Event Date: September 12, 2024
Notice is hereby given for the 4th Extraordinary General Meeting (“EGM”) of the members of Oravel Stays Limited ("the Company") for FY 2024-25. The EGM will be held on Monday, December 9, 2024, at 5:30 P.M. (IST) via Video Conferencing ("VC") or Other Audio-Visual Means (“OAVM"). The main item on the agenda is to consider and transact a special business: to create, offer, and issue Equity Shares on a private placement basis.
Special Resolution: Private Placement of Equity Shares
The key resolution to be considered is regarding the creation, offer, and issuance of equity shares through private placement. Specifically, the resolution states that pursuant to Sections 42 and 62 of the Companies Act, 2013, the members of the Company are to accord consent to create, offer, and issue up to 12,91,07,982 Equity Shares of the face value of INR 1/- each, for cash at INR 42.60/- per Equity Share. The aggregate consideration for this issuance is up to INR 5,50,00,00,034, and the shares are to be issued to Redsprig Innovation Partners LLP or any of the Founder's affiliate entity ("Investor”) on a private placement basis (“Proposed Issuance”). The equity shares issued through this proposed issuance shall rank pari passu with the existing equity shares of the company in all respects.
The resolution also includes provisions for approving the letter of offer cum application form in Form PAS-4, authorizing the Directors and Company Secretary to sign and send this form to the Investor. Additionally, it acknowledges a valuation report issued by Samarth Valuation Advisory LLP, confirms compliance with Section 42(6) of the Companies Act, 2013, regarding the maintenance of share application money in a separate bank account, and directs the Company to record the names of subscribers and maintain records as per the Companies (Prospectus and Allotment of Securities) Rules, 2014 in Form PAS-5. The Fund Raising Committee of the Board is authorized to make changes to the Offer Letter and Form PAS-5 and address related questions and difficulties.
Other Resolutions and Authorizations
The EGM also included a resolution to authorize the Directors, Manager, Group General Counsel, Group Chief Financial Officer, and Company Secretary to take necessary actions to give effect to the primary resolution. This authorization covers a broad range of activities, including finalizing and approving offer documents, making declarations, issuing and allotting Equity Shares, executing documents, entering into contracts, making filings with statutory authorities, and authorizing relevant personnel. The decision of the Board shall be considered final and conclusive.
Meeting Logistics and Voting Procedures
The notice details arrangements for holding the EGM via VC or OAVM and refers to MCA Circulars allowing for such virtual meetings. It specifies that the registered office address will be considered the deemed venue. The notice clarifies that proxy appointments are not applicable for this EGM, as physical attendance has been dispensed with.
The cut-off date for determining eligibility to vote at the EGM is set as Monday, December 2, 2024. The company has appointed Mr. Devesh Vasisht of DPV & Associates LLP as the scrutinizer for the voting process. The voting results, along with the scrutinizer's report, will be available on the company's website. Members are encouraged to submit questions or queries in advance of the EGM.
Electronic Voting Instructions
The notice provides comprehensive instructions for shareholders to participate in electronic voting, including remote e-voting and e-voting during the EGM. Link Intime India Pvt. Ltd. is appointed as the agency for facilitating electronic voting. The remote e-voting period is from Thursday, December 5, 2024, at 9:00 AM (IST) to Sunday, December 8, 2024, at 5:00 PM (IST).
Detailed, step-by-step instructions are provided for various scenarios, including shareholders holding securities in demat form (via NSDL or CDSL) and those holding securities in physical form. These instructions include registration processes, login procedures, password retrieval, and voting mechanisms through the InstaMeet platform. Separate guidelines are provided for individual and institutional shareholders.
Explanatory Statement - Rationale for Private Placement
The explanatory statement elaborates on Item No. 1. It provides the rationale for issuing up to 12,91,07,982 equity shares at INR 42.60 per share, aiming to raise up to INR 5,50,00,00,034 from Redsprig Innovation Partners LLP or a Founder's affiliate. This issuance is intended to provide effect to the proposed funding transaction. The board has approved this issue, pending member approval. The object of the issuance is for general corporate purposes and other business-related activities. The price of the equity shares was based on a valuation report from Samarth Valuation Advisory LLP, dated May 23, 2024. There will be no change in control of the Company as a result of the private placement.
Previous Preferential Allotments and Impact of Dilution
The document notes previous preferential allotments of Series G CCCPS during the financial year 2024-25 to several entities. The issued equity share capital is expected to get diluted by approximately 1.728% on a fully diluted basis as a result of the present proposed issuance. The names and holdings post-allotment of Redsprig Innovation Partners LLP, the proposed allottee, are provided. The only exception is Mr. Ritesh Agarwal, as none of the other Promoters, Directors or Key Managerial Personnel of the Company intends to subscribe to any of the Equity Shares proposed to be issued hereunder. The company secretary's name is Shivam Kumar.
Shareholding Pattern
Annexure A provides details of the pre- and post-issue shareholding patterns of the company. Pre-issue, promoters held 48.72% of equity and 87.98% of preference shares, while post-issue, promoters will hold 53.00% of equity and 87.99% of preference shares. Overall, Sub-Total (B) accounts for 100% in the grand total in both the pre-issue and post-issue scenarios.
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