Calcom Vision Ltd. — Board/Management Information 2023

Apr 18, 2023

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Date: April 18, 2023

To,

The Manager (Department of Corporate Services) Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001

Scrip Code: 517236

Subject : Outcome of the Meeting of Board of Directors of Calcom Vision Limited (“the Company”) in accordance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

Dear Sir/Madam ,

With reference to the captioned subject and in terms of Regulation 30 of the Listing Regulations, we hereby inform your good office that the Board of Directors of Calcom Vision Limited (“the Company’) at their Meeting held today i.e. on Tuesday, April 18, 2023, has, inter-alia transacted the following businesses:

• I. Fund raising by way of Preferential Issue:

• i. Considered and approved the issue and allotment of Equity shares of face value of Rs. 10/- (Rupees Ten Only) each to person(s) belonging to the Non-Promoter Category on preferential basis, aggregating upto Rs. 9,21,50,000 (Rupees Nine Crore Twenty One Lakh and Fifty Thousand Only) at such issue price as maybe determined by the Board/ Committee of Directors in accordance with provisions of Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended and applicable provisions of Companies Act, 2013 and rules made thereunder for cash, subject to shareholders’ approval. The names of the proposed allottees are mentioned below:

S. No.	Name of the Proposed Allottee	Category	Amount in Rs. (upto)
1.	Massachusetts Institute Of Technology	Non- Promoter	1,80,00,000
2.	Zenith Portfolio Private Limited	Non- Promoter	1,00,00,000
3.	Mr. Akhauri Rajesh Sinha	Non- Promoter	1,00,00,000
4.	Ms. Jyoti Dua	Non- Promoter	1,00,00,000
5.	Ms. Sunita Bhandari	Non- Promoter	50,00,000
6.	Mr. Anand Mohan	Non- Promoter	50,00,000
7.	Mr. Rahul Khubchand	Non- Promoter	25,00,000
8.	Ms. Charu Gupta	Non- Promoter	25,00,000

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9.	Ms. Prerna Kohli	Non- Promoter	25,00,000
10.	Ms. Bhavna Pathak	Non- Promoter	25,00,000
11.	238 Plan Associates LLC	Non- Promoter	20,00,000
12.	Mr. Sanjiv Kumar Gupta	Non- Promoter	15,00,000
13.	Bookwise India Private Limited	Non- Promoter	15,00,000
14.	Ms. Saurabhi Shahi	Non- Promoter	15,00,000
15.	Ms. Shashi Shekhar	Non- Promoter	15,00,000
16.	Mr. Vedant Shravan Kohli	Non- Promoter	15,00,000
17.	Ms. Janak Kumari Budhraja	Non- Promoter	25,00,000
18.	Ms. Sanjeevan Bajaj	Non- Promoter	10,00,000
19.	Mr. Bharat Bindal	Non- Promoter	10,00,000
20.	Sherwood Infrastructures India Limited	Non- Promoter	10,00,000
21.	Ms. Azra Khan	Non- Promoter	10,00,000
22.	Mr. Vivek Kohli	Non- Promoter	10,00,000
23.	Mr. Om Prakash Sood	Non- Promoter	15,00,000
24.	Mr. Ashok Kumar Sinha	Non- Promoter	10,00,000
25.	Ms. Kamala Hemrajani	Non- Promoter	20,00,000
26.	Ms. Bharti Jain	Non- Promoter	5,00,000
27.	Ms. ParvathyVenkatesh	Non- Promoter	5,00,000
28.	Mr. Arjun Mehta	Non- Promoter	5,00,000
29.	Mr. AbhayMehta	Non- Promoter	5,00,000
30.	Mr. SahajTalwar	Non- Promoter	2,00,000
31.	Sanjeev Jain(HUF)	Non- Promoter	1,50,000
32.	Rajeev Jain(HUF)	Non- Promoter	1,50,000
33.	Mr. Ashish Kumar Aggarwal	Non- Promoter	1,50,000
TOTAL			9,21,50,000

ii. Considered and approved the issue and allotment of Fully Convertible Warrants (‘Warrants’) of face value of Rs. 10/- (Rupees Ten Only) each to persons belonging to Promoter & Promoter group and Non Promoter Category on preferential basis aggregating upto Rs. 6,25,00,000 (Rupees Six Crore and Twenty Five Lakh Only) at such issue price as may be determined by the Board/ committee of Directors in accordance with the provisions of Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended and applicable provisions of Companies Act, 2013 and rules made thereunder for cash, carrying a right exercisable by the warrant holder to subscribe to one Equity share per warrant, to be converted at the option of the warrant holder in one or more tranches within 18 months from the date of allotment into equivalent number of fully paid-up equity shares of face value of Rs. 10/- (Rupees Ten Only) each, subject to the approval of shareholders. The names of the proposed allottees are mentioned below:

S. No.	Name of the Proposed Allottee	Category	Amount in Rs. (upto)
1.	Mr. Sushil Kumar Malik	Promoter & Promoter Group	3,00,00,000
2.	Mr. Abhishek Malik	Promoter & Promoter Group	3,00,00,000
3.	Ms. Geeta Pavan	Non- Promoter	25,00,000
TOTAL			6,25,00,000

Details as required under Regulation 30 of the SEBI Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 with respect to preferential issue, is enclosed as Annexure I .

• II. Constituted a Preferential Issue Committee to finalise/ approve all the relevant documents, as may be deemed necessary.

• III. Approved the draft of Postal Ballot Notice for shareholders’ approval and authorized the Board of Directors / the Committee of the Company to finalize the same, upon determination of the Issue Price as per the provisions of Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.

• IV. Re-Appoint of Mr. Sushil Kumar Malik (DIN: 00085715) as Chairman & Managing Director of the Company for a further period of 5 years and remuneration fix for 3 years with effect from July 31, 2023, pursuant to the provision of section 196, 197, 198 and 203 of the Companies Act, 2013 subject to the approval of shareholders and other approvals as may be required.

Pursuant to SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 a brief profile of Mr. Sushil Kumar Malik has been enclosed as Annexure-II.

Further we confirm that, Mr. Sushil Kumar Malik has not been debarred from holding the office of Director by virtue of any SEBI order or any other authority.

• V. Board has approved the Performance Linked Commission to Executive Directors of the Company subject to the approval of shareholders and other approvals as may be required.

The Meeting of the Board of Directors commenced at12:00 P.M. and concluded at 4:45 P.M.

You are requested to kindly take the above information on your records.

Thanking You, Yours Sincerely,

For Calcom Vision Limited

Digitally signed AAYUSH by AAYUSHI JINDAL Date: 2023.04.18 I JINDAL 16:55:14 +05'30'

Aayushi Jindal Company Secretary and Compliance Officer

Encl: As above

Annexure I

Details on Preferential Allotment in terms of SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015:

S. No.	Particulars		Disclosures	Disclosures
**1. **	Type of securities proposed to be issued		Equity Shares and Fully Convertible Warrants (“FCWs” or “Warrants”)
**2. **	Type of issuance		Preferential Allotment
**3. **	Total number of securities proposed to be issued or total amount for which the securities will be issued		• Issue and allotment of Equity sharesaggregating upto Rs. 9,21,50,000 (Rupees Nine Crore Twenty One Lakh and Fifty Thousand Only)at such issue price as maybe determined by the Board/ Committee of Directors in accordance with provisions of Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended and applicable provisions of Companies Act, 2013; and. • Issue and allotment of Fully Convertible Warrants (‘Warrants’)aggregating upto Rs. 6,25,00,000 (Rupees Six Crore and Twenty Five Lakh Only)at such issue price as may be determined by the Board/ committee of Directors in accordance with the provisions of Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended and applicable provisions of Companies Act, 2013 and rules made thereunder.
**4. **	Name and number of the Investor(s)		Issuance of Equity Shares to the following proposed allottees: Sr. No. Name of the Proposed Allottee 1. Massachusetts Institute Of Technology 2. Zenith Portfolio Private Limited 3. Mr. Akhauri Rajesh Sinha 4. Ms. Jyoti Dua 5. Ms. Sunita Bhandari 6. Mr. Anand Mohan 7. Mr. Rahul Khubchand 8. Ms. Charu Gupta 9. Ms. Prerna Kohli 10. Ms. Bhavna Pathak 11. 238 Plan Associates LLC 12. Mr. Sanjiv Kumar Gupta 13. Bookwise India Private Limited 14. Ms. Saurabhi Shahi 15. Ms. Shashi Shekhar 16. Mr. Vedant Shravan Kohli 17. Ms. Janak Kumari Budhraja 18. Ms. Sanjeevan Bajaj 19. Mr. Bharat Bindal 20. Sherwood Infrastructures India Limited
			Sr. No.	Name of the Proposed Allottee
			1.	Massachusetts Institute Of Technology
			2.	Zenith Portfolio Private Limited
			3.	Mr. Akhauri Rajesh Sinha
			4.	Ms. Jyoti Dua
			5.	Ms. Sunita Bhandari
			6.	Mr. Anand Mohan
			7.	Mr. Rahul Khubchand
			8.	Ms. Charu Gupta
			9.	Ms. Prerna Kohli
			10.	Ms. Bhavna Pathak
			11.	238 Plan Associates LLC
			12.	Mr. Sanjiv Kumar Gupta
			13.	Bookwise India Private Limited
			14.	Ms. Saurabhi Shahi
			15.	Ms. Shashi Shekhar
			16.	Mr. Vedant Shravan Kohli
			17.	Ms. Janak Kumari Budhraja
			18.	Ms. Sanjeevan Bajaj
			19.	Mr. Bharat Bindal
			20.	Sherwood Infrastructures India Limited

			21.	Ms. Azra Khan	Ms. Azra Khan
			22.	Mr. Vivek Kohli
			23.	Mr. Om Prakash Sood
			24.	Mr. Ashok Kumar Sinha
			25.	Ms. Kamala Hemrajani
			26.	Ms. Bharti Jain
			27.	Ms. Parvathy Venkatesh
			28.	Mr. Arjun Mehta
			29.	Mr. Abhay Mehta
			30.	Mr. Sahaj Talwar
			31.	Sanjeev Jain (HUF)
			32.	Rajeev Jain (HUF)
			33.	Mr.Ashish Kumar Aggarwal
			Sr. No.		Name of the Proposed Allottee
			1.		Mr. Sushil Kumar Malik
			2.		Mr. Abhishek Malik
			3.		Ms. Geeta Pavan
**5. **	Issue price		At such issue price as may be determined by the Board/ Committee of Directors in accordance with the provisions of Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018,as amended.
**6. **	Tenure/ Conversion		Equity Shares:Not Applicable Warrants:Convertible into Equal number of Equity Shares of face value of Rs. 10/- each within a maximum period of 18 months from the date of allotment of such Warrants.
**7. **	Nature of Consideration (Whether cash or consideration other than cash)		Cash

Annexure-II

Re-appointment of Mr. Sushil Kumar Malik (DIN:00085715), as Chairman & Managing Director of Calcom Vision Limited

Details of events that need to be provided	Information of such event
Name of the Director	Sushil Kumar Malik
Designation/category of the Director	Chairman & Managing Director
Reason of Change viz. appointment, resignation, removal, death or otherwise	The present term of Mr. Sushil Kumar Malik as Chairman & Managing expires on July 30, 2023. He is re-appointed for a further term of 5 years w.e.f. July 31, 2023.
Date of Appointment/Cessation (as applicable)	Re-appointment of Mr. Sushil Kumar Malik as a Chairman & Managing Director for a term of 5 years w.e.f. July 31, 2023 to July 30, 2028, liable to retire by rotation.
Date of Birth & Age	9thSeptember,1949 73 years
Brief Profile	Mr. Sushil Kumar Malik is the founder of Calcom and also its Chairman and Managing Director. He is a qualified Electronics Engineer from Delhi College of Engineering and has an M.B.A. from FMS, Delhi. He has over four decades of rich experience in the electronics and lighting industry and has been associated with Calcom since its inception. Besides overseeing all the operational functions, his primary focus is the company’s vision & strategic planning, business development of large corporate accounts, and research and development.
Relationship with Directors/KMP Interse	Mr. Abhishek Malik Director of the Company (being his son)
Number of Shares held in the Company	15,79,903

For Calcom Vision Limited

AAYUSH Digitally signed by AAYUSHI JINDAL I JINDAL Date: 2023.04.18 16:55:39 +05'30'

Aayushi Jindal Company Secretary and Compliance Officer

Date: April 18, 2023 Place: Greater Noida