EGM Notice of KLM Axiva

Document Summary

KLM Axiva Finvest Limited has issued a notice for an Extraordinary General Meeting (EGM) to be held on Friday, March 07, 2025, at 02:30 P.M. (IST) via Video Conferencing ("VC") / Other Audio Visual Means (“OAVM").

Special Businesses to be Transacted:

1. Enhancement of Authorised Share Capital:
   • A resolution to increase the authorized share capital of the Company from Rs. 2,50,00,00,000/- to Rs. 5,00,00,00,000/- is proposed.
   • This will be achieved by increasing the number of equity shares from 25,00,00,000 to 50,00,00,000, each with a face value of Rs. 10/-, ranking pari passu with existing equity shares.
   • The Board of Directors is authorized to take necessary actions to implement this resolution.
2. Alteration of Memorandum of Association (MOA):
   • A resolution to alter the MOA of the Company by substituting Clause V (a) to reflect the increased authorized share capital is proposed.
   • The revised clause will state that the authorized share capital is Rs. 5,00,00,00,000/- divided into 50,00,00,000 Equity Shares of face value Rs. 10/- each, with the power for the Company to consolidate, convert, sub-divide, reduce or increase the capital and to issue new shares with preferential or special rights, subject to the Companies Act, 2013.
   • The Board of Directors is authorized to take necessary actions to implement this resolution.
3. Issue of Bonus Equity Shares:
   • A resolution is proposed to capitalize a sum not exceeding Rs. 11,29,70,440/- from the securities premium account and free reserves.
   • This will be used to issue bonus equity shares to eligible members in the proportion of 1:20 (one new fully paid-up equity share for every twenty fully paid-up equity shares held).
   • The face value of each bonus equity share is Rs. 10/-.
   • The record date for determining shareholder entitlement is Friday, March 07, 2025.
   • All new equity shares issued will rank pari passu with existing equity shares.
   • Bonus equity shares will be issued in dematerialized form.
   • Fractional shares will be rounded down, and fractions ignored.
   • The issue and allotment of bonus equity shares to Non-Resident Indians (NRIs) and other Foreign Investors is subject to RBI or other regulatory approvals.
   • Mr. Shibu Theckumpurath Varghese or any other director is authorized to take necessary steps to implement the resolution.
4. Issue of Equity Shares on Preferential Basis:
   • A special resolution is proposed to offer, issue, and allot a maximum of 2,63,71,888 equity shares of Rs. 10/- each at a premium of Rs. 5/- per share (issue price of Rs. 15/- per share), aggregating to Rs. 39,55,78,415/- on a preferential basis.
   • The allottees will be identified by the Board of Directors.
   • Equity shares issued will rank pari passu with existing equity shares.
   • The Board of Directors is authorized to take necessary actions to implement this resolution and settle any difficulties.

Notes on the EGM:

• The EGM will be conducted via VC/OAVM as per MCA and SEBI circulars, without physical presence of members.
• The facility to appoint a proxy is not available for this EGM, but representatives of members (e.g., President of India, Governor of a State, or a body corporate) can attend through VC/OAVM and vote via e-voting.
• Members can join the EGM in VC/OAVM mode 15 minutes before and after the scheduled time.
• Participation through VC/OAVM is limited to 1000 members on a first-come, first-served basis, excluding large shareholders, promoters, institutional investors, directors, key managerial personnel, etc.
• Attendance through VC/OAVM will be counted for quorum.
• Remote e-voting is available to members through National Securities Depository Limited (NSDL).
• The e-voting period begins on Tuesday, March 04, 2025, at 9:00 A.M. (IST) and ends on Thursday, March 06, 2025, at 5:00 P.M. (IST).
• The notice and other relevant information are available on the Company's website and the websites of BSE Limited and NSDL.
• Members are encouraged to register their email addresses with the Company/RTA/NSDL/CDSL to receive the EGM Notice electronically.
• SEBI has established an Online Dispute Resolution Portal ('ODR Portal') for dispute resolution in the Indian Securities Market, accessible through the Company's website.
• Members can inspect the Register of Directors and Key Managerial Personnel and other relevant documents electronically during the EGM by sending requests to the provided email addresses.
• Members holding shares in physical mode can submit nominations.
• The route map, proxy form and attendance slip are not attached as the EGM is held via VC.
• CS. Nikhil George Pinto has been appointed as the Scrutinizer for the e-voting process.
• The Scrutinizer will submit a report within 48 hours of the EGM conclusion.

Instructions for e-Voting and Joining the General Meeting:

• The remote e-voting period is specified.
• Members appearing in the Register of Members/Beneficial Owners as of Friday, February 28, 2025, can vote electronically.
• Detailed instructions are provided for accessing the NSDL e-Voting system, including login methods for individual shareholders holding securities in demat mode (through NSDL and CDSL).
• Shareholders can also download the NSDL Mobile App "NSDL Speede".
• Instructions are provided for shareholders other than individuals holding securities in demat mode, and those holding securities in physical mode, including how to log in to the NSDL e-Voting website and retrieve User ID and passwords.
• General guidelines for shareholders are listed, including requirements for Institutional Members/Corporate Members.
• It is strongly recommended not to share passwords and to keep them confidential.
• A helpdesk is available for technical issues related to login through Depository i.e., NSDL and CDSL.

Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013:

• Item No. 1 & 2: The increase in authorized share capital is motivated by the necessity of new long-term capital for facilitating business operations. The increase requires alteration of the MOA. None of the Directors or Key Managerial Personnel are concerned or interested. The Board recommends approval.
• Item No. 3: The Board recommends the issuance of Bonus equity shares in the proportion of 1:20, capitalizing from securities premium and free reserves. The record date is specified. None of the Directors or Key Managerial Personnel are concerned, except to the extent of their shareholding.
• Item No. 4: The Board proposes to increase its capital base by way of private placement of equity shares. The issue price is Rs. 15.00/- per share based on a valuation report by CA Saji Sebastian dated February 04, 2025. The amount to be raised is Rs. 39,55,78,415/-, to be used for onward lending, financing, and repayment/prepayment of principal and interest on existing borrowings and General Corporate Purposes. The number of securities to be issued is 2,63,71,888. The relevant date for the price is March 31st 2024. The Promoters and Directors intend to participate. Allotment shall be completed within 60 days.
• A table shows the names of proposed allottees and the percentage of post preferential offer capital that may be held by them.
• No change in control of the management is intended.
• The number of persons to whom allotments equity shares on preferential basis have already been made during the year is zero.
• The pre and post issue shareholding pattern of the company is detailed.
• All documents regarding the preferential issue are available for inspection at the Corporate Office. The Board recommends approval of the resolution. The Promoter, Directors, and their relatives are interested to the extent of their shareholding.

Instructions for E-Voting and Attending the EGM:

• The procedure for e-Voting on the day of the EGM is the same as the instructions mentioned above for remote e-voting.
• Members must register at least 10 days prior to the meeting to express views/ask questions.