Page 239 - Kolte Patil AR 2019-20

44 of SEBI (Listing Obligations and Disclosure Requirements) 9. The attendance of the Members attending the AGM through
Regulations 2015 (as amended), and MCA Circulars dated 08 VC/OAVM will be counted for the purpose of ascertaining the
April 2020, 13 April 2020 and 05 May 2020, the Company is quorum under Section 103 of the Companies Act, 2013.
providing facility of remote e-voting to its Members in respect 10. Pursuant to MCA Circular No. 14/2020 dated 08 April 2020, the
of the business to be transacted at the AGM/EGM. For this facility to appoint proxy to attend and cast vote for the members
purpose, the Company has entered into an agreement with is not available for this AGM/EGM. However, in pursuance
Central Depository Services (India) Limited (CDSL) for facilitating of Section 112 and Section 113 of the Companies Act, 2013,
voting through electronic means, as the authorized e-Voting’s representatives of the members such as the President of India or
agency. The facility of casting votes by a member using remote the Governor of a State or body corporate can attend the AGM/
e-voting as well as the e-voting system on the date of the AGM EGM through VC/OAVM and cast their votes through e-voting.
will be provided by CDSL.
11. In line with the Ministry of Corporate Affairs (MCA) Circular No.
8. The Members can join the AGM in the VC/OAVM mode 17/2020 dated 13 April 2020, the Notice calling the AGM will
15 minutes before and after the scheduled time of the be uploaded on the website of the Company at www.koltepatil.
commencement of the Meeting by following the procedure com. The Notice can also be accessed from the websites of the
mentioned in the Notice. The facility of participation at the Stock Exchanges i.e. BSE Limited and National Stock Exchange
AGM through VC/OAVM will be made available for maximum of India Limited at www.bseindia.com and www.nseindia.
1000 members on first come first served basis. This will not com respectively. The AGM Notice is also disseminated on the
include large Shareholders (Shareholders holding 2% or more website of CDSL (agency for providing the Remote e-Voting
shareholding), Promoters, Institutional Investors, Directors, Key facility and e-voting system during the AGM/EGM) i.e. www.
Managerial Personnel, the Chairpersons of the Audit Committee, evotingindia.com.
Nomination and Remuneration Committee and Stakeholders 12. The AGM has been convened through VC/OAVM in compliance
Relationship Committee, Auditors etc. who are allowed to with applicable provisions of the Companies Act, 2013 read with
attend the AGM without restriction on account of first come first MCA Circular No. 14/2020 dated 08 April 2020 and MCA Circular
served basis.
No. 17/2020 dated 13 April 2020 and MCA Circular No. 20/2020
dated 05 May 2020.

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

Item No. 3 time of such issue and allotment considering the prevailing market
The Company proposes to raise long term funds for the purpose of conditions and other relevant factors. The Equity Shares shall rank
its general corporate purposes and / or refinancing existing loans paripassu with the existing equity shares of the Company.
and / or any other purpose as the Board of Directors may deem fit. In the event of the issue of the Equity Shares as aforesaid by way of
The Company has been exploring various avenues for raising funds QIP, it will be ensured that:
by way of issue of equity shares (“Equity Shares”) and/or Non- a) The relevant date for the purpose of pricing of the Equity Shares
Convertible Debentures (“NCDs”) and/or Fully or Partly Convertible would, pursuant to Chapter VI of the SEBI(ICDR) Regulations, be
Debentures and/or Bonds (“Debt instruments”) and /or Global the date of the meeting in which the Board or duly authorised
Depository Receipts (“GDRs”) and /or American Depository Receipts committee thereof decides to open the proposed issue of
(“ADRs”) (“Securities”) to all eligible investors including but not limited Equity Shares;
to existing of equity shareholders, institutions, incorporated bodies,
foreign institutional investors, qualified institutional buyers, banks, b) The pricing for this purpose shall be in accordance with
mutual funds, insurance companies, pension funds, trusts, stabilizing regulation 176 of Chapter VIII of the SEBI (ICDR) Regulations.
agents and/or international offerings through public issue and/or The Company may offer a discount of not more than 5% (Five
private placement and /or rights issue and/or preferential allotment percent) on the price calculated for the QIP or such other
discount as may be permitted under SEBI (ICDR) Regulations, as
and /or qualified institutional placement (“QIP”) and / or any other amended from time to time;
permitted modes through prospectus and/or through an offer
document and/or by way of private placement offer letter and/or such c) The issue and allotment of Equity Shares shall be made only to
other documents/writings/ circulars / memoranda in such manner. Qualified Institutional Buyers (QIBs) within the meaning of SEBI
The Board has proposed an amount not exceeding C500,00,00,000/- (ICDR) Regulations and such Equity Shares shall be fully paid up
(Rupees Five Hundred Crores only), inclusive of permissible green on its allotment;
shoe option, for cash and at such premium / discount, as applicable, d) The Equity Shares shall not be eligible to be sold for a period of
at such time or times in such tranche or tranches as the Board deems 1 (one) year from the date of allotment, except on a recognized
fit and on such terms and conditions as may be determined and stock exchange or except as may be permitted from time to
deemed appropriate by the Board in its absolute discretion at the time by the SEBI (ICDR) Regulations.

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