Event Date: N/A
Notice is given to the members of Orbis Financial Corporation Limited regarding a special resolution to be passed via postal ballot through remote e-voting, pursuant to Sections 108 and 110 of the Companies Act, 2013, and related rules and circulars. The resolution pertains to approving the conversion of loans (credit facilities) from HDFC Bank Ltd., State Bank of India, South Indian Bank, and other financial institutions into equity shares of the company, as per Section 62 (3) of the Companies Act, 2013, including by way of ratification.
The e-voting facility will be available from May 22, 2024, at 9:00 a.m. IST to June 20, 2024, at 5:00 p.m. IST. The cut-off date for determining eligibility to vote is May 15, 2024. NSDL will disable the e-voting facility after June 20, 2024, at 5:00 p.m. IST. The Board of Directors has appointed M/s Jatin Gupta & Associates as Scrutinizer for the e-voting process. The Scrutinizer will submit their report to the Chairman, and the results will be announced by June 22, 2024, and posted on the company's website and NSDL's e-voting website, as well as displayed on the notice board at the company's registered office.
The resolution, if approved by the requisite majority, will be considered passed as a special resolution on June 20, 2024. Members can contact Skyline Financial Services Private Limited for clarifications on e-voting. The proposed resolution allows the company to convert loans from various banks and financial institutions, up to Rs. 350 Crores, into equity shares, subject to the terms and conditions stipulated in the financing documents and applicable laws. The conversion right is exercisable by the lenders in case of default in repayment of interest or principal. Upon conversion, the lenders will be allotted fully paid-up equity shares, and the loan amount will be reduced accordingly. The Board of Directors is authorized to finalize the terms for raising financial assistances in the future, with the option to convert them into equity shares. The Board is also authorized to issue and allot the necessary equity shares upon receipt of a Notice of Conversion.
The Board is authorized to perform necessary actions to give effect to the resolution and may delegate its powers to a committee of Directors or any person. The explanatory statement outlines that this resolution is required under Section 62(3) of the Companies Act, 2013, and the company has already obtained approvals in its Annual General Meetings to borrow up to ₹1,200 Crores and create charges on its properties. This resolution facilitates the option for lenders to convert debt into equity. The Board clarifies that the resolution is merely an enabling one, and there are no current proposals for loan conversion into equity.
The notice is being sent electronically to members registered in the Register of Members/List of Beneficial Owners as of May 15, 2024. Eligible members who haven't received the notice can request it via email. Voting rights are proportional to the paid-up equity share capital. Remote e-voting facility is provided to enable members to vote electronically.
The company has engaged NSDL for facilitating e-voting. Once a vote is cast, it cannot be changed. The Scrutinizer's decision on the validity of votes is final. The results will be declared on the company's website and NSDL's website. Members may download the Notice from the company's website or NSDL's website. Those wishing to inspect documents may send requests to the specified email address. Voting cannot be exercised through proxy. The document details the process and manner to cast votes through remote e-voting, including the login methods for various types of shareholders (those holding securities in demat mode with NSDL/CDSL, and those holding securities in physical mode). Helpdesk details are provided for technical issues. Instructions are given for how to cast votes electronically on the NSDL e-voting system, including general guidelines for shareholders and a process for those whose email IDs are not registered.
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