Kohinoor Foods Ltd - Proxy Solicitation & Information Statement 2020

Regd. Office: Pinnacle Business Tower, 10th Floor, Shooting Range Road, Surajkund, Faridabad, Haryana -121001, CIN NO. L52110HR1989PLC070351 Phone: +91-129-424-2222, Fax: +91-129-424-2233, E-mail: [email protected], Website: www.kohinoorfoods.in

NOTICE OF POSTAL BALLOT

Dear Member(s),

NOTICE is hereby given pursuant to Section 110 of the Companies Act, 2013 (“Act”) and other applicable provisions, if any, of the Act and Rule 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), as amended from time to time, read with the Circular No. 14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13, 2020 and Circular No. 33/2020 dated September 28, 2020, issued by the Ministry of Corporate Affairs (“MCA”) (hereinafter collectively referred to as “MCA Circulars”), that the Resolution appended below for seeking approval for below mentioned proposed resolutions to be passed as a Special Resolution by the Members of Kohinoor Foods Limited (“Company”) through Postal Ballot only by voting through electronic means (“remote e-voting”).

According to Section 180(1)(a) of the Companies Act, 2013, sale, lease or otherwise disposal of the whole or substantially the whole of an undertaking of the Company or where the Company owns more than one undertaking, of the whole or substantially the whole of any such undertaking, requires the approval of the shareholders by way of a special resolution.

The Company proposes to sell / dispose off its selected investment/assets:

(i) Investment in M/s. Indo European Foods Limited (IEFL), the Wholly Owned Subsidiary (WOS), situated at Kohinoor Congress House, 6th Floor, Suite 2, 14 Lyon Road, Harrow, Middlesex, Post Code: HA2 2 EN, United Kingdom ("Undertaking") which shall have the effect of transfer of whole of the undertaking of IEFL and together with all specified tangible and intangible assets, including land, personnel / employees, plant and machinery and other assets in relation to the Undertaking as a going concern on an “as is where is” basis, to the strategic investor on prevailing market value, subject to due diligence, towards its consideration; and
(ii) its food processing unit food factory situated at 42-43 Milestone, G.T. Karnal Road, Village Sultanpur, Bahalgarh, Sonepat (Haryana) – 131021 India together with all specified tangible and intangible assets, including land, personnel / employees, plant and machinery and other assets in relation to the Undertaking as a going concern / on a slump sale basis on an “as is where is” basis, to the strategic investor on prevailing market value towards its consideration.

The Company is therefore seeking your consent for the said proposals as contained in the Special Resolution appended below. An Explanatory Statement pertaining to the Resolution setting out all material facts and the reasons for which such Resolution is proposed is also annexed.

As per Section 110 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014 (“Rules”), the consent of the Company's shareholders for the above purpose is required to be obtained by means of a postal ballot and in compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. If your e-mail address is not registered with the Company/Depositories, please follow the process provided in the Notes to receive this Postal Ballot Notice and login ID and password for remote e-voting. The communication of the assent or dissent of the Members would only take place through the remote e-voting system. Further, as per the provisions of the Act, read with the Rules and the Listing Agreement, the Company is required to provide to its members facility to exercise their right to vote by electronic means. Accordingly, instructions for e-voting have been provided hereunder.

Hence, in compliance with the requirements of the MCA Circulars, hard copy of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business reply envelope will not be sent to the members for this Postal Ballot and members are required to communicate their assent or dissent through the remote e-voting system only.

An explanatory statement pursuant to Section 102 of the Act and other applicable provisions of the Act, pertaining to the resolution setting out the material facts and reasons thereof, is appended to this Notice. Pursuant to Rule 22(5) of the Rules, the Board of Directors

NOTICE OF POSTAL BALLOT

of your Company at its meeting held on Monday December 07, 2020, has appointed Mr. Manish Kumar (Membership No. FCS 10248) of M/s Mank and Associates, Practicing Company Secretaries, as the Scrutinizer to conduct the Postal Ballot through remote e-voting process in a fair and transparent manner.

Postal Ballot Notice is being sent to all the members electronically by email to all those members who have registered their e-mail ids with the Depository or with the Company and whose names appear in the Register of members as received from National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as on Friday, November 20, 2020 and the cut-off date for dispatch of Postal Ballot Notice. Notice of Postal Ballot is also being sent to Members in electronic form through the email at the address registered with the Depository Participant (in case of electronic shareholding) and Registrar & Transfer Agents (in case of physical shareholding).

Postal Ballot Notice has been made available on the website of the company i.e, www.kohinoorfoods.in, stock exchange website and on the National Securities Depository Limited (NSDL) website at www.evoting.nsdl.com

The dispatch of the Postal Ballot Notice shall be announced through an advertisement in at least (one) English Newspaper and at least (one) Hindi newspaper, each with wide circulation in the district, where the registered office of the Company is situated and hosted on the Company Website.

Voting rights shall be reckoned on the paid up value of shares registered in the name of the shareholders on the cut-off date, i.e. Friday, November 20 2020 as per the Register of Members / Beneficiary position maintained by the Depository.

The e -voting facility will be available during the following period:

Commencement of remote e-voting : From 9.00 a.m. (IST) on Saturday, December 12, 2020

End of remote e-voting : Up to 5.00 p.m. (IST) on Sunday January, 10, 2021

During this period, members of the Company, holding shares either in physical form or in dematerialised form as on Friday November 20 2020, may cast their vote electronically. The Remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is casted by the member, he/she shall not be allowed to change it subsequently.

The Scrutinizer will collate the votes downloaded from the remote e-voting system to declare the final result for each of the resolution forming part of the Notice of Postal Ballot. The Scrutinizer's decision on the validity of the Postal Ballot shall be final.

All the documents referred to in the accompanying notice and explanatory statement shall be open for inspection at the Corporate Office of the Company without any fee on all working days of the Company between 10.00 a.m. and 1.00 p.m. from date of dispatch of notice upto the last date of receipt of votes by postal ballot/ remote e-voting.

The voting right of shareholders shall be in proportion to one vote per fully paid equity share of the Company held by them as on the cutoff date i.e. Friday November 20 2020.

The remote e-voting period commences from 9.00 a.m. (IST) on Saturday, December 12, 2020 and ends at 5.00 p.m. (IST) on Sunday January, 10, 2021. The Scrutinizer will submit his report to the Chairman of the Company, or any person authorized by him upon completion of the scrutiny of the votes cast through remote e-voting. The results of the Postal Ballot will be announced at or before 5.00 p.m. (IST) on Tuesday, January 12, 2021.

The said results along with the Scrutinizer's Report would be intimated to BSE Limited and National Stock Exchange of India Limited,

NOTICE OF POSTAL BALLOT

where the equity shares of the Company are listed. Additionally, the results will also be uploaded on the Company's website www.kohinoorfoods.in and on the website of National Securities Depository Limited (NSDL) www.evoting.nsdl.com.

PROPOSED SPECIAL RESOLUTIONS

ITEM No. 1: To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 180(1)(a) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, and subject to other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modification or re-enactment thereof for the time being in force), the provisions of the Memorandum and Articles of Association of the Company, the provisions of the listing agreement entered into by the Company with the Stock Exchanges where the shares of the Company are listed, and such other approvals, consents and permissions being obtained from the appropriate authorities to the extent applicable and necessary and subject to the approval of the Banks/Lenders, the consent of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred as the “Board” which term shall be deemed to include any Committee which the Board may have constituted or hereinafter constitute from time to time to exercise its powers including the power conferred by this resolution), to sell / transfer / dispose off its investment in M/s. Indo European Foods Limited (IEFL), the Wholly Owned Subsidiary (WOS) of the company situated at Kohinoor Congress House, 6th Floor, Suite 2, 14 Lyon Road, Harrow, Middlesex, Post Code: HA2 2 EN, United Kingdom ("Undertaking"), which shall have the effect of transfer of whole of the undertaking of IEFL, together with all specified tangible and intangible assets, including land, personnel / employees, plant and machinery and other assets in relation to the Undertaking including its brand name, as a going concern, on an “as is where is” basis or in any other manner as the Board may deem fit in the interest of the Company, to the strategic investor on prevailing market value, towards its consideration, subject to due diligence, on such terms and conditions as may be deemed fit by the Board.

RESOLVED FURTHER THAT the Board be and is hereby authorised and empowered to finalise and execute necessary documents including but not limited to definitive Agreements, deeds of assignment / conveyance and other ancillary documents, with effect from such date and in such manner as is decided by the Board to do all such other acts, deeds, matters and things as they may deem necessary and/or expedient to give effect to the above Resolution including without limitation, to settle any questions, difficulties or doubts that may arise in regard to sale and transfer of the Undertaking as they may in their absolute discretion deem fit.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred, to any Committee of Directors or any one or more Directors of the Company with power to delegate to any Officers of the Company, with authorities as required, affixing the Common Seal of the Company on agreements/ documents, arranging delivery and execution of contracts, deeds, agreements and instruments.”

ITEM NO. 2: To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

NOTICE OF POSTAL BALLOT

hereinafter constitute from time to time to exercise its powers including the power conferred by this resolution), to sell / transfer / dispose off its processing unit - food factory of the company situated at 42-43 Milestone, G.T. Karnal Road, Village Sultanpur, Bahalgarh, Sonepat (Haryana-131021) ("Undertaking"), together with all specified tangible and intangible assets, including land, personnel / employees, plant and machinery and other assets in relation to the Undertaking but excluding its brand name, as a going concern / on a slump sale basis on an “as is where is” basis or in any other manner as the Board may deem fit in the interest of the Company, to the strategic Investor on prevailing market value, towards its consideration, on such terms and conditions as may be deemed fit by the Board.

By order of the Board of Directors Sd/Deepak Kaushal

Place: Faridabad, Haryana Sd/Date: 07.12.2020 Deepak Kaushal Company Secretary & Manager (Legal)

NOTICE OF POSTAL BALLOT

NOTES:

The Explanatory Statement pursuant to the provisions of Sections 102 and 110 of the Companies Act, 2013 (“Act”) read with Rule 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”) stating material facts and reasons for the proposed resolution is annexed hereto.
In compliance with the Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 33/2020 dated September 28, 2020 issued by the Ministry of Corporate Affairs (“MCA”) (hereinafter collectively referred to as “MCA Circulars”), this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories.

If your e-mail address is not registered with the Company/Depositories, you may register on or before 5:00 p.m. (IST) on Wednesday, January 02, 2021 to receive this Postal Ballot Notice and the procedure for remote e-voting along with the login ID and password for remote e-voting by completing the process for registration of e-mail address.

a. The details of the process and manner for remote e-Voting are explained herein 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 is mentioned below:

How to Log-in to NSDL e-Voting website?

I. 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.
II. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under 'Shareholders' section.
III. 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 ID as 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.
IV. 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 ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**

NOTICE OF POSTAL BALLOT

b) For Members who hold 16 Digit Beneficiary ID shares in demat account with For example if your Beneficiary ID is CDSL. 12** then your user ID is 12** c) For Members holding EVEN Number followed by Folio Number shares in Physical Form. registered with the Company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

V. Your password details are given below:
i. If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
ii. 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.

iii. How to retrieve your 'initial password'?

a. 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. .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'.
b. If your email ID is not registered, please follow steps mentioned below in process for those members whose email ids are not registered.
VI. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password click on:
i. “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
ii. “Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
iii. 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.
iv. Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

VII. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

VIII. Now, you will have to click on “Login” button.

IX. After you click on the “Login” button, Home page of e-Voting will open.

Details on Step 2 is given below:

How to cast your vote electronically on NSDL e-Voting system?

NOTICE OF POSTAL BALLOT

I. 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.
II. 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.
III. Select “EVEN” of the Company.
IV. Now you are ready for e-Voting as the Voting page opens.
V. 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 “Confirm” when prompted.
VI. Upon confirmation, the message “Vote cast successfully” will be displayed.
VII. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
VIII. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
a. 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]. or contact Mr. Amit Vishal, Senior Manager or Ms. Pallavi Mhatre Manager, National Securities Depository Ltd., Trade World, 'A' Wing, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013, at the designated email Ids: [email protected] or [email protected] or [email protected] or at telephone nos. : +91-22-24994360 or +91-99202 64780 or +91-22-24994545 who will also address the grievances connected with the voting by electronic means.

Members may also write to the Company Secretary at the Company's email address [email protected]

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).

General Guidelines for Shareholders

Institutional/Corporate 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 the attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].
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 https://www.evoting.nsdl.com to reset the password.

Other Instructions:

The Scrutinizer shall, immediately after the conclusion of voting through remote e-voting unblock the votes cast through remote e-voting and make, not later than 48 hours of conclusion of the remote e-voting, a scrutinizer's report of the total votes cast in favour and against, if any, to the Chairman of the Company or any person authorised by him.
The said results along with the Scrutinizer's Report would be intimated to National Stock Exchange of India Limited and BSE Limited, where the equity shares of the Company are listed. Additionally, the results will also be uploaded on the Company's website www.kohinoorfoods.in, stock exchange website and on the website of NSDL www.evoting.nsdl.com

NOTICE OF POSTAL BALLOT

EXPLANATORY STATEMENT

Pursuant to Section 102 of the Companies Act, 2013 (“Act”)

Item No. 1 & 2

Your Company took strategic steps of business expansion in the year 2001 and as part of that exercise, the Company had made its investment to establish its wholly owned subsidiary at U.K. in the name and style of M/s. Indo European Foods Limited and further in the year 2016, your company took strategic decision and had established/bought a state of the art processing unit food factory situated at Bahalgarh, (Haryana) India.

Your Company had been declared NPA by the Banks in the Month of June 2018 and the Lead Bankers had already filed a petition under section 7 of IBC Act, before the Hon'ble NCLT Chandigarh (Yet to be admitted) due to financial crisis. Your Board has placed its extreme effort to revive the company from the current situation in the current scenario and ongoing pandemic and has placed its proposal of One Time Settlement (OTS) with the Banks. The settlement proposal includes the sale of selected assets/investment of the Company. The net proceeds from the sale of the Undertaking will be utilized towards One Time Settlement proposal with the Banks.

The Bank in its consortium meeting have in-principal agreed to the one time settlement proposal and the Board decided to sell the investment made in U.K. and the works (food factory) at Bahalgarh (Haryana) India in the overall best interest of all the stakeholders. The Board of Directors of the Company, at its meeting held on 28th September, 2020 has approved the decision to sell / transfer/ dispose off its:

(a) Investment in M/s. Indo European Foods Limited (IEFL), the Wholly Owned Subsidiary (WOS) situated at Kohinoor Congress House, 6th Floor, Suite 2, 14 Lyon Road, Harrow, Middlesex, Post Code: HA2 2 EN, United Kingdom ("Undertaking"), which shall have the effect of transfer of whole of the undertaking of IEFL, together with all specified tangible and intangible assets, including land, personnel / employees, plant and machinery and other assets in relation to the Undertaking including its brand name, as a going concern on an “as is where is” basis, to the strategic investor on prevailing market value, subject to due diligence, towards its consideration; and
(b) Processing unit – food factory, situated at 42-43 Milestone, G.T. Karnal Road, Village Sultanpur, Bahalgarh, Sonepat (Haryana) – 131021 India together with all specified tangible and intangible assets, including land, personnel / employees, plant and machinery and other assets in relation to the Undertaking but excluding its brand name, as a going concern / on a slump sale basis on an “as is where is” basis to the strategic Investor on prevailing market value, towards its consideration.

The sale of the said Undertaking/Investment will not have any impact on the Company's existing Rice business under the brand “Kohinoor”. Closing of the Transaction is conditional inter alia upon passing of the Special Resolution by the shareholders of your Company and receipt of all the required approvals.

The Board of Directors of the Company has approved the proposal to transfer the Undertaking as above, on a going concern basis, to the strategic Investor on prevailing market value, on the terms and conditions as referred to in this Explanatory Statement.

In compliance with the applicable provisions of the Companies Act, 2013, Special Resolution as set out in the accompanying Notice is now being placed before the members for their approval.

None of the other Directors of the Company are, in any way, concerned or interested in the said resolution. Your Directors recommend the passing of the resolution as Special Resolution.

Place: Faridabad, Haryana Date: 07.12.2020

By order of the Board of Directors Sd/Deepak Kaushal

Company Secretary & Manager (Legal)

AI assistant

Kohinoor Foods Ltd Proxy Solicitation & Information Statement 2020

59380_rns_2020-12-11_70d2f22b-191d-4773-8503-460ab11eb016.pdf

NOTICE OF POSTAL BALLOT

Dear Member(s),

PROPOSED SPECIAL RESOLUTIONS

NOTES:

Details on Step 1 is mentioned below:

Details on Step 2 is given below:

NOTICE OF POSTAL BALLOT

General Guidelines for Shareholders

Other Instructions:

EXPLANATORY STATEMENT

Pursuant to Section 102 of the Companies Act, 2013 (“Act”)

Item No. 1 & 2

AI assistant

Kohinoor Foods Ltd — Proxy Solicitation & Information Statement 2020

59380_rns_2020-12-11_70d2f22b-191d-4773-8503-460ab11eb016.pdf

NOTICE OF POSTAL BALLOT

Dear Member(s),

PROPOSED SPECIAL RESOLUTIONS

NOTES:

Details on Step 1 is mentioned below:

Details on Step 2 is given below:

NOTICE OF POSTAL BALLOT

General Guidelines for Shareholders

Other Instructions:

EXPLANATORY STATEMENT

Pursuant to Section 102 of the Companies Act, 2013 (“Act”)

Item No. 1 & 2

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