promoters hold 67.39% (15,50,000 shares) of the company, and non-promoters hold 32.60% (750,000 shares). Post issue, promoters will hold 62.53% (15,60,000 shares) and non-promoters will hold 37.47% (935,010 shares). The grand total of shares will increase from 23,00,000 to 24,95,010.

The Board recommends the resolution for approval by the members via a special resolution. The document also includes a table listing allottees, the number of shares proposed to be allotted to them, and pre- and post-preferential shareholding details. It specifies that the company doesn't propose allotment of shares for consideration other than cash. None of the Directors of the Company are interested in the proposed resolution except to the extent that one of the relatives of Promoter Director has shown his intention to subscribe to share warrants.