EGM Notice

Document Summary

Notice of Extra-Ordinary General Meeting - Orbis Financial Corporation Limited

Meeting Details:

• An Extra-Ordinary General Meeting (EGM) of Orbis Financial Corporation Limited will be held on Tuesday, November 28, 2023, at 03:00 p.m. (IST).
• The meeting will take place at the company's Registered Office: 4A, Ocus Technopolis, Golf Club Road, Sector-54, Gurugram, Haryana.

Special Business - Preferential Allotment:

• The primary agenda is to consider and, if deemed appropriate, approve with or without modifications, a special resolution concerning the authorization of the Board of Directors to offer and issue equity shares on a private placement cum preferential allotment basis.
• The board is seeking authorization to issue up to 75,55,556 equity shares at a price of Rs. 135 per share (Rs. 10 face value, Rs. 125 premium), totaling up to Rs. 1,02,00,00,060 for cash consideration. This will be done through a preferential issue cum private placement.
• The issue is subject to the provisions of Sections 23, 42, and 62 of the Companies Act, 2013, read with Rule 14 of The Companies (Prospectus and Allotment of Securities) Rules, 2014 and The Companies (Share Capital and Debentures) Rules, 2014 and other applicable rules.
• The issue is also subject to approvals, consents, and permissions from applicable Regulatory Authorities and conditions imposed by them.
• The resolution seeks members' consent to enable the Board to create, issue, offer, and allot equity shares to specific individuals/entities on a private placement cum preferential allotment basis.
• The contents of a valuation report dated September 30, 2023, by Mr. Subodh Kumar, an IBBI Registered Valuer, certifying the value per share of the Company to be Rs.135/- per share, is noted.
• Terms and conditions determined by the Board of Directors, consistent with applicable laws, rules, regulations, and circulars, will apply.
• The consent of members is given for opening and pre-closing the issue if the entire subscription money is received.
• The issue of Equity Shares shall be subject to rules and regulations prescribed for the purpose and the following terms and conditions:
  • The Equity Shares to be issued and allotted shall be fully paid up and rank pari-passu with the existing Equity Shares of the Company in all respects (including with respect to dividend and voting powers) from the date of allotment thereof and shall be subject to the requirements of all applicable laws and provisions of the Memorandum and Articles of Association of the Company.
  • The Investors shall be required to bring in the entire consideration for the Equity Shares to be issued and offered, on or before the date of allotment thereof.
  • The consideration for allotment of Equity Shares shall be paid to the Company from the bank accounts of the Investors only.
  • The ISIN of Equity Shares of Company is INE155K01013 and Equity Shares shall be allotted in dematerialized form only within a maximum period of sixty (60) days from the date of receipt of money from the Investors, provided that where the allotment of Equity Shares is subject to receipt of any statutory approval or permission from Applicable Regulatory Authorities, the allotment shall be completed within a period of sixty (60) days from the date of receipt of last of such statutory approvals or permissions.
• The Board is authorized to accept any modification(s) in the terms of issue, subject to applicable laws, without requiring further member consent.
• The Board is further authorized to take all necessary actions to effect the resolution, including issuing clarifications, resolving doubts, modifying terms, entering contracts, and authorizing persons.

Specific Allottees:

• Mr. Ashish Kacholia: Residential address at 702 B Poonam Chamber, A Wing Worli DR Annie, Besant Road Individual, Mumbai, Maharashtra-400018; PAN: AADPK0757F: No. of Shares: 37,77,778.
• Mrs. Madhulika Agarwal (Partner Himalaya Finance & Investment Company): Residential address C/O Himalaya Finance and investment Company, Unit No 10 BLDG No 2B Mittal Indl, Estate Andheri-Kurla RD Andheri East, Mumbai-400059; Partnership Firm; PAN: AACFH1077Q: No. of Shares: 37,77,778.

Additional Information and Notes:

• The notice provides information about proxy appointments. A member entitled to attend and vote may appoint a proxy (who need not be a member) to vote on their behalf, provided the proxy form is deposited at the registered office at least 48 hours before the meeting.
• The notice is sent electronically to members with registered email addresses. A public notice will be released in newspapers, and the EGM notice is available on the company's website and the NSDL website.
• Members can submit queries on the EGM agenda to the company at least seven days prior to the meeting.
• The company facilitates remote e-voting through National Securities Depository Limited (NSDL).
• The cutoff date for determining voting rights is Friday, November 17, 2023.
• The notice details the process for remote e-voting via NSDL, including login procedures for individual shareholders holding securities in demat mode (via NSDL and CDSL) and other shareholders. Helpdesk contact details are provided for technical issues.
• Detailed instructions for accessing the e-Voting system are provided, including how to retrieve User IDs and passwords and how to cast votes electronically.
• General guidelines are outlined for shareholders, including instructions for institutional shareholders and the importance of password security.

Explanatory Statement (Section 102 of the Companies Act, 2013):

• The explanatory statement provides detailed justification for the proposed preferential issue, as required by Section 102 of the Companies Act, 2013.
• The board considers the preferential issue necessary to augment resources, meet working capital requirements, and strengthen the company's capital base for future growth.
• The board has approved entering into a Share Subscription Agreement (SSA) with the proposed investors who are existing members of the Company, for an investment of Rs. 1,02,00,00,060/-. The requisite valuation was undertaken by a registered valuer.
• The issue is for 75,55,556 equity shares at Rs. 135 per share (Rs. 125 premium).
• The Company intends to raise Rs. 1,02,00,00,060 through the preferential issue.
• The net proceeds will be used for working capital, augmenting the company's capital base, and general corporate purposes.
• The preferential allotment route is chosen as the proposed investors already hold shares in the company. The board has taken responsibility for complying with applicable provisions.
• The board approved raising money to the extent of Rs. 1,02,00,00,060/- at a valuation per equity share ascertained and certified by Registered Valuer. The board authorised the MD/Company Secretary to convene an EGM.
• The existing shareholding pattern of the company is as follows:
  • Promoters: 3,47,42,422 shares (30.54%)
  • Non-Promoters (Public): 7,90,31,682 shares (69.46%)
• The proposed post issue shareholding pattern is as follows:
  • Promoters: 3,47,42,422 shares (28.63%)
  • Non-Promoters: 8,65,87,238 shares (71.37%)
• The MCA has amended rules, the offer shall be made after filing of present resolution with the ROC and not earlier.
• Funds will only be used upon payment by proposed subscriber and cannot be used unless allotment is made, and return of said allotment filed with ROC.
• The Valuer is Mr. Subodh Kumar, with IBBI Registration number: IBBI/RV/05/2019/11705, having the office at 210, 2nd Floor, D-288-89 Wadhwa Complex, Vikas Marg, Laxmi Nagar, East, National Capital Territory of Delhi- 110092
• Rs. 1,02,00,00,060 equivalent to (Rs. One Hundred Two Crore and Sixty only) (divided into 75,55,556 (Seventy Five Lakh Fifty Five Thousand Five Hundred Fifty Six) at Rs. 135/- per share i.e face Value Rs. 10/- and Rs. 125/- being premium)
• Prachi Khanna is the person responsible for compliance with applicable provisions, and her name is entered as such in PAS 4 and PAS 5, wherever applicable.
• The approval of members is being sought to enable the board to issue/offer and allot equity shares, no assets are being charged as securities.

The Board recommends the resolution for approval as a Special Resolution.