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Nitco Ltd. — AGM Information 2024
Nov 15, 2024
62410_rns_2024-11-15_70b8c78f-f170-473f-aa5b-181f4281a9f2.pdf
AGM Information
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NITCO/SE/2024-25/55 November 15, 2024
To,
Corporate Service Department, The Listing Department, BSE Limited National Stock Exchange of India Limited Jeejeebhoy Towers Exchange Plaza, Bandra Kurla Complex, Bandra (E), Dalal Street, Mumbai – 400051 Mumbai – 400 001 Script code: NITCO Script code: 532722
- - Subject: Proceedings of (1/2024 25) Extra Ordinary General Meeting of the Company held on Friday, November 15, 2024
Reference: Regulation 30(6) read with ‘Part A’ of Schedule III and other applicable Regulation(s), if any, of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Dear Sir,
Pursuant to Regulation 30 (6) read with Part A of Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed proceedings of the (1/2024-25) Extra-Ordinary General Meeting of the Company held on Friday, November 15, 2024 at 11.30 A.M. (IST) through Video Conferencing (“VC”) or Other Audio-Visual Means (“OAVM”).
Request to take the above intimation on your records.
Thanking You.
Yours faithfully,
For NITCO Limited
GEETA Digitally signed by GEETA SAMEER SHAH DN: c=IN, o=Personal, postalCode=400092, st=Maharashtra, SAMEER serialNumber=29281389562B34884FBE4B81CF52F0602ECF6F8357614492E47274 7B7D5DAED2, cn=GEETA SAMEER SHAH SHAH Date: 2024.11.15 17:02:07 +05'30'
___
Geeta Shah Company Secretary and Compliance Officer Membership No.: A57288
Encl: As above
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Registered Office: NITCO Limited, 3/A, Recondo Compound, Sudam Kalu Ahire Marg, Glaxo, Worli Colony, Mumbai, Maharashtra, India, 400 030. Tel.: 91-22-25772800|25772790. CIN: L26920MH1966PLC016547. Email: [email protected] Website: www. nitco.in
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- - Proceedings of the (1/2024 25) Extra Ordinary General Meeting of the Members of Nitco Limited held on Friday, November 15, 2024 at 11.30 A.M. (IST) through Video Conferencing (“VC”) or Other Audio-Visual Means (“OAVM”):
The Extra-Ordinary General Meeting (“EGM”) of the Members of Nitco Limited (“Company”) was held today i.e. Friday, November 15, 2024 at 11.30 A.M. (IST) through Video-Conferencing (“VC”) or Other Audio-Visual Means (“OAVM”) to transact the business as mentioned in the Notice of EGM dated October 21, 2024 read with Corrigendum dated November 8, 2024 (“EGM Notice”) . The meeting was held in compliance with the relevant Circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India in this regard.
Ms. Geeta Shah, Company Secretary & Compliance Officer welcomed the Members to the EGM and briefed them on details relating to their participation at the Meeting through VC/ OAVM. She thereafter introduced other Directors and invitees present.
50 members attended the EGM. Mr. Vivek Talwar, Chairman and Managing Director of the Company, chaired the meeting.
The Chairman then briefed the Members on the increase in Authorized Share Capital of the Company and consequential amendment in Memorandum of Association of the Company and also on the proposal to raise funds to the tune of ₹625,20,59,250/- (Rupees Six Hundred and Twenty Five Crores Twenty Lakhs Fifty Nine Thousand Two Hundred and Fifty only) by way of preferential issue of equity and convertible warrants, to certain investors, under ‘promoter’ and ‘non-promoter’ category and also issue of 11,25,00,000 Equity Shares to Authum Investment & Infrastructure Limited upon conversion of its part Debt.
The Chairman also briefed the members the requirement of approval under Section 188 of the Companies Act, 2013 and Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, for ‘material related party transaction’ for purchase of asset/property from Promoters/Promoter Group of the Company and from Promoter Owned Entities.
With the consent of the Members present, the Notice convening the EGM was taken as read.
The following businesses were then transacted at the meeting as set out in the EGM Notice:
| Sr. No. Description of Resolution |
Sr. No. Description of Resolution |
Type of Resolution (Ordinary/Special) |
|---|---|---|
| Special Business: | ||
| 1. | Increase in Authorised Share Capital of the Company and Consequential amendment in Memorandum of Association of the Company. |
Ordinary |
| 2. | Issue of EquityShares on a Preferential Basis. | Special |
| 3. | Issue of Convertible Warrants on Preferential basis to one of the persons belongingto Promoter Category. |
Special |
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Registered Office: NITCO Limited, 3/A, Recondo Compound, Sudam Kalu Ahire Marg, Glaxo, Worli Colony, Mumbai, Maharashtra, India, 400 030. Tel.: 91-22-25772800|25772790. CIN: L26920MH1966PLC016547. Email: [email protected] Website: www. nitco.in
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| 4. | Issue of Equity Shares by conversion of debt to Authum Investment & Infrastructure Limited. |
Special |
|---|---|---|
| 5. | Approval under Section 188 of the Companies Act, 2013 and Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and disclosure requirements) Regulations, 2015, for ‘material related party transaction’ for purchase of asset/ propertyfrom Promoters/Promoter Group. |
Ordinary |
| 6. | Alteration in main object of Memorandum of Association of the Company. |
Special |
The Company Secretary mentioned that the results of e-voting shall be announced within the stipulated timeline. The results of e-voting along with the consolidated scrutinizer’s report will be submitted to the Stock Exchanges, i.e., National Stock Exchange of India Limited and BSE Limited and will also be placed on the website of the Company and National Securities Depository Limited (“NSDL”).
The Company Secretary then informed the Members that the Board of Directors has appointed Mr. Ankit Sethi - Proprietor of M/S Ankit Sethi & Associates, Practicing Company Secretaries (M No. 25415, CP No. 11089), as the Scrutinizer to scrutinize the process of remote e-Voting and e- Voting at the EGM in a fair and transparent manner.
The Company Secretary then informed that the Members who participated in the EGM and had not cast their votes electronically in advance during remote e-Voting period were provided an opportunity to cast their votes at the Meeting, which remained open for 15 minutes after the conclusion of the Meeting.
The Chairman thanked the members for participating in the Meeting. The EGM of the Company was concluded at 12:20 P.M. (including the time allowed for e-voting).
Thanking You.
Yours faithfully, For NITCO Limited GEETA Digitally signed by GEETA SAMEER SHAH DN: c=IN, o=Personal, postalCode=400092, st=Maharashtra, SAMEER serialNumber=29281389562B34884FBE4B81CF52F0602ECF6F8357614492E47274 7B7D5DAED2, cn=GEETA SAMEER SHAH SHAH Date: 2024.11.15 17:03:55 +05'30' ___
Geeta Shah Company Secretary and Compliance Officer Membership No.: A57288
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Registered Office: NITCO Limited, 3/A, Recondo Compound, Sudam Kalu Ahire Marg, Glaxo, Worli Colony, Mumbai, Maharashtra, India, 400 030. Tel.: 91-22-25772800|25772790. CIN: L26920MH1966PLC016547. Email: [email protected] Website: www. nitco.in