Page 239 - Kolte Patil AR 2019-20
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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 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,
               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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