Notice is hereby given that an Extra Ordinary General Meeting of the Members of CTR Manufacturing Industries Private Limited (Formerly CTR Manufacturing Industries Limited till 12.03.2020) originally scheduled for 30 March 2020 through notice dated 29.02.2020 posted individually to Members, subsequently rescheduled twice through newspaper notice, will now be held on Wednesday 10 June 2020.
In view of the situation arising due to coronavirus pandemic and extended lockdown, Ministry of Corporate Affairs, has issued circulars giving relaxation in the provisions of the Act and the Rules for facilitating passing of ordinary and special resolutions by Companies vide Circulars 14/2020 dated 08.04.2020 and 17/2020 dated 13.04.2020.
The Special resolution appended below, same as covered in notice dated 29.02.2020, is proposed to be passed through video conferencing and this notice is being sent by email to Members whose email addresses are available from the record of Link Intime India Private Limited, Registrar and Transfer Agent of the Company and those registered with the Company both prior to and post our public notice in newspapers (including their e-versions) on 13.05.2020. For more details in this regard your attention is invited to Note numbers 2 to 5 under Notes of this notice.
The Company has appointed Ms.Rajshree Rajaram Kunjir having Membership Nr. A50034, a practicing Company Secretary (PCS Nr 18113), Pune, as Scrutinizer, for recording the poll, if so requested for by any eligible member, during the course of video conferencing.
The members are requested to read and follow the instruction printed in the Notes to this notice.
Special resolution to be passed through Video Conferencing.
1. To consider and, if thought fit, to pass with or without modification, the following resolution as a Special resolution:
“RESOLVED THAT pursuant to the provisions of Section 66 and such other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force), and Article 10 of the new Articles of Association (Article 8 of the erstwhile Articles) of the Company and subject to the approval of National Company Law Tribunal (NCLT) and/or any other Regulatory Authority as may be required and subject to such terms, conditions or modifications if any, as may be prescribed by such authorities while granting such approvals, consent of the members of the Company be and is hereby accorded with an intent to pay off excess capital and provide an exit opportunity to the minority shareholders by reducing the Company’s existing issued, subscribed and fully paid-up equity share capital from Rs.1,84,44,500.00 (Rupees One Crore Eighty Four Lakhs Forty Four Thousand Five Hundred) consisting of 1,84,445 (One Lakh Eighty Four Thousand Four Hundred and Forty Five) Equity shares of Rs.100.00 (Rupees Hundred) each to Rs.1,77,19,000.00 (Rupees One Crore Seventy Seven Lakhs Nineteen Thousand) consisting of 1,77,190 (One Lakh Seventy Seven Thousand One Hundred Ninety) equity shares of Rs.100.00 (Rupees Hundred) each, and that such reduction be effected by cancelling and extinguishing 7,255 numbers (3.93%) of fully paid up equity shares held by those pre-identified equity shareholders in the Company having less than 181 equity shares as on 26 February, 2020 and paying after the date of approval by the regulatory authority, to these pre-identified shareholders or their transferees or assignees against such equity shares to be cancelled and extinguished a sum of Rs.13,077.00 per equity share of Rs.100.00 each, being the value per equity share as determined by a Registered Valuer.”
“RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, the Board of Directors be and are hereby authorized severally to do all such acts, deeds, matters and things as they may at their absolute discretion deem necessary or desirable for effective implementation of the resolution including filing of the application for reduction of share capital with NCLT and to settle any questions, difficulties or doubts that may arise in this regard as they may in their absolute discretion deem fit.”
Explanatory statement as required under Section 102 of the Companies Act, 2013.
The Company has presently 94 members. The Promoters/Directors of the Company hold 17.06% (31,460 shares) and a body corporate holds 75.24% (1,38,772 shares) of the paid up equity share capital of the Company. The remaining 88 equity shareholders hold 7.70% of the paid up share capital of the Company. This demonstrates large number of members are holding a negligible percentage of the total shares of the Company.
Consequent to an application filed with Regional Director, order number RD/Section/14/SRN R01242890/5981 dated 03.02.2020 was received from the Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai, for conversion of the Company from Public Limited to Private Limited. To give effect to the said order the Company filed Form INC 27 with Registrar of Companies, Pune and a new certificate of Incorporation for the said conversion was received on 13.03.2020.
The equity shares of the Company being unlisted securities are not tradeable and do not have any readily available market for their trading which is more so after the conversion to a private limited status, under a new set of Articles of Association. Thus, the said shares are totally illiquid with no significant returns or appreciation thereon. Many shareholders have also approached the Company to provide an exit opportunity. With an intent to obtain enhanced operational flexibility by becoming a closely held Company, the Company desires to pay off excess capital and thereby provide an exit opportunity to the members holding less than 181 shares. It is therefore felt prudent, in the interest of the members and the Company, to consider reorganization of the share capital of the Company by reducing the share capital of the Company.
The Board of Directors in their meeting held on 26.02.2020 approved the reduction in the Company’s existing issued, subscribed and fully paid-up equity share capital of Rs.1,84,44,500.00 (Rupees One Crore Eighty Four Lakhs Forty Four Thousand Five Hundred) consisting of 1,84,445 (One Lakh Eighty Four Thousand Four Hundred and Forty Five) Equity shares of Rs.100.00 (Rupees Hundred) each to Rs.1,77,19,000.00 (Rupees One Crore Seventy Seven Lakhs Nineteen Thousand) consisting of 1,77,190 (One Lakh Seventy Seven Thousand One Hundred Ninety) equity shares of Rs.100.00 (Rupees Hundred) each, by cancelling and extinguishing 7,255 number of equity shares held by pre-identified shareholders in the Company having less than 181 equity shares as on 26 February, 2020 and paying after the date of approval by the regulatory authority, to these pre-identified shareholders or their transferees or assignees against such equity shares to be cancelled and extinguished a sum of Rs.13,077.00 per equity share, being the value per equity share as determined by a Registered Valuer.”
The Directors of the Company may be deemed to be concerned and / or interested in the proposed resolution.
The resolution at item nr 1 is recommended to the members for approval as it is in the best interest of the shareholders and the Company.
By order of the Board
For CTR Manufacturing Industries Private Limited
Managing Director, (DIN 00466438)
Pune, 22 May 2020