Event Date: N/A
Usha Shriram Pvt. Ltd. will hold its 3rd Extra-Ordinary General Meeting for the financial year 2024-25 on Friday, February 21st, 2025, at 04:00 P.M. at its registered office in New Delhi. The primary purpose of the meeting is to consider a special resolution regarding the offer and issuance of equity shares via preferential issuance on a private placement basis.
Resolution No. 1: Issuance of Equity Shares
The resolution proposes, subject to applicable provisions of the Companies Act, 2013, related rules, the Memorandum and Articles of Association of the Company, and necessary approvals, permissions, and sanctions, to offer and issue an aggregate of 1,05,187 equity shares on a private placement basis. Each share has a face value of INR 10, with a premium of INR 125 per share, totaling INR 1,42,00,245. The issue may occur in one or more tranches. The equity shares shall be allotted only in dematerialized form against receipt of the subscription price within 60 days. These shares will rank pari-passu with existing equity shares. The document lists the proposed allottees, their categories (Individual), the maximum equity proposed to be allotted, and the maximum amount (Rs.) proposed to be allotted:
Additional Resolutions and Authorizations:
The document further resolves that no fresh offer or invitation on a private placement basis will be made unless the current allotments are completed, withdrawn, or abandoned. Each director is authorized to file necessary e-forms with government authorities, including the Registrar of Companies, New Delhi, and to perform necessary actions in the company's best interests. Any director of the Company is authorized to issue the private placement offer cum application letter in Form PAS-4 to the proposed subscriber(s), maintain the record of private placement offer in Form PAS-5, and to sign and file the necessary documents and forms required by statutory authorities.
Explanatory Statement as per Section 102 of the Companies Act, 2013
The Board of Directors has approved the closure of a previous private placement offer dated 07.12.2024. The company now proposes to seek investment by issuing 105187 Equity Shares at a premium. This requires shareholder approval via a Special Resolution. The basis for the share price of INR 135 was determined by the Valuation Report dated 4th November 2024, issued by IBBI Registered Valuer Mr. Rajan Sahdev. The proceeds from the issuance will be used for the company's growth and expansion. The equity shares are fully paid-up, unsecured, and unlisted, and will be entitled to dividends as decided by the Board and shareholders as per the Companies Act, 2013. Allotment to be made within 60 days of receipt of money, with the promoters & directors making contribution of INR 66,99,915. The relevant date for determining the price is 30th September 2024.
Disclosures and Interests:
The intention of promoters, directors (Jatin Varma, Nikhil Varma, and Rajiv Bhalla), is to subscribe to the offer. Other directors and Key Managerial Personnel are not subscribing. The percentage of post-preferential offer capital held by these individuals is as follows:
The document confirms that no change in control of the company will occur due to the preferential offer.
Annexures:
The document references several annexures:
Annexure I: Current shareholding of the company, including names, numbers, and values.
Annexure II: Details of preferential allotment during the year (Details of allotments from 26.12.2023 to 19.03.2024)
Annexure III: Pre and post shareholding pattern of the company. Post-issuance, the promoter holding increases slightly from 26.72% to 26.74%, while the non-promoter holding remains at 73.26%.
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