Indo Gulf Industries Ltd. — AGM Information 2021

Sep 1, 2021

INDO GULF INDUSTRIES LIMITED

CIN: L74900DL1981PLC011425 Registered Office: 4237/11, IInd Floor, Narendra Bhawan 1, Ansari Road, Daryaganj New Delhi - 110002 Phone : 0135-6531441, Email : rjheadoffice@gmail.com Website : www.indogulfind.com

NOTICE

is hereby given that the 38[th] Annual General Meeting of the Members of INDO GULF INDUSTRIES LIMITED will be held on Wednesday, the 29[th] day of September, 2021 at 4.00 P.M. through Video Conferencing/ Other Audio Visual Means (“VC/OAVM”) Facility to transact following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended on 31st March, 2021, including the Balance Sheet as at 31[st] March, 2021, the Statement of Profit and Loss and the Cash Flow Statement for the financial year ended on that date and the Reports of the Board of Directors and the Auditors thereon.

2. To appoint a Director in place of Mr. Rajesh Jain, Director, who retires by rotation and being eligible offers himself for re-appointment in this regard to consider and if thought fit, to pass the following resolution as an Ordinary Resolution.

“RESOLVED THAT Mr. Rajesh Jain, who retire by rotation in terms of Section 152 of Companies Act, 2013 and being eligible be and is hereby re-appointed as Director of the Company whose office shall be liable to retirement by rotation”.

SPECIAL BUSINESS:

To Approve Issue of Equity Shares on Preferential Basis

1. “RESOLVED THAT pursuant to section 62(1)(c ) read with section 42 of the companies Act, 2013, Rule 13 of Companies (share vapital and debentures) Rule, 2014 and Rule 14 of Companies (Prospectus and Allotment of Securities ) Rules 2014 and such other provisions (including any statutory modifications or re-enactment thereof) as may be applicable for the time being in force and pursuant to the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, (the “SEBI (ICDR) Regulations”), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, (“Listing Regulations”) and subject to such conditions and modifications as may be prescribed or imposed by any of them while granting such approval, permission and sanction, approval of be and is hereby accorded for offering, issuing and allotting 70,00,000 Equity shares at a face value of Rs 1/- amounting to Rs. 70,00,000 and accordingly the draft letter of offer in PAS -4, be and is hereby approved.

“RESOLVED FURTHER THAT Mr. Rajesh Jain, Director of the Company be and is hereby authorized to sign and circulate the letter of offer in Form PAS-4 along with the application form to M/s Ganesh Explosives Private Limited, whose name is recorded in Form PAS-5 i.e record of Private Placement offer.

RESOLVED FURTHER THAT Mr. Rajesh Jain is further authorized to file such Forms and returns as may be required, with the Registrar of Companies and to do all necessary acts, deeds, matters and things and to make the necessary entries in the applicable Registers including but not restricted to Register of Members for the aforesaid issue and allotment of equity Shares.

Registered office: By the order of Board 4237/11, IInd Floor, Narendra Bhawan For Indo Gulf Industries Limited 1, Ansari Road, Daryaganj Delhi - 110001 Sd/Date: 01.09.2021

Tanushree Purohit Company Secretary

Notes and Instructions:

1. Pursuant to the General Circular numbers 20/2020, 14/2020, 17/2020 issued by the Ministry of Corporate Affairs (MCA) and Circular number SEBI/HO/CFD/CMD1/CIR/P/2020/79 issued by the Securities and Exchange Board of India (SEBI) (hereinafter collectively referred to as “the Circulars”), companies are allowed to hold AGM through VC, without the physical presence of members at a common venue. Hence, in compliance with the Circulars, the AGM of the Company is being held through VC.

2. A member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his / her behalf and the proxy need not be a member of the Company. Since the AGM is being held in accordance with the Circulars through VC, the facility for appointment of proxies by the members will not be available.

3. Participation of members through VC will be reckoned for the purpose of quorum for the AGM as per section 103 of the Companies Act, 2013 (“the Act”).

4. Members of the Company under the category of Institutional Investors are encouraged to attend and vote at the AGM through VC. Corporate members intending to authorize their representatives to participate and vote at the meeting are requested to send a certified copy of the Board resolution / authorization letter to the Company or upload on the VC portal / e-voting portal.

5. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act, and the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Act, will be available electronically for inspection by the members during the AGM. All documents referred to in the Notice will also be available for electronic inspection without any fee by the members from the date of circulation of this Notice up to the date of AGM, i.e. 1[st] September, 2021.

6. Members may also note that the Notice of 38[th] Annual General Meeting and the Annual Report for the Financial Year 2020-2021 are also available on the Company’s website: www.indogulfindustries.com for download.

7. CS Sameer Kishor Bhatnagar, Practising Company Secretary (holding C. P. No. 13115), who consented to act as the Scrutiniser, was appointed by the Board of Directors as the Scrutiniser to conduct the voting process in a fair and transparent manner and submit a consolidated Scrutiniser’s Report of the total votes cast, to the Chairman or a Director duly authorised in this regard.

8. In compliance with provisions of Section 108 of the Act and Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and the provisions of Regulation 44 of the Listing Regulations, the Company is pleased to provide its members facility to cast their votes on all resolutions set forth in the Notice of the AGM using electronic voting system from a place other than the venue of the AGM (‘remote e-voting’), provided by Central Depository Services (India) Limited) and the business may be transacted through such voting. Members who have cast their votes by remote e-voting prior to the AGM may participate in the AGM but shall not be entitled to cast their votes again. The manner of voting remotely by members holding shares in dematerialized mode, physical mode and for members who have not registered their email addresses is provided in the instructions for e-voting section which forms part of this Notice.

9. The remote e-voting period commences on Sunday, 26th September, 2021 at 9:00 A.M. and ends on Tuesday, 28th September, 2021 at 5:00 P.M. During this period, members of the Company as on the cut-off date i.e. Thursday, 23[rd] September, 2021, may cast their vote electronically. The e-voting module will be disabled by CDSL for voting thereafter. A person who is not a Member as on the cut-off date should treat this Notice for information purpose only. Once the vote on a resolution is cast by a member, the member shall not be allowed to change it subsequently or cast vote again.

10. The facility for voting during the AGM will also be made available. Members present in the AGM through VC and who have not cast their vote on the resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through the e-voting system during the AGM.

11. Any person, who acquires shares of the Company and becomes a member of the Company after dispatch of this Notice and holding shares as on the cut-off date, may obtain the User ID and password by sending request at www.evotingindia.com and cast their vote.

12. If you have any queries or issues regarding attending AGM & 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 helpdesk.evoting@cdslindia.com or contact Mr. Nitin Kunder (02223058738) or Mr. Mehboob Lakhani (022-23058543) or Mr. Rakesh Dalvi (022-23058542).

13. 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 helpdesk.evoting@cdslindia.com or call on 022-23058542/43.

14. Since the AGM will be held through VC in accordance with the Circulars, the route map, proxy form and attendance slip are not attached to this Notice.

15. The Scrutinizer shall after the conclusion of voting at the AGM, first count the votes cast at the meeting, 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 48 hours of the conclusion of the AGM, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a Director duly authorized and who shall declare the result of the voting forthwith.

16. In compliance with the Circulars, the Annual Report 2020-21, the Notice of the 38th AGM, and instructions for e-voting are being sent only through electronic mode to those members whose email addresses are registered with the Company / depository participant(s).

Registered office: 4237/11, IInd Floor, Narendra Bhawan 1, Ansari Road, Daryaganj Delhi - 110001 Sd/Date: 01.09.2021

By the order of Board For Indo Gulf Industries Limited

Tanushree Purohit Company Secretary

ANNEXURE TO NOTICE

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

ITEM NO 3

The Board of Directors on 27.08.2021 subject to necessary approval(s) has approved the proposal Conversion of Unsecured Loan of Rs. 70,00,000 lacs from M/s. Ganesh Explosives Private Limited into equity Shares on preferential basis.

The information as required under Regulation 73 of the SEBI (ICDR) Regulation, 2009 for preferential issue is as under:

A Statement of disclosure as required under Rule 13 (2) (d) of the Companies (Share Capital and Debentures) Rules, 2014 and Rule 14 (1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 is as under:

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Sr. Particulars Details
No.
1. Particulars of the offer including the date of Issue of 70,00,000 equity shares at a price of Rs. 1/- (Face
passing of the Board Resolution Value of Rs. 1/- per share.
Date of passing Board Resolution: 27.08.2021
2. Objects of the Issue The Company has availed unsecured Loan from Ganesh
Explosives private Limited (Holding Company and
promoter) convertible into equity) Now it has been
resolved to convert Rs. 70,00,000/- into equity shares.
3. Kinds of securities offered and the price at which Equity shares at a price of Rs. 10/- (Face Value of Rs. 1/-
security is being offered per share.
4. Total Number of Securities to be Issued 70,00,000 (Seventy Lac) Equity Shares
5. The Price or the Price band at/within which the The equity shares are proposed to be issued at a price of
allotment is proposed Rs. 10/- (Face Value of Rs. 1/- per share.
6. Basis on which the price has been arrived at along As mentioned in the enclosed copy of the Valuation
with report of the registered valuer Certificate issued by R&A Valuation LLP.
7. Name and address of the valuer who performed R&A Valuation LLP.
the valuation
SEBI Registered Valuer
Registered office: House No C-2B/92B, Janakpuri, New
Delhi-110054.
8. Relevant date with reference to which the price July, 01, 2021
has been arrived
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9. The class or classes of person to whom allotment M/s Ganesh Explosives Private Limited
is proposed to be made
(Existing Shareholder, promoter)
10. Intention of Promoter, Directors or Key Conversion of Unsecured Loan into Equity
managerial person to subscribe to the offer
11. The Proposed time within which the allotment The Company shall complete the issue and allotment of
shall be completed equity shares within 60 days from the date of receipt of
application money.
12. Material Terms of raising of such securities Preferential allotment of equity shares proposed to be
issued at a price of Rs. 1/- (Face Value of Rs. 1/- per share.
13. The Name of the proposed allottees and the percentage of post preferential Issue capital that may be held by
them.
Sr. Name of the proposed Present % of the pre- Present Issue % of post issue capital
No. allottees Holding issue capital
1. Ganesh Explosives NIL NIL 70,00,000 73.41
Private Limited
14 The change in control, if any, in the There will be no change in the control in the Company consequent to
company that would occur consequent the Preferential Issue.
to the Preferential Issue
15 The number of Persons to whom
allotment on preferential basis have
already been made during the year, in M/s Ganesh Explosives private Limited
terms of number of securities as well
as price
16. The justification for the allotment
proposed to be made for consideration
other than cash together with Not applicable
valuation report of the registered
valuer
17. The pre-issue and post issue shareholding pattern of the company in the following format:
Sr. Category Pre- Issue Post- Issue
No.
No. of Shares held % of share No. of Shares held % of share
holding holding
A. Promoters Holding :
1. Indian:
Individual - - - -
Bodies Corporate 51,62,610 53.96 1,21,62,610 73.41
Sub Total 51,62,610 53.96 1,21,62,610 73.41
2. Foreign Promoters - - - -
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Sub Total (A) 51,62,610 53.96 1,21,62,610 73.41
B. Non-Promoters Holding :
Institutional 1,16,026 1.21 1,16,026 .70
Investors
Non- Institution - - - -
Private Corporate Bodies 9,02,086 9.42 9,02,086 5.44
Directiors and relatives - - - -
Indian Public 32,86,792 34.35 32,86,792 19.83
Others (including 99,826 1.04 99,826 .60
NRIs)
Sub Total(B) 44,04,730 46.03 44,04,730 26.57
Grand Total 95,67,270 100 1,65,67,270 100
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In accordance with the provision of Section 42 and 62(1)(c) read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014, a company offering or making an invitation to subscribe to securities on a preferential allotment basis, is required to obtain prior approval of the members by way of special resolution, for each of the offers or invitation.

The approval of the members is accordingly being sought by way of special resolution under section 42 and 62(1)(c) of the Companies Act, 2013 read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014 made there under.

The Directors recommend the aforesaid resolution for the approval by the members as a special resolution.

Mr. Rajesh Jain being an interested Director in the resolution set out in the notice.

Registered office: 4237/11, IInd Floor, Narendra Bhawan 1, Ansari Road, Daryaganj Delhi - 110001

Date: 01.09.2021 Place: New Delhi

By the order of Board For Indo Gulf Industries Limited

Sd/Tanushree Purohit Company Secretary