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Compuage Infocom Ltd Proxy Solicitation & Information Statement 2019
59334_rns_2019-02-07_fc659516-7018-490b-ad2f-c3b9b991e955.pdf
Proxy Solicitation & Information Statement
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7th February 2019
To, BSE Ltd. Exchange Plaza, Dalal Street, Bandra (E), Mumbai 400 001. Mumbai —400 051
The Corporate Services Dept. National Stock Exchange of India Ltd., Phiroze Jeejeebhoy Towers, C-i, Block C, Bandra Kurla Complex,
Security Code: 532456 Symbol: COMPINFO ISIN: 1NE070C01037
Sub: Notice of Extra-Ordinary General Meeting
Dear Sir/ Ma'am,
Please find enclosed herewith Notice of the Extra-Ordinary General Meeting of the Company to be held on Friday, 1st March 2019 at 10.00 a.m. at The Victoria Memorial School for the Blind, 73, Tardeo Road, Opp. Film Centre, Tardeo, Mumbai -400 034, to transact the following business:
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- To consider increase in Authorised Share Capital and consequential alteration of Capital clause of the Memorandum of Association;
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- To consider issue upto 62,35,811 Equity Shares on Preferential Issue basis and
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- To consider issue upto 1,00,00,000; 9% Optionally Convertible Preference Shares on Preferential Issue basis.
Kindly take the document on record and oblige.
Thanking you,
Yours faithfully, For Compuage Infocom Ltd.
Disha Shah ;r%JJ Company Secretary Place: Mumbai End: As above
0-601/602 & G-601/602 Lotus Corporate Port Graham HIIt Street Compound. Western E,rpress Hhwo Goregoan (E), Mumbal .400063. Inda. Ph.:+91-22-671 1 4444 Fax:+91-22-671 1 4445 Into@compucgeIndccOn yv.cornpucgenda.com CtI L99999NW999PtCfl594
CIN: L99999MH1999PLC135914
D - 601/602 & G - 601/602, Lotus Corporate Park, Graham Firth Steel Compound, Western Express Highway, Goregaon (E), Mumbai 400 063, India.
Phone : 022-67114444, Fax : 022-67114445
E-mail : [email protected] Website : www.compuageindia.com
Notice is hereby given that an Extra Ordinary General Meeting of the Members of Compuage Infocom Limited will be held on Friday, 1st March 2019 at 10.00 a.m. at The Victoria Memorial School for the Blind, 73, Tardeo Road, Opp. Film Centre, Tardeo, Mumbai - 400 034, to transact the following business:
a.
pursuant to the provisions of Section 61 read with Sections 13, 64 and other applicable provisions, if any, of the Companies Act, 2013 (including any amendment thereto or re-enactment thereof) and the rules framed there under, and in accordance with the provisions of the Articles of Association of the Company, the consent of the Members of the Company be and is hereby accorded to increase the Authorized Share Capital of the Company from existing is Rs. 22,67,00,000 (Rupees Twenty Two Crore Sixty Seven Lakh only) divided into 9,62,70,000 (Nine Crore Sixty Two Lakh Seventy Thousand) Equity Shares of Rs.2/- (Rupees Two only) each, 46,65,600 (Forty Six Lakh Sixty Five Thousand Six Hundred) Preference Shares of Rs. 0.10/- (Ten Paise only) each and 33,69,344 (Thirty Three Lakh Sixty Nine Thousand Three Hundred Forty Four) Preference Shares of Rs. 10/- (Rupees Ten only) each to Rs. 30,30,06,560 (Rupees Thirty Crore Thirty Lakh Six Thousand Five Hundred and Sixty only)divided into 9,62,70,000 (Nine Crore Sixty Two Lakh Seventy Thousand) Equity Shares of Rs. 2/- (Rupees Two only) each, 46,65,600 (Forty Six Lakh Sixty Five Thousand Six Hundred) Preference Shares of Rs. 0.10/- (Ten Paise only) each and 1,10,00,000 (One Crore Ten Lakh) Preference Shares of Rs.10/- (Rupees Ten only) each thus by creation of additional 76,30,656 (Seventy Six Lakh Thirty Thousand Six Hundred Fifty Six) Preference Shares of face value of Rs.10/- each ranking paripassu in all respect with the existing Preference Shares of the Company.
the existing Clause V of the Memorandum of Association of the Company as to share capital be and is hereby deleted and substituted with the following new Clause V:
V*** The Authorized Share Capital of the Company is Rs. 30,30,06,560 (Rupees Thirty Crore Thirty Lakh Six Thousand Five Hundred and Sixty only) divided into 9,62,70,000 (Nine Crore Sixty Two Lakh Seventy Thousand) Equity Shares of Rs.2/- (Rupees Two only) each, 46,65,600 (Forty Six Lakh Sixty Five Thousand Six Hundred) Preference Shares of Rs. 0.10/- (Ten Paise only) each and 1,10,00,000 (One Crore Ten Lakh) Preference Shares of Rs.10/- (Rupees Ten only) each with rights, privileges and conditions attaching thereto as may be determined by the Board of Directors of the Company at the time of issue, with power to increase and reduce the capital for the Company and to attach thereto respectively such preferential deferred, guaranteed, qualified or special rights, privileges and conditions as may be determined by the Board of Directors of the Company and to vary, modify, amalgamate or abrogate any such rights, privileges or conditions in such manner as may for the time being be provided by the resolution of the Board of Directors of the Company.
the Board of Directors be and are hereby authorized to file requisite forms and do all such acts, deeds, matters and things as may be considered necessary, desirable and expedient for giving effect to aforesaid resolution."
b. ISSUE UPTO 6235811 EQUITY SHARES ON PREFERENTIAL ISSUE BASIS:
To consider, and if thought fit, to pass the following resolution as Special Resolution:-
pursuant to the provisions of Sections 42, 62(1)(c) and all other applicable provisions of the Companies Act, 2013 and the Rules framed thereunder including any statutory modification(s) or re-enactment(s) thereof for the time being in force, the Memorandum of Association and Articles of Association of the Company, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended ("SEBI ICDR Regulations"), Securities and Exchange Board of India (Substantial Acquisitions of Shares and Takeover) Regulations, 2011 as amended ("SEBI (SAST) Regulations") and all other applicable laws including the Foreign Exchange Management Act, 1999, the Foreign Exchange (Transfer or Issue of Securities by a Person Resident Outside India) Regulations, 2000, various rules, regulations, press notes, notifications, any other guidelines and clarifications issued by the Government of India, all applicable circulars, notifications issued by the Securities and Exchange Board of India ("SEBI Regulations"), the Reserve Bank of India ("RBI"), stock exchanges on which the Equity Shares of the Company are listed and also by any other statutory/regulatory authorities and subject to all such other approvals, permissions, consents and/ or sanctions of any authorities, as may be necessary, and subject to such conditions and modifications, as may be prescribed byany one of them while granting any such approvals, consents, permissions and/or sanctions which may be agreed to by the Board of Directors of the Company, the consent of the Members be and is hereby accorded to the Board to create, issue, offer and allot, up to 62,35,811Equity Shares of the Company, having face value of Rs. 2/- (Rupees Two only) each, at or above the minimum issue price as determined as on the Relevant Date in accordance with Regulation 164 of the ICDR Regulations and applicable law, to entity(ies) as mentioned in the explanatory statement (hereinafter referred to as the 'Proposed Allottee') by way of a preferential allotment and in such manner and on such terms and conditions, as may be deemed appropriate by the Board at its absolute discretion but subject to applicable laws and regulations, including the provisions of Chapter V of the SEBI ICDR Regulations, 2018 and Companies Act, 2013.
in accordance with Regulation 161 of the ICDR Regulations, the "Relevant Date", for determining the minimum price of the Equity Shares to be allotted to the Proposed Allottee, on a preferential basis, is 30th January 2019, being the date which is 30 (Thirty) days prior to the date of this Extraordinary General Meeting i.e. 1st March 2019.
, if required, price determined for preferential issue shall be subject to appropriate adjustments in accordance with the provisions of Regulation 166 of the ICDR Regulations.
the Equity Shares to be allotted in terms of this resolution shall be made fully paid up at the time of allotment, be issued in dematerialized form only and shall rank paripassu with the existing Equity Shares of the Company in all respects and the same shall be subject to lock-in for such period as may be prescribed under Regulation 167 of the ICDR Regulations. The Equity Shares so offered, issued and allotted will be listed on Stock Exchanges where the Equity Shares of the Company are listed, subject to the receipt of necessary regulatory permissions and approvals as the case may be.
for the purpose of giving effect to the aforesaid resolution, the Board be and is hereby authorised on behalf of the Company to take all actions and to do all such acts, deeds, matters and things (including sub-delegating its powers to authorised representatives) as it may, in its absolute discretion, deem necessary, proper or desirable for such purpose, including deciding / revising the dates of allotment, deciding and / or finalising other terms of issue and allotment in consonance with the ICDR Regulations, listing of the Equity Shares to be issued and allotted and to modify, accept and give effect to any modifications to the terms and conditions of the issue as may be required by the statutory, regulatory and other appropriate authorities including but not limited to SEBI, the RBI, the Government of India, etc. and such other approvals (including approvals of the existing lenders of the Company) and as may be agreed by the Board, and to settle all questions, difficulties or doubts that may arise in the proposed issue, pricing of the issue, allotment and listing of the Equity Shares, including utilisation of the issue proceeds and to execute all such deeds, documents, writings, agreements, applications, forms in connection with the proposed issue as the Board may in its absolute discretion deem necessary or desirable without being required to seek any further consent or approval of the Shareholders or otherwise with the intent that the Shareholders shall be deemed to have given their approval thereto expressly by the authority of this resolution.
the Board hereby delegates (to the extent permitted by law) all or any of the powers herein conferred to any committee of Directors or any Director(s) or executive(s)/officer(s) of the Company to do all such acts, deeds, matters and things as also to execute such documents, writings etc. as may be necessary to give effect to the aforesaid resolutions and all the actions that may be taken by the Board or Committee duly constituted for this purpose in this connection be and are hereby ratified and confirmed in all respects."
c.
To consider, and if thought fit, to pass the following resolution as Special Resolution:-
pursuant to the provisions of Sections 42, 55, 62(1)(c) and all other applicable provisions of the Companies Act, 2013 and the Rules framed thereunder including any statutory modification(s) or re-enactment(s) thereof for the time being in force, the Memorandum of Association and Articles of Association of the Company, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended ("SEBI ICDR Regulations"), Securities and Exchange Board of India (Substantial Acquisitions of Shares and Takeover) Regulations, 2011 as amended ("SEBI (SAST) Regulations") and all other applicable laws including the Foreign Exchange Management Act, 1999, the Foreign Exchange (Transfer or Issue of Securities by a Person Resident Outside India) Regulations, 2000, various rules, regulations, press notes, notifications, any other guidelines and clarifications issued by the Government of India, all applicable circulars, notifications issued by the Securities and Exchange Board of India ("SEBI Regulations"), the Reserve Bank of India ("RBI"), stock exchanges on which the Equity Shares of the Company are listed and also by any other statutory/regulatory authorities and subject to all such other approvals, permissions, consents and/or sanctions of any authorities, as may be necessary, and subject to such conditions and modifications, as may be prescribed by any one of them while granting any such approvals, consents, permissions and/or sanctions which may be agreed to by the Board of Directors of the Company, consent of the Members of the Company be and is hereby given to the Board of Directors of the Company (the "Board") which term shall be deemed to include any committee which the Board may hereinafter constitute to exercise its powers including the power conferred by this resolution) to create, offer, issue and allot, on preferential basis, upto1,00,00,000, 9% Optionally Convertible Preference Shares having face value of Rs.10/- each ("OCPS"),at par aggregating up to Rs. 10,00,00,000/- (Rupees Ten Crore Only), to entity(ies) as mentioned in the explanatory statement (hereinafter referred to as the "Proposed Allottee"), the entire consideration being payable to the Company on or before allotment, optionally convertible into 37,03,703 Equity Shares of the Company having face value Rs.2/ each (Rupees Two only) ("Equity Shares") at the conversion price of Rs.27/- price above the minimum price as determined as on the Relevant Date in accordance with Regulation 164 of the ICDR Regulations and applicable laws, conversion price includes premium. OCPS shall be convertedat the option of the proposed Allottee within a time framenot exceeding 18 (Eighteen) months from the date of allotment or subject to redemption by the Company at a premium of 5% at the end of 18 (Eighteen) months, in such manner and on such terms and conditions laid down in the Explanatory Statement annexed to this notice and as may be deemed appropriate by the Board at its absolute discretion but subject to applicable laws and regulations, including the provisions of Chapter V of the SEBI ICDR Regulations, 2018 and Companies Act, 2013.
in accordance with Regulation 161 of the ICDR Regulations, the "Relevant Date", for determining the conversion price for issue of the Equity Shares against OCPS is 30th January 2019, being the date which is 30 (Thirty) days prior to the date of this Extraordinary General Meeting i.e. 1st March 2019.
the terms and conditions on which the OCPS shall be issued and allotted shall include the following terms and conditions:
- a. The OCPS shall be allotted in dematerialized form and the Equity Shares arising on conversion shall also be allotted in dematerialized form.
- b. The Proposed Allottee shall be entitled to opt only for conversion of all the OCPS into Equity Shares of Rs. 2/- each, within a period of 18 (Eighteen) months commencing from the date of allotment of such OCPS.
- c. The OCPS shall carry a preferential right vis-à-vis Equity Shares of the Company with respect to the payment of dividend and repayment of capital during winding up.
- d. The OCPS shall bear a cumulative dividend equal to 9% per annum payable till the date of conversion of OCPS on an annual basis. The dividend will be calculated on pro-rata basis i.e. from the date of allotment of such OCPS till the date of conversion/redemption.
- e. The voting rights of the persons holding the OCPS shall be in accordance with the provisions of Section 47 and other applicable provisions, if any, of the Companies Act, 2013.
- f. The OCPS and Equity Shares arising on conversion of OCPS shall be subject to a mandatory lock-in for the time period prescribed under the SEBI ICDR Regulations.
- g. The OCPS shall not be entitled to participate in the surplus funds, surplus assets and profits of the Company on winding up, which may remain after the entire capital has been repaid.
the Board be and is hereby authorized to make an offer to the Proposed Allottee through private placement offer letter (in the format of PAS-4) immediately after passing of this resolution.
in pursuance of the above, the Equity Shares to be issued and allotted pursuant to the conversion of the OCPS: a. shall be subject to the provisions of the Memorandum of Association and Articles of Association of the Company; and b. shall rank paripassu with the existing Equity Shares in all respects subject to the provisions of the Memorandum of Association and Articles of Association of the Company and applicable laws and regulations.
in case the Proposed Allottee does not choose to exercise the conversion option, the OCPS held by the Proposed Allottee will be compulsorily redeemed by the Company along with the cumulative dividend of 9% p.a. payable annually on the Issue Price per OCPS in respect of each OCPS and at the redemption premium being 5% payable on the face value per OCPS in respect of each OCPS alongwith the redemption amount within a period of 30 (Thirty) days following the expiry of 18 (Eighteen) months period commencing from the date of allotment of such OCPS.
in the event of the Company making a bonus issue of shares or making rights issue of shares or any other securities in whatever proportion or any corporate action prior to the exercise of the rights attached to the OCPS, the entitlement of the holders shall stand augmented in the same proportion in which the Equity Share Capital of the Company increases as a consequence of such bonus/rights issues or any corporate action and that the exercise price of the OCPS to be adjusted accordingly, subject to such approvals as may be required.
for the purpose of giving effect to the aforesaid resolution, the Board be and is hereby authorised on behalf of the Company to take all actions and to do all such acts, deeds, matters and things (including sub-delegating its powers to authorised representatives) as it may, in its absolute discretion, deem necessary, proper or desirable for such purpose, including deciding / revising the dates of allotment, deciding and / or finalising other terms of issue and allotment in consonance with the ICDR Regulations, listing of the Equity Shares to be issued and allotted on conversion and to modify, accept and give effect to any modifications to the terms and conditions of the issue as may be required by the statutory, regulatory and other appropriate authorities including but not limited to SEBI, the RBI, the Government of India, etc. and such other approvals (including approvals of the existing lenders of the Company) and as may be agreed by the Board, and to settle all questions, difficulties or doubts that may arise in the proposed issue, pricing of the issue, allotment and listing of the Equity Shares, including utilisation of the issue proceeds and to execute all such deeds, documents, writings, agreements, applications, forms in connection with the proposed issue as the Board may in its absolute discretion deem necessary or desirable without being required to seek any further consent or approval of the Shareholders or otherwise with the intent that the Shareholders shall be deemed to have given their approval thereto expressly by the authority of this resolution.
the Board hereby delegates (to the extent permitted by law) all or any of the powers herein conferred to any Committee of Directors or any Director(s) or executive(s)/officer(s) of the Company to do all such acts, deeds, matters and things as also to execute such documents, writings, etc. as may be necessary to give effect to the aforesaid resolutions and all the actions that may be taken by the Board or Committee duly constituted for this purpose in this connection be and are hereby ratified and confirmed in all respects."
Place : Mumbai Date: 31st January 2019
Registered Office: D- 601/602 & G - 601/602, Lotus Corporate Park, Graham Firth Steel Compound, Western Express Highway, Goregaon (E), Mumbai - 400 063.
NOTES:
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- The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, is annexed hereto.
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- A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXY TO BE EFFECTIVE SHOULD BE LODGED AT THE REGISTERED OFFICE OF THE COMPANY NOT LATER THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.
Corporate members intending to send their authorized representative to attend the meeting are requested to send a certified true copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the meeting.
Pursuant to Section 105, a person can act as proxy on behalf of Members not exceeding 50 (Fifty) and holding in the aggregate not more than 10% (Ten Percent) of the total share capital of the Company. A Member holding more than 10% (Ten Percent) of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.
- Electronic copy of the Extra-Ordinary General Meeting (EGM), inter alia, indicating the process and manner of e-voting along with the Proxy Form is being sent to all the Members whose email IDs are registered with the Company/ Depository Participant(s) for communication purposes unless any Member has requested for a hard copy of the same. For the Members who have not registered their email address, physical copies of the Notice of the Extra-Ordinary General Meeting, inter alia, indicating the process and manner of e-voting along with Attendance Slip and Proxy Form has been sent in the physical mode.
4. Members are requested to :-
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i. Write to the Company at least 7 days before the date of the meeting, in case they desire any information as regards notice of EGM, so as to enable the Company to keep the information ready.
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ii. Bring their copy of the Notice of EGM, Attendance slip and their photo identity proof at the Extra Ordinary General Meeting.
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iii Members who hold shares in dematerialized form are requested to write their Client ID and DP ID and those who hold shares in physical form are requested to write their Folio Number in the Attendance Slip for attending the Meeting.
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iv. Intimate to the Registrar & Transfer Agent (R&TA) of the Company immediately, about any change in their address, where the shares are held in electronic form, such change is to be informed to the Depository Participant (DP) and not to the Company / R&TA.
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v. Quote Registered Folio no. or DP ID/Client ID no. in all their correspondence.
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vi. Approach the R&TA of the Company for consolidation of folios.
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vii. Avail Nomination facility by filing in form SH-13 in accordance with Section 72 of the Companies Act, 2013 and forward the same to the R&TA, if not done. (Applicable for those holding shares in physical form).
C 101, 247 Park, L B S Marg, Vikhroli West, Mumbai - 400 083.
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- All the documents referred to in the Notice are open for inspection at the Registered Office of the Company between 11:00 a.m. to 3:00 p.m. on all working days except Sundays, 1st and 2nd Saturdays and Public Holidays until the date of the Extra- Ordinary General Meeting or any adjournment(s) thereof.
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- Members may also note that the electronic copy of the Notice of the Extra Ordinary General Meeting will be available on the Company's website, www.compuageindia.com. The physical copies of the aforesaid documents will also be available at the Company's registered office for inspection during normal business hours on working days. Members who require communication in physical form in addition to ecommunication, or have any other queries, may write to us: [email protected]
-
- Voting through Electronic means:
- I. In compliance with the provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI (LODR) Regulations, 2015, the Company is pleased to provide members facility to exercise their right to vote on resolutions proposed to be considered at the Extra- Ordinary General Meeting (EGM) by electronic means and the business may be transacted through e-Voting Services. The facility of casting the votes by the Members using an electronic voting system from a place other than venue of the EGM ("remote e-voting") will be provided by National Securities Depository Limited (NSDL).
- II. The facility for voting through ballot paper shall be made available at the EGM and the Members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper.
- III. The Members who have cast their vote by remote e-voting prior to the EGM may also attend the EGM but shall not be entitled to cast their vote again.
- IV. The remote e-voting period commences on Tuesday, 26th February 2019 (9:00 am) and ends on Thursday, 28th February 2019 (5:00 pm). During this period, Members' of the Company holding shares either in physical form or in dematerialized form, as on the cut-off date of 22nd February 2019, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently.
- V. The Members who have registered their email id with the Company/RTA/Depository Participants will receive an email from NSDL while the Members who have not registered their email Id will receive a physical copy of Notice of EGM wherein EVEN no, User ID and Password will be provided for casting their vote via e-voting. The process and manner for remote e-voting is as under:
The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:
Step 1: Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/
Step 2: Cast your vote electronically on NSDL e-Voting system.
Details on Step 1: Log-in to NSDL e-Voting website is mentioned below:
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- Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
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- Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholders' section.
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- A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
- Your User ID details are given below:
| Manner of holding shares i.e. Demat(NSDL or CDSL) or Physical | Your User ID is: |
|---|---|
| a) For Members who hold shares in demat account with NSDL. | 8 Character DP ID followed by 8 Digit Client IDFor example if your DP ID is IN300*** and Client ID is 12****** thenyour user ID is IN30012***. |
| b) For Members who hold shares in demat account with CDSL. | 16 Digit Beneficiary IDFor example if your Beneficiary ID is 12************** then youruser ID is 12************** |
| c) For Members holding shares in Physical Form. | EVEN Number followed by Folio Number registered with theCompanyFor example if folio number is 001*** and EVEN is 101456 thenuser ID is 101456001*** |
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- Your password details are given below:
- a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
- b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
- c) How to retrieve your 'initial password'?
- i. If your email ID is registered in your demat account or with the Company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The pdf file contains your 'User ID' and your 'initial password'.
- ii. If your email ID is not registered, your 'initial password' is communicated to you on your postal address.
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- If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
- a) Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
- b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
- c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address.
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- After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
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- Now, you will have to click on "Login" button.
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- After you click on the "Login" button, Home page of e-Voting will open.
Details on Step 2: Cast your vote electronically on NSDLe-Voting system is given below:
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- After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.
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- After click on Active Voting Cycles, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle is in active status.
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- Select "EVEN" of company for which you wish to cast your vote.
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- Now you are ready for e-Voting as the Voting page opens.
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- Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
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- Upon confirmation, the message "Vote cast successfully" will be displayed.
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- You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
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- Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for Shareholders:
- 1 Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] or [email protected] with a copy marked to [email protected].
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- It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
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- In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request at [email protected]
- VI. If you are already registered with NSDL for remote e-voting then you can use your existing user ID and password/PIN for casting your vote. VII. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future
- communication(s). VIII. The voting rights of Members shall be in proportion to their shares of the paid up Equity Share Capital of the Company as on the cut-off date of
- 22nd February 2019. IX. Any person, who acquires shares of the Company and becomes Member of the Company after dispatch of the notice and holds Shares after the cut-off date i.e. 31st January 2019, may obtain the login ID and password by sending a request at [email protected] or [email protected].
However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using "Forgot User Details/Password" option available on www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990.
- X. A Member may participate in the EGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the EGM.
- XI. A person, whose name is recorded in the register of Members or in the register of beneficial owners maintained by the depositories as on the cutoff date only shall be entitled to avail the facility of remote e-voting as well as voting at the EGM through ballot paper.
- XII. Mr. Virendra G. Bhatt, Practicing Company Secretary, (C.P. No.124) has been appointed as the Scrutinizer for providing facility to the Members of the Company to scrutinize the voting and remote e-voting process in a fair and transparent manner.
- XIII. The Chairman shall, at the EGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of Scrutinizer, by use of "Ballot Paper" or "Polling Paper" for all those Members who are present at the EGM but have not cast their votes by availing the remote e-voting facility.
- XIV. The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the EGM, a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.
- XV. The Results declared alongwith the report of the Scrutinizer shall be placed on the website of the Company www.compuageindia.com and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the Stock Exchanges.
(Pursuant to Section 102 of the Companies Act, 2013)
The Company proposes to raise funds up to Rs. 27 Crore (Rupees Twenty Seven Crore only) by issuing Preference Shares and any other securities in any combination thereof with or without premium on Preferential Issue basis. The existing Authorised Capital of the Company is Rs. 22,67,00,000 (Rupees Twenty Two Crore Sixty Seven Lakh only) divided into 9,62,70,000 (Nine Crore Sixty Two Lakh Seventy Thousand) Equity Shares of Rs.2/- (Rupees Two only) each, 46,65,600 (Forty Six Lakh Sixty Five Thousand Six Hundred) Preference Shares of Rs.0.10/- (Ten Paise only) each and 33,69,344 (Thirty Three Lakh Sixty Nine Thousand Three Hundred Forty Four) Preference Shares of Rs.10/- (Rupees Ten only) each which is not sufficient to cover the proposed amount of issue. Section 61 of the Companies Act, 2013, (including any statutory modification(s) or re-enactment thereof, for the time being in force, the "Companies Act") provides that a limited company having a share capital may, if so authorized by its Articles of Association, with the consent of its Members, alter the conditions of its Memorandum of Association so as to increase its share capital by such amount as it thinks expedient by issuing new shares. In view of this, the Company proposes to increase the existing Authorised Equity Capital from Rs.22,67,00,000/- (Rupees Twenty Two Crore Sixty Seven Lakh only) divided into 9,62,70,000 (Nine Crore Sixty Two Lakh Seventy Thousand) Equity Shares of Rs.2/- (Rupees Two only) each, 46,65,600 (Forty Six Lakh Sixty Five Thousand Six Hundred) Preference Shares of Rs.0.10/- (Ten Paise only) each and 33,69,344 (Thirty Three Lakh Sixty Nine Thousand Three Hundred Forty Four) Preference Shares of Rs.10/- (Rupees Ten only) each to Rs.30,30,06,560 (Rupees Thirty Crore Thirty Lakh Six Thousand Five Hundred and Sixty only) by creation of additional 76,30,656 (Seventy Six Lakh Thirty Thousand Six Hundred Fifty Six) Preference Shares of face value of Rs.10/- each. The proposed increase in Authorised Capital will consequently require alteration in Capital Clause V of Memorandum of Association.
The draft Memorandum of Association after incorporating the proposed change is available for inspection at the registered office of the Company during business hours on all working days excluding Saturdays and Sundays between 11.00 am to 3.00 pm upto the date of the meeting.
Accordingly, approval of the Members is hereby sought by way of Ordinary resolution as set at item no.1of the notice convening the meeting.
Your Directors recommend aforesaid Resolution at Item No.1of the accompanying Notice as it is in the interest of the Company. None of the Directors and Key Managerial Personnel of the Company or their relatives is directly or indirectly concerned or interested in this Resolution.
Your Company intends to raise funds to meet its general corporate purpose expenses. Hence, after having pragmatic discussion, the Board is of the view to raise funds by way of Preferential Allotment of Equity Shares and Optionally Convertible Preference Shares (OCPS).
In terms of Section 62(1)(c) read with Sections 42 and 55 of the Companies Act, 2013 and Rules made thereunder (the "Act"), and in accordance with provisions of Chapter V - "Preferential Issue" of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the "ICDR Regulations"), as amended, and on the terms and conditions and formalities as stipulated in the Act and the ICDR Regulations, a Company can undertake preferential allotment / private placement only after obtaining prior approval of the Shareholders by way of Special Resolution.
Accordingly, the Company proposes to issue and allot fully paid-up 6235811Equity Shares having face value of Rs.2/- (Rupees Two Only) each at or above the minimum price as determined as on Relevant Date, in accordance with Regulation 164 of the SEBI (ICDR) Regulations, 2018 and 1,00,00,000; 9% OCPS having face value of Rs.10/- (Rupees Ten Only) each at par aggregating to Rs.10,00,00,000/- (Rupees Ten Crore only) and conversion price determined in accordance with Regulation 164 of the ICDR Regulations and other applicable laws, to the Proposed Allottees as mentioned below.
The following details of the proposed preferential issue of the Equity Shares and OPCS are disclosed in accordance with the provisions of the Companies Act and the ICDR Regulations, as amended from time to time:
TERMS FOR ISSUE OF OCPS:
Disclosures as required under Rule 9(3) of the Companies (Share Capital and Debentures) Rules, 2014 and the terms of the OCPS
| Sr. No. Particulars | Details | |
|---|---|---|
| 1. | Nature of such shares | Fully-paid up, Listed, Cumulative, Optionally Convertible Preference Shares. |
| 2. | The terms of issue including terms andrate of dividend on each share, etc. | a. The OCPS shall be issued in dematerialized form and the Equity Shares arising onconversion shall be issued in dematerialized form. |
| b. All OCPS shall be converted on or before the end of 18 months from the date of issuance at theoption of the Investors. | ||
| c. In case, the Proposed Allottee does not opt for conversion then it will be redeemed at the end of18th month of allotment of OCPS. | ||
| d. The Proposed Allottee shall have the option to opt for part conversion. | ||
| e. The OCPS shall bear a cumulative dividend of 9.00% p.a. payable annually on the Issue Priceper OCPS in respect of each OCPS. The dividend will be calculated on pro-rata basis i.e. fromthe date of allotment of such OCPS. | ||
| f. The OCPS shall not be entitled to participate in the surplus funds, surplus assets and profits ofthe Company on winding up, which may remain after the entire capital has been repaid. | ||
| g. The OCPS will be unsecured and such OCPS and the Equity Shares arising on conversion shallbe subject to a mandatory lock-in as per the SEBI (ICDR) Regulations. | ||
| h. The Equity Shares to be allotted on conversion of the OCPS shall rank paripassu in all respects,including with respect to dividend with the then fully paid up Equity Shares. | ||
| i. The claims of the holder of the OCPS shall be subordinated to the claims of all senior/securedand unsecured/subordinated creditors of the Company but shall rank senior to the claims of theEquity Shareholders of the Company. | ||
| j. The voting rights of the persons holding the OCPS shall be in accordance with the provisions ofSection 47 and other applicable provisions, if any, of the Companies Act, 2013. | ||
| k. In the event of delay in the payment of Dividend on the Due Date(s), the Issuer shall payadditional dividend at the rate of 2% (Two Percent p.a.) on the face value amount of the OCPSfor the period of delay i.e. the period commencing from and including the date on which suchamount becomes due and upto but excluding the date on which such amount is actually paid. In |
| the event of delay in payment of Redemption Amount or redemption premium on the DueDate(s), the Issuer shall pay additional dividend at the rate of 2% (Two Percent p.a.) for suchperiod (excluding the date of actual redemption) as the redemption amount or redemptionpremium of OCPS remains outstanding after the Due Date for such redemption. | ||
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| 3. | The terms of redemption, including thetenure of redemption, redemption ofshares at premium and if the preferenceshares are convertible, the terms ofconversion. | a. All OCPS shall be converted in to 37,03,703 Equity Shares having face value of Rs.2/- per shareon or before the end of 18 months from the date of allotment of OCPS at the option of theInvestors, in one or more tranches. In the event of conversion, the conversion price shall beRs.27/- (Rupees Twenty Seven only) as determined in accordance with SEBI (ICDR)Regulations.b. If the Investors opt to redeem the preference shares, the Redemption amount shall include facevalue plus any dividend accrued but not paid on any previous Dividend Payment Date(s) as wellthe Dividend accrued upto the Redemption Date (given below) and redemption premium on thedate following the due date. In case, the date of payment falls on a Saturday, Sunday or BankHoliday or any other day on which banks remain closed, the payment will be made on the nextworking day.c. Redemption premium will be 5% payable on the Face Value per OCPS in respect of each OCPSalongwith the redemption amount. |
| 4. | The manner and modes of redemption | Redemption shall be in accordance with the Companies Act, 2013. |
| 5. | The current shareholding pattern andthe expected dilution in equity sharecapital upon conversion of preferenceshares. | Please refer the disclosure covered under explanatory statement, hereunder. |
DISCLOSURES AS REQUIREED UNDER COMPANIES ACT AND SEBI (ICDR) REGULATIONS:
(i)
The Company requires funds for general corporate purpose. In order to generate long term resources for implementing future growth plans, it is proposed to issue Equity Shares and OCPS on preferential allotment basis.
The proceeds of the proposed preferential allotment will strengthen the financial position of the Company.
(ii)
The Board intends to offer, issue and allot up to 62,35,811Equity Shares of the Company, having face value of Rs. 2/- (Rupees Two only) each. Additionlly, the Board considers to offer, issue and allot up to 1,00,00,000; 9% OCPS having face value of Rs.10/- (Rupees Ten only) each aggregating to Rs.10,00,00,000/- (Rupees Ten Crore only)
(iii) The minimum issue price and the conversion price for issue of Equity Shares and OCPS, respectively, has been determined as on the Relevant Date in accordance with Regulation 164 of SEBI ICDR Regulations, 2018 and other applicable laws, if any. The price computed shall be subject to appropriate adjustments, if any, as per the provisions of Regulation 166 of the said Regulations.
- (iv) The Company is listed on BSE Limited and National Stock Exchange of India Limited and the Equity Shares of the Company are frequently traded on both the exchanges for more than twenty six weeks as on the relevant date. Thus, in accordance with the provisions of Regulation 164 of the ICDR Regulations, the minimum issue price of the Equity Shares and the minimum conversion price for Equity Shares to be allotted on conversion of OCPS pursuant to the preferential issue shall be not less than higher of the following:
- a. The average of the weekly high and low of the volume weighted average price of the related Equity Shares quoted on the recognised stock exchange during the twenty six weeks preceding the relevant date; or
- b. The average of the weekly high and low of the volume weighted average prices of the related Equity Shares quoted on a recognised stock exchange during the two weeks preceding the relevant date.
The higher minimum issue price arrived at after calculating in the aforesaid manner has been considered as minimum issue price issue for issue of Equity Shares and the conversion price for OCPS.
(v)
For issue of Equity Shares, the relevant date as per the ICDR Regulations for determination of the price per Equity Share pursuant to the preferential allotment is 30th January 2019 ("Relevant Date") i.e. 30 days prior to the date of this EGM.
For conversion price of OCPS, the relevant date as per the ICDR Regulations for determination of the price per Equity Share pursuant to the preferential allotment is 30th January 2019 ("Relevant Date") i.e. 30 days prior to the date of this EGM.
(vi)
The allotment is proposed to be made to the Proposed Allottee as mentioned at point no.(ix) below.
(vii)
Promoters and Chief Finance Officer intend to subscribe Equity Shares to the proposed preferential offer.
(viii)
The Company will issue and allot Equity Shares and OCPSto Proposed Allottee within the time limit specified under the ICDR Regulations or any longer time limit as may be permitted under the ICDR Regulations.
Provided that where the allotment is pending on account of pendency of any approval or permission by any regulatory authority, if applicable, the allotment shall be completed within time limit specified under the ICDR Regulations or any longer time limit as may be permitted under the ICDR Regulations from the date of such approval or within such period as may be prescribed or allowed by SEBI, Stock Exchanges(s) or other concerned authorities.
(ix)
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(x) There shall be no change in management or control of the Company pursuant to the proposed issue.
(xi) Post 30th June 2015 and up to the date of this Notice, no preferential allotments have been made.
(xii)
The pre issue and post issue shareholding pattern of the Company after considering the preferential issue to be made to Proposed Allottees is provided hereunder:
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*Post issue holding % is after considering full conversion of OCPS into Equity Shares
(xiii)
Since, the Equity Shares of the Company have been listed on the recognized stock exchanges for a period of more than twenty six weeks prior to the relevant date, the Company is not required to re-compute the price of Equity Shares and therefore the Company is not required to submit the undertaking specified under Regulations 73(1)(f) and (g) of the SEBI (ICDR) Regulations. The Proposed Allottee of the OCPS shall be required to transfer to the Company full consideration for the subscription of the OCPS (including premium) prior to the allotment of OCPS.
(xiv)
| Name of the Proposed Allottee | Maximum no. of OCPS to be allotted | % |
|---|---|---|
| Karvy Capital Limited A/C Demeter Portfolio | 1,00,00,000 | 100 |
Karvy Capital Limited A/C Demeter Portfolio is SEBI registered Portfolio Manager shares have been allotted to it on behalf of its clients under Discretionary Portfolio Management Service and the ultimate beneficial owners will be to the unit holders of this portfolio.
Further, there would not be any change in the control in the issuer consequent to the Preferential Issue.
(xv)
A copy of the certificate from Statutory Auditors certifying that the issue is being made in accordance with the requirements of (ICDR) Regulations shall be made available for inspection at the registered office of the Company on or after 5th February 2019 between 11.00 a.m. to 3.00 p.m. on all working days (except Saturdays, Sundays and Holidays) up to the end date of this EGM i.e. 1st March 2019.
(xvi)
The securities allotted to Proposed Allottee shall be locked in as per Regulation 167 and other applicable provisions of the SEBI (ICDR) Regulations.
The consent of the Shareholders is sought for the issue of Equity Shares and OCPS in terms of Section 42, 55, 62(1)(c) and other applicable provisions, if any, of the Act and in terms of the provisions of the SEBI (ICDR) Regulations and the listing agreements entered into by the Company with the stock exchange(s), where the Company's Equity Shares are listed.
Mr. Atul Mehta, Chairman and Managing Director; Mr. Bhavesh Mehta, Whole-time Director; Mr. Sunil Mehta, Chief Finance Officer and their relatives are concerned or interested in the above referred resolution to the extent of their shareholding in the Company and the proposed allotment.
None of the Directors, Key Managerial Personnel of the Company their relatives other than specified above, are in any way concerned or interested, financially or otherwise, in the above referred resolution except to the extent of their individual shareholding in the Company.
In light of above, you are requested to accord your approval to the Special Resolution at Item no.2 and 3 above.
ROUTE MAP
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| CIN | Name of the CompanyRegistered office | ::: | L99999MH1999PLC135914COMPUAGE INFOCOM LIMITEDD-601/602 & G-601/602, Lotus Corporate Park, Graham Firth Steel Compound,Western Express Highway, Goregaon (East), Mumbai 400 063. | |||
| Name of the Member(s) | : | |||||
| Registered address | : | |||||
| DP ID: | Folio No/ Client Id: | Email id: | ||||
| I / We, being the member(s) of ______________ shares of the above mentioned Company, hereby appoint | ||||||
| 1. | Name: _______________E-mail Id: | |||||
| Address: ___________________________________________________________________________________ | ||||||
| Signature:___________________________________________, or failing him/her | ||||||
| 2.Name: _______________E-mail Id: | ||||||
| Address: ___________________________________________________________________________________ | ||||||
| Signature:___________________________________________, or failing him/her |
as my / our proxy to attend and vote (on a poll) for me / us and on my / our behalf at the Extra-Ordinary General Meeting of the Company, st to be held on Friday, 1 March 2019 at 10:00 am at Victoria Memorial School for Blind, Tardeo Road, Opp. Film Centre, Mumbai- 400034 thereof in respect of such resolutions set out in the Notice convening the meeting, as are indicated below:
| Resolution Nos. | Particulars of resolution | ||
|---|---|---|---|
| 1. | To consider increase in Authorised Share Capital and consequential alteration of Capital Clause of theMemorandum of Association. | ||
| 2. | To consider issue upto 62,35,811 Equity Shares on Preferential Issue Basis. | ||
| 3. | To consider issue upto 1,00,00,000 Optionally Convertible Preference Shares on Preferential IssueBasis | ||
| Signed this _____________ day of ________________ 2019 | | ||
| Signature____________________Note: | Signature of Proxy holder____________________ | ` |
This form of proxy in order to be effective should be duly completed and deposited at the registered office of the Company, not less than 48 hours before the commencement of the meeting.
ATTENDANCE SLIP
(To be presented at the entrance)
Extra Ordinary General Meeting of the Company held on Friday, 1st March 2019 at 10.00 a.m. at Victoria Memorial School for Blind, Tardeo Road, Opp. Film Centre, Mumbai- 400034.
| Folio No. | : | _______________________________________________________________________ |
|---|---|---|
| DP ID | : | _______________________________________________________________________ |
| Client ID | : | _______________________________________________________________________ |
| Name of the Member | : | _______________________________________________________________________ |
| Signature of the Member | : | _______________________________________________________________________ |
| Name of the Proxy holder | : | _______________________________________________________________________ |
| Signature of the Proxy holder | : | _______________________________________________________________________ |
Note:
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Only Member/Proxyholder can attend the Meeting.
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Member/Proxyholder should bring his/her copy of the Notice for reference at the Meeting