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Hemisphere Properties India Limited Proxy Solicitation & Information Statement 2021

Feb 24, 2021

62927_rns_2021-02-24_3784ff07-4f21-4d25-93b6-fbf85c98ad6e.pdf

Proxy Solicitation & Information Statement

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Hemisphere Properties India Limited CIN: L70101DL2005GOI132162 Reg. Office Address: Room No. 144, C-Wing, Nirman Bhawan, Maulana Azad Road, New Delhi 110001

HPIL/BS/Stx/2020-21/28

Dated: 24.02.2021

To, To, Manager, Manager Listing Department Listing Department BSE Limited, National Stock Exchange of India Limited P.J. Towers, Dalal Street "Exchange Plaza", Plot No. C/1,G Block, Bandra Mumbai: 400 001 Complex, Bandra (E), Mumbai -400 051

Script Code: 543242 Symbol: HEMIPROP

Subject: Postal Ballot Notice

Dear Sir/Madam,

With reference to our earlier communication dated 24.02.2021, please find enclosed herewith the Postal Ballot Notice dated February 24, 2021 along with the explanatory statement and e-voting instructions ("Postal Ballot Notice") for seeking approval of the Members for passing of the Resolution as set out therein.

In compliance with the provisions of Section 108 and Section 110 and other applicable provisions, if any, of the Companies Act, 2013; Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended, read with General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17 /2020 dated April 13, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020 and General Circular No. 39/2020 dated December 31, 2020 issued by the Ministry of Corporate Affairs ("MCA Circulars") and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and other applicable laws and regulations, if any, the Company has offered e-voting facility for transacting all business through Central Depository Services (India) Limited (“CDSL”) through their portal www.evotingindia.com to enable the members to cast their votes electronically. The cut-off date to determine the entitlement of voting rights of members opting for e-voting is February 19, 2021.The voting commences on Thursday, February 25, 2021, 9.00 a.m. (IST) onwards to Friday, March 26, 2021, 5.00 p.m. (IST).

Further please note that the copy of the said Postal Ballot Notice has also been uploaded on our website at www.hpil.co.in under investor section.

The above is for your kind information and records.

Thanking you,

For Hemisphere Properties India Limited

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Lubna Company Secretary & Compliance Officer

__________________ Website :www.hpil.co.in, Email : [email protected], Telephone No:01123061325

Hemisphere Properties India Limited

CIN: L70101DL2005GOI132162 Address: Room No. 144, C-Wing, Nirman Bhawan, Maulana Azad Road, New Delhi 110001 Website: www.hpil.co.in, e-mail: [email protected], Contact No: 01123061325

Notice of Postal Ballot (Notice issued to Shareholders pursuant to Section 110 of the Companies Act, 2013)

Dear Members,

Notice is hereby given that in pursuant to and in compliance with the provisions of Section 108 and Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) read with General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020 and General Circular No. 39/2020 dated December 31, 2020 issued by the Ministry of Corporate Affairs (“the MCA Circulars”), and other applicable laws and regulations, if any, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, that the resolution appended below is proposed for approval of the Members of the of Hemisphere Properties India Limited (“the Company”) by way of postal ballot through remote voting by electronic means (“E-voting”) only.

The MCA has clarified that for companies that are required to provide e-voting facility under the Act, while they are transacting any business(es) only by postal ballot upto June 30, 2021, the requirements provided in Rule 20 of the Rules as well as the framework provided in the MCA Circulars will be applicable mutatis mutandis. Further, the Company will send Postal Ballot Notice by e-mail to all its members who have registered their email addresses with the Company or depository/ depository participants and the communication of assent/ dissent of the members will only take place through the remote e-voting. In compliance with the requirements of the MCA Circulars, hard copies of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the members for this Postal Ballot. The Company is providing E-voting facility for the Postal Ballot as an alternate, which would enable the members to cast their votes electronically, instead of casting their votes and dispatching Postal Ballot forms physically. You are requested to peruse the resolution set out below along with their respective Explanatory Statement and thereafter record your assent or dissent by means of remote e-voting facility provided by the Company.

The explanatory statement pursuant to Section 102 of Companies Act, 2013 setting out the material facts and the reasons thereof is annexed hereto for your consideration

The Board of Directors of the Company, at its meeting held on February 24 2021, appointed Mr. Rahul Chaudhary, Proprietor of Rahul Chaudhary & Associates, Practicing Company Secretaries, as the Scrutinizer for conducting the postal ballot only through the e-voting process in a fair and transparent manner.

E-voting facility is available at the link https:// www.evotingindia.com/ from Thursday, February 25, 2021, 9.00 a.m.(IST) onwards to Friday, March 26, 2021, 5.00 p.m. (IST). Shareholders are requested to read carefully the e-voting instructions given in the Notes forming part of the Postal Ballot Notice, before logging into the e-voting link.

The Scrutinizer will submit his report to the Chairman of the Company or any other official authorized by the Board after completion of scrutiny of the e-voting. The results shall be declared on or before, March 28, 2021 and communicated to BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) and will also be displayed on the Company's website www.hpil.co.in .

SPECIAL BUSINESS:

1. To approve the offer and issuance of unlisted 70 crore 0.01 % Non-Cumulative Redeemable Preference Shares to Promoter i.e Government of India.

To consider and, if thought fit, to give assent or dissent to the following resolution proposed to be passed as a Special Resolution:

RESOLVED THAT pursuant to the provisions of Sections 42, 55, and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as the Act) read with Rule made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and in accordance with the relevant provisions of the Memorandum and Articles of association of the Company, the rules/regulations/guidelines, if any, prescribed by the Ministry of Corporate Affairs and subject to necessary approvals / sanctions / permissions of appropriate statutory / regulatory authorities, if applicable, and subject to such conditions as may be prescribed by any of them while granting such approvals / sanctions, and which may be agreed by the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any Committee(s), which the Board may have constituted or may constitute to exercise the powers conferred on the Board by this resolution), consent of the member of the Company be and is hereby accorded to the Board to create offer and issue unlisted 70 Crore 0.01% Non-Cumulative Redeemable Preference Shares having face value of Rs. 10/- each only at par aggregating to amount of Rs. 700 Crore (Rupees Seven Hundred Crore Only) by way of private placement basis to the Promoter i.e. Government of India.

RESOLVED FURTHER THAT each Non- Cumulative Preference share have following

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terms:
Sr. No. Particulars Terms
1. Preference (Priority) The Preference Shares shall rank for dividend in priority to
w.r.t. to Dividend or the equity shares of the company The preference share
repayment holder holders shall be entitled to receive dividend (if any
of Capital vis-à-vis declared by the Company) or repayment of capital in
equity shares. priority to any payment of dividend or repayment of
capital to the holders of any other class of shares.
2. Rate of Dividend 0.01% (Zero point Zero One percent) on holder of
Preference shares
3. Participation in surplus i. Shall be non-Participating in surplus funds
funds/ ii. Shall be non-participating in the surplus assets and
profits which remains after the entire capital has been
repaid, on winding up of the Company;
4. Payment of Dividend Shall be entitled for payment of dividend on a Non-
cumulative basis
5. Conversion into Equity The holder(s) of the Preference Shares shall have no option
Shares of conversion into equity shares of the company.
6. Voting Rights The preference shareholder shall, by virtue of and in
respect of its holding, have the right to vote only on
resolutions placed before the company which directly
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affect the rights attached to its preference shares and any
resolution for the winding up of the company or for the
repayment or reduction of preference share capital.
7. Redemption The Preference Shares shall be compulsorily redeemable.
Non-Cumulative Redeemable Preference Shares to be
redeemed within the maximum permissible time period
under the provisions of Section 55 of the Companies Act,
2013, which period is presently 20 years from the date of
issue of Non-Cumulative Redeemable Preference Shares,
or such other extended period which may be provided by
any subsequent modification or amendment to the
Companies Act, 2013 or on an earlier date only at the
discretion of the Management of Company.
8. Status of Share shall be unlisted
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RESOLVED FURTHER THAT the Board be and is hereby authorized to offer / invite and allot the aforesaid Non-Cumulative Redeemable Preference Shares in one or more tranches and/ or in one or more occasions as may be permissible under the Act and as may be deemed fit by the Board.

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board is hereby empowered and authorized on behalf of the Company to accept and make any alteration(s) or modification(s) to the terms and conditions as it may deem necessary, in accordance with the statutory requirements as well as to give such directions as may be necessary or desirable, to settle any questions, difficulties or doubts that may arise and generally, to do all acts, deeds, matters and things as the Board and/or any person authorized by the Board may, in its/his/her absolute discretion deem necessary, expedient, usual or proper in relation to or in connection with or for matters consequential to issue of Non-Cumulative Redeemable Preference Shares without seeking any further consent or approval of the shareholders or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this Resolution.”

By the order of the Board For Hemisphere Properties India Limited Sd/Lubna (Company Secretary & Compliance officer)

Registered Office: Room No. 144, C-Wing, Nirman Bhawan, Maulana Azad Road, New Delhi 110001

Place: New Delhi Date: 24[th] February , 2021

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Notes:

  1. An explanatory statement pursuant to Section 102 of the Act, setting out the material facts and reasons for the proposed ordinary/special resolutions, are appended herein below along with Form for your consideration.

  2. The Postal Ballot Notice is being sent by email to all the Members, whose names appear in the Register of Members/List of Beneficial Owners as received from National Securities Depository Limited (“ NSDL ”)/ Central Depository Services (India) Limited (“ CDSL ”) as on 19[th] February, 2021, (“ Cut-off Date ”)and who have registered their email addresses in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings with the Company.

  3. Pursuant to the MCA Circulars and applicable provisions of the Act and Rules framed thereunder and the SEBI Listing Regulations, the Company can serve postal ballot notices, through electronic mode only with members who have registered their email addresses either with the Depository Participant(s) or the Company. Members may please note that the Postal Ballot Notice will also be available on the Company’s website at https://www.hpil.co.in websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively.

  4. Members who have not registered their email addresses with the Company can now register the same by sending an e-mail to the TSR Darashaw Consultant Private Limited (RTA) on [email protected]. Members holding shares in demat form are requested to register their email addresses with their Depository Participant(s) only.

  5. In compliance with the provisions of Sections 108 and 110 and other applicable provisions of the Act, read with the Companies (Management and Administration) Rules, 2014 as amended, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to offer e-Voting facility as an option to all the Members of the Company. The Company has entered into an agreement with CDSL for facilitating e-Voting to enable the Members to cast their votes electronically instead of dispatching Postal Ballot Form.

  6. The e-Voting period commences on Thursday, February 25, 2021, 9.00 a.m.(IST) onwards to Friday, March 26, 2021, 5.00 p.m. (IST). During this period, the Members of the Company, holding shares either in physical form or in dematerialised form, as on the Cut-off Date, may cast their vote electronically. The e-Voting module shall be disabled by CDSL for voting thereafter and the voting shall not be allowed beyond the said date and time. Once the vote on a resolution is cast by the Members, they shall not be allowed to change it subsequently.

  7. The voting rights of Members shall be as per the number of equity shares held by Members as on the Cut-off Date. Please note that a person who is not a Member as on the Cut-off Date should treat this Notice for information purpose only.

  8. In the event the draft resolutions as set out are assented to by the requisite majority of Shareholders by means of Postal Ballot including voting by electronic means, they shall be deemed to have been duly passed at a General Meeting convened in that behalf.

  9. All the material documents referred to in the explanatory statement will be available for inspection electronically until the last date for receipt of votes through the e-voting process. Members seeking to inspect such documents can send an email on [email protected].

  10. Procedure for Members Voting through electronic means The Instructions for e-Voting are as under:

THE INTRUCTIONS FOR SHAREHOLDRES FOR REMOTE E-VOTING ARE AS UNDER:

(i) The voting period begins on Thursday, February 25, 2021, 9.00 a.m.(IST) onwards to Friday, March 26, 2021, 5.00 p.m. (IST). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date 19[th] February, 2021 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

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  • (ii) The shareholders should log on to the e-voting website www.evotingindia.com. (iii) Click on “Shareholders” module.

  • (iv) Now enter your User ID

  • a. For CDSL: 16 digits beneficiary ID,

  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

OR

Alternatively, if you are registered for CDSL’s EASI/EASIEST e-services, you can log-in at https://www.cdslindia.com from Login - Myeasi using your login credentials. Once you successfully log-in to CDSL’s EASI/EASIEST e-services, click on e-Voting option and proceed directly to cast your vote electronically.

  • (v) Next enter the Image Verification as displayed and Click on Login.

  • (vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

  • (vii) If you are a first time user follow the steps given below: For Shareholders holding shares in Demat Form and Physical Form PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

  • Shareholders who have not updated their PAN with the Company/Depository

  • Participant requested to use the sequence number sent by Company/RTA or contact Company/RTA. Dividend Bank Details OR Date of Birth (DOB) Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iv).

  • (viii) After entering these details appropriately, click on “SUBMIT” tab.

  • (ix) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the

new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  • (x) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

  • (xi) Click on the EVSN for the relevant Hemisphere Properties India Limited on which you choose to vote.

  • (xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

  • (xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

  • (xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

  • (xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

  • (xvi) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

  • (xvii) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

  • (xviii) Shareholders can also cast their vote using CDSL’s mobile app “m-Voting”. The m-Voting app can be downloaded from respective Store. Please follow the instructions as prompted by the mobile app while Remote Voting on your mobile.

  • (xix) Note for Non – Individual Shareholders and Custodians –Remote Voting

  • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are

  • required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected] mark a copy (cc) to [email protected] , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

If you have any queries or issues regarding e-Voting from the e-Voting System, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected] or contact Mr. Nitin Kunder (022- 23058738 ) or Mr. Mehboob Lakhani (022-23058543) or Mr. Rakesh Dalvi (022-23058542). All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call on 022-23058542/43.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 1 TO APPROVE THE OFFER AND ISSUANCE OF UNLISTED 70 CRORE 0.01% NON-CUMULATIVE REDEEMABLE PREFERENCE SHARES TO PROMOTER i.e GOVERNMENT OF INDIA.

The land of 739.69 acres was transferred to Hemisphere Properties India Limited from Tata Communications Limited in pursuant to the Scheme of Arrangement and Reconstruction. The title of land shall be transferred in the name of Company on payment of stamp duty/ registration charges on the land.

The Cabinet approved sanctioning of Rs.751crore (Rupees Seven Hundred and fifty one crore only) to Hemisphere Properties India Limited for incurring expenditure such as payment of stamp duty on land parcels, order of Demerger, maintenance of land and expenditure related to listing fees, annual general expenditure and other administrative expenditure associated with the company

The Ministry of Finance decided to infuse money of Rs.751.00 crore in Company which further bifurcated as Rs700.00 crore through Equity Infusion and Rs. 51.00 crore through Loan and advances.

As per the decision of Cabinet, the funding shall be by issuing Non-Cumulative Redeemable Preference Shares on private placement basis.

The Ministry of Finance out of Rs. 751.00 crore will allocate budget for the Company as aforesaid. The money shall be received in tranches and the decision of granting monies lies with Ministry of Finance and Ministry of Housing and Urban Affairs only.

The Board of Directors of the Company requires funding for registration charges and mutation of land. Accordingly, the Board of Directors at its meeting held on 24[th] February, 2021 has approved the proposal to raise an amount not exceeding Rs.700 Crores through the issue of 0.01% Non-Cumulative Redeemable Preference Shares (“NCRPS”) subject to the approval of the Members of the Company. The funds raised through aforesaid Preference shares will be utilised primarily by the Company for incurring expenditure such as payment of stamp duty on land parcels located in 4 states i.e Delhi, Pune ,Chennai and Kolkata, the order of Demerger, maintenance of land, and expenditure related to MCA and listing Expenditures and other administrative expenditure.

It is proposed to issue up to 70,00,00,000 (Seventy Crores) 0.01% Non-cumulative Redeemable Preference Shares (“NCRPS”) of Rs. 10/- (Rupees Ten each) each for cash at par aggregating an amount of Rs. 700,00,00,000/- (Rupees Seven Hundred Crores Only) on Private Placement basis to the Promoter of Company i.e Government of India.

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S. NO Particulars Details
1. Issue size Upto 70,00,00,000 (Seventy crore) NCRPS of Rs 10
each (Rupees Ten Each) aggregating upto an amount
of Rs 700,00,00,000 (Rupees Seven hundred crore
only)
2. Nature of Shares Non-cumulative, Non-participating and Non-
convertible Redeemable and Unlisted in nature.
3. Objective of issue Objective of the issue is to meet the Stamp duty
payment requirement on 739.69 acres of land ,
associate expenditure related Order of Demerger and
other administrative expenditure associated with
functioning of Company.
4. Manner of issue NCRPS will be issued on Private Placement basis to
Government of India in accordance with the provisions
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of Sections 42 and 55 of the Act and the Rules framed
thereunder
5. Issue price Will be issued for cash at par i.e., Rs.10/- (Rupees Ten
each) per NCRPS
6. Basis on which price has been To be issued at par i.e. Rs. 10/- (Rupees Ten Only) per
arrived at NCRPS. Mr, Abhinav Rajvanshi (Chartered
Accountant and Registered Valuer) have also given
their justification for the price of NCRPS.
Address: H 15 Chitranjan Marg C Scheme Jaipur
Jaipur RJ-302001
7. Terms of issue including terms The NCRPS shall be non-convertible and will carry
and rate of dividend on each share preferential (non-cumulative) right to dividend, at rate
0.01% per annum
8. Principal terms of assets charged Not Applicable
as security if applicable.
9. Intention of promoters directors Except Promoter (Govt. of India) None of the Directors
or key managerial personnel to or key management personnel intends to subscribe to
subscribe to the offer the offer.
10. Terms, manner and mode of Non-Cumulative Redeemable Preference Shares to be
Redemption redeemed within the maximum permissible time period
under the provisions of Section 55 of the Companies
Act, 2013, which period is presently 20 years from the
date of issue of NCRPS, or such other extended period
which may be provided by any subsequent
modification or amendment to the Companies Act,
2013 or on an earlier date only at the discretion of the
Management of Company.
11. The names of the proposed The Allotment is proposed to be made to Government
allottees and the percentage of of India only (Promoter). Details are mentioned below
post private placement capital in Table B.
that may be held by them:
12. Whether Company intend to list No, Company is issuing unlisted Preference share
their Preference Shares on Stock
Exchange
13. The justification for the allotment The proposed allotment is not done for consideration
proposed to be made for other than cash. Thus this is not applicable to the
consideration other than cash
Company
together with valuation report of
the registered Valuer
14. Expected dilution in equity share The NCPRS are Non-convertible, there will be no
capital pursuant to conversion of dilution in the Equity Capital
preference shares
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  1. The pre-issue and post issue shareholding pattern of the Company is as under:
15. The pre-issue and post issue shareholding pattern of the Company is as under: 15. The pre-issue and post issue shareholding pattern of the Company is as under: 15. The pre-issue and post issue shareholding pattern of the Company is as under:
A. The equity shareholding pattern of the Company: Since, Redeemable Preference Shares are
Non-convertible,there willbeno dilution in theEquity Capital
Category Current Equity Shareholding
No. of Shares
Held
% of
shareholding
A. Promoters’ holding
Indian:

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(1) Indian - -
a) Individual/ HUF - -
b) Central Govt 14,56,96,885 51.12
c) State Govt(s) - -
d) Bodies Corp. - -
e) Banks / FI - -
f) Any other - -
Sub Total (A) (1) 14,56,96,885 51.12
(2) Foreign
a) NRI Individuals - -
b) Other Individuals - -
c) Bodies Corp. - -
d) Any other - -
Sub Total (A) (2) 0 0
TOTAL A(1+2) 14,56,96,885 51.12
B. Public Shareholding
1. Institutions Investors 3,17,69,599 11.15
2. Non-Institutions
a) Bodies Corp. 67304083 23.62
b) Individuals 28036828 9.84
c)Directors and relative - -
Others including Non Resident 1,21,92,605 4.27
Indians
Total Public (B) 13,93,03,115 48.88
C. Shares held by Custodian for - -
GDRs & ADRs
Grand Total (A+B+C) 285000000 100
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B. The preference shareholding pattern of the Company:
Category Pre Issue (Redeemable Preference Post Issue
shares)
As on 19.02.2021
No. of % of No. of % of share
Shares held shareholding Shares held holding
Promoters’ - - - -
Holding
Indian: - - - -
(1) Indian - - - -
a) Individual/ HUF - - - -
b) Central Govt - - 70,00,00,000 100
c) State Govt(s) - - - -
d) Bodies Corp. - - - -
e) Banks / FI - - - -
f) Any other - - - -
Sub Total (A) (1) - - 70,00,00,000 100
- -
(2) Foreign Promoters - - - -
Total - - - -
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B Non-Promoters’ - - - -
holding:
Institutional - - - -
Investors
Non-Institution: -
Private Corporate - - - -
Bodies
Directors and - - - -
Relatives
Indian Public - - - -
Others (Including - - - -
NRIs)
Sub Total (B) - -
GRAND TOTAL - - 70,00,00,000 100
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It is accordingly proposed to obtain the approval of the shareholders to issue NCRPS as contemplated in the resolution set out above on such terms as may be decided by the Board and in the best interests of the Company. The Board of Directors commend passing of the resolution set out in item No. 1 of the Notice for the approval of the shareholders. No director, key managerial personnel or their relatives, is interested or concerned, financial or otherwise in the resolution.

By the order of the Board For Hemisphere Properties India Limited

sd/Lubna (Company Secretary & Compliance officer)

Registered Office: Room No. 144, C-Wing, Nirman Bhawan, Maulana Azad Road, New Delhi 110001

Place: New Delhi Date: 24[th] February, 2021