adore - notice 1 postal ballot 21-05-2014.pmd
Contents
1. 1 Mrs Ninotchka Malkani Nagpal Chairman 2 Mr Aditya Tarachand Malkani 3 Ms Aruna Bhagawan Advani 4 Mr Ravin Ajitkumar Mirchandani 5 Mr Deep Ashda Lalvani d Shareholding of the Promoter Promoter Group Directors Key Management Personnel and their relatives in Ador Multiproducts Limited SI No Name s First name Middle Surname Pre issue capital Post issue capital Promoter Promoter Group Number Percentage Number Percentage 1 J B Advani and Company Private Limited 744444 28 48 994444 34 72 2 Mr Ajitkumar Tolaram Mirchandani 1940 0 07 1940 0 07 3 Mr Deep Ashda Lalvani 47203 1 81 47203 1 65 4 Ms Reshma Ashda Lalvani 6150 0 24 6150 0 21 5 Mrs Vimla Ashda Lalvani 19928 0 76 19928 0 70 6 Mr Aditya Tarachand Malkani 500 0 02 500 0 02 Director 1 Mr N S Marshall 500 0 02 500 0 02 Note i Other than holdings of Members of the Promoter Group mentioned above no other Member belonging to the group hold equity shares in Ador Multiproducts Limited as on date ii No relative of the Independent Director Mr N S Marshall hold shares in the Company Change in control There will neither be any change in the composition of the Board nor any change in the control of the Company on account of the proposed preferential issue However there will be corresponding changes in the shareholding pattern as well as in the voting rights Certificate from the Statutory Auditors The certificate issued by M s Ama2. authority of this resolution RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred to any Committee of the Board or any Director s Executive s Officer s of the Company as may be necessary to give effect to the aforesaid resolution By Order of the Board For Ador Multiproducts Limited Sriee Aneetha M Company Secretary Place Bangalore Date 17 05 2014 NOTES 1 Explanatory statement and statement setting out material facts as required under Section 102 of the Companies Act 2013 and disclosures required under SEBI ICDR Regulations are annexed hereto 2 Voting rights have been reckoned on the paid up value of shares registered in the name of the Member s as on 23 05 2014 3 The Board of Directors at its meeting held on 17 05 2014 has appointed Mr S P Nagarajan Practising Company Secretary as the Scrutiniser for conducting the Postal Ballot process in a fair and transparent manner 4 Duly completed Postal Ballot to reach the Scrutiniser on or before the close of working hours 17 30 on 08 07 2014 Postal Ballot Form received after the said date shall be treated as if reply from the Member has not been received Alternatively you may choose to cast your votes electronically which shall be open from 10 06 2014 to 08 07 2014 Instructions for voting by Postal Ballot or by Electronic means has been provided given overleaf Kindly read the same carefully be
3. you may seek duplicate Postal Ballot Form if you are not in receipt of physical copy from the Registered office of the Company Kindly note that Members can opt only one mode of voting i e either by Physical Ballot or E Voting If you are opting for E Voting then do not vote by Physical Ballot also and vice versa However in case a Member has voted both in Physical as well as E Voting then voting done through valid Physical Ballot shall prevail and voting done by E Voting shall be treated as invalid E Voting process 1 Voting period will commence from 10 06 2014 to 08 07 2014 Launch the internet browser by typing the URL https www evoting nsdl com The home screen will be displayed Select Shareholder Login Enter the log in details viz User ID and Password which are provided at the bottom of the Ballot Paper sent to you by e mail On the first log in you need to change the password On successful login you will have to select the EVEN E Voting Event Number Ador Multiproducts Limited for casting your vote in favour or against Cast your vote by selecting appropriate option in the Cast Vote section and click on Submit and also Confirm when prompted For an EVEN you can log in any number of times on E Voting platform of NSDL till you have voted or till the end of the voting period ie up to 08 07 2014 whichever is earlier Kindly note that vote once casted cannot be modified Institutional shar
4. Regulations the Registered Valuer Auditors Certificate as required will be made available for inspection at the Registered Office of the Company from 10 06 2014 on all working days between 10 00 hours to 17 30 hours until the date of declaration of the result By Order of the Board For Ador Multiproducts Limited Sriee Aneetha M 17 05 2014 Company Secretary ADOR MULTIPRODUCTS LIMITED MULTIPRODUCTS Regd off A 13 amp 14 III Stage Peenya Industrial Estate Bangalore 560 058 CIN L85110KA1948PLC000545 Phone No 080 2836 0271 Fax No 080 2836 1631 Website www adormultiproducts com Email ID amplbIr yahoo co in FORM No MGT 12 POLLING PAPER Pursuant to section 109 5 of the Companies Act 2013 and rule 21 1 c of the Companies Management and Administration Rules 2014 POSTAL BALLOT ee No Name of the First Named Shareholder in block letters Postal Address XXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXX Name s of the Joint Holder s if any Registered Folio No Client No Applicable to investors holding shares in dematerialised form No of Shares held 6 Class of Share EQUITY SHARES hereby exercise my vote in respect of the Special Resolution enumerated below by recording my assent or dissent to the said resolution in the following manner Please No of I Assent Di ssent Det
5. amount paid against each Warrant Share Rs 10 towards Equity Share Capital and the balance towards Securities Premium e In the event of the Company making a bonus issue by way of capitalisation of its reserves prior to the allotment of Equity Shares resulting from exercise of option under the Warrants the number of shares to be allotted against such Warrants shall stand augmented in the same proportion in which the Equity Share Capital increases as a consequence of such bonus issue f In the event of the Company making a rights offer by way of issue of new Equity Shares prior to allotment of Equity Shares resulting from the exercise of option under the Warrants the entitlement of the Equity Shares under the Warrants shall stand increased in the same proportion in the rights offer and such additional Equity Shares will be offered to the Warrant holder s at the same price at which the existing Members are offered Equity Shares g The Allotment shall be made only in dematerialised form h Warrant s until converted into Equity Shares does not give the holder thereof any right with respect to that of a Shareholder of the Company except as specified above i The Equity Shares that would be issued as above shall rank pari passu in all respects including with respect to dividend with the then fully paid up Equity Shares of the Company subject to the provisions of the Memorandum and Articles of Association of the Company The identity of the na
6. 50 000 Share Warrants convertible to Equity to the Promoter J B Advani and Company Private Limited To consider and if thought fit to pass with or without modifications the following resolution as a Special Resolution RESOLVED THAT pursuant to the provisions of Section 42 Section 62 Section 188 and other applicable provisions of the Companies Act 2013 including any statutory modification s or re enactment thereof for the POSTAL BALLOT NOTICE time being in force various enactments rules regulations circulars press notes clarifications issued by various authorities from time to time and subject to the provisions regulations and guidelines of the Securities and Exchange Board of India including amendments thereof Provisions of the Foreign Exchange Management Act Notifications of the Reserve Bank of India RBI Listing agreement entered with the Stock Exchange BSE Enabling provisions of the Memorandum and Articles of Association of the Company and subject to requisite approvals consents permissions and or sanctions if any of the Registrar of Companies SEBI Stock Exchange and other appropriate authorities as may be required and subject to such conditions as may be prescribed by any of them while granting any such approval consent permission and or sanction s and which may be agreed to by the Board of Directors of the Company hereinafter referred to as the Board which term shall be deemed to include any committe
7. 6 K Dubash Marg Fort Mumbai 400 001 PAN AAACJ1966D 3 Shareholding pattern of the Company Category Category of Pre issue capital Post issue capital code shareholder Total number Total Percentage Total Percentage of share number number holders of shares of shares A Shareholding of Promoter and Promoter Group 1 Indian a Individuals HUF 5 75721 2 90 75721 2 64 b Central State Government c Bodies Corporate 1 744444 28 48 994444 34 72 d Financial Institutions Banks e Any Other specify Directors amp their Relatives other than classified under 1 a 1 500 0 02 500 0 02 SUB Total A 1 7 820665 31 40 1070665 37 38 2 Foreign a Individuals NRI Foreign Individuals b Bodies Corporate c Institutions d Qualified Foreign Investor Sub Total A 2 Total Shareholding of the Promoter and Promoter Group A A 1 A 2 7 820665 31 40 1070665 37 38 B Public Shareholding 1 Institutions a Mutual Funds UTI 1 500 0 02 500 0 02 b Financial Institutions Banks 3 600 0 02 600 0 02 c Central State Government d Foreign Institutional Investors e Foreign Venture Capital Investors f Qualified Foreign Investor 9 Any Other specify Sub Total B 1 4 1100 0 04 1100 0 04 2 Non Institutions a Bodies Corporate 61 216720 8 29 216720 7 57 b Individuals i Individual shareholders holding nominal share capital up to Rs 1 lakh 4870 1295146 49 54 1295146 45 21 ii Individual shareholders holding nominal sha
8. ADOR MULTIPRODUCTS LIMITED Regd off A 13 amp 14 Ill Stage Peenya Industrial Estate Bangalore 560 058 MULTIPRODUCTS e CIN L85110KA1948PLC000545 Phone No 080 2836 0271 Fax No 080 2836 1631 Website www adormultiproducts com Email ID amplblr yahoo co in Dear Members Ador Multiproducts Limited is a Sixty Six year old Company and in the best interest of corporate governance and to be in conformity with the provisions of the NEW COMPANIES ACT 2013 WHICH BECAME EFFECTIVE FROM APRIL 1 2014 read with rules there under SEBI REGULATIONS including amendments and modifications thereof and STOCK EXCHANGE GUIDELINES the Company hereby re presents to its Members for consideration the issue of 2 50 000 number of Warrants convertible to Equity In view of the above the earlier resolution passed vide Postal Ballot dated March 20 2014 stands withdrawn Legislative provisions which have a bearing on the proposed issue 1 Section 42 of the Companies Act 2013 which deals with offer or invitation for subscription of securities on private placement stipulates compliance w r t Securities Contracts Regulation Act Securities and Exchange Board of India Act and in terms of sub section 7 mandates that all offers covered under the Section shall be made only to such persons whose names are recorded by the Company prior to the invitation to subscribe and that such person s shall receive offer by name and that a complete record of such
9. ails Item shares held to the to the by me resolution resolution Consent for preferential issue of 2 50 000 Warrants convertible to Equity Shares to the Promoter J B Advani and Company Private Limited Signature of the Member Shareholder ELECTRONIC VOTING PARTICULARS EVEN E VOTING EVENT NUMBER USERID O PASSWORD PIN Note Please read carefully the instructions printed overleaf before exercising the vote Last date and time for receipt of Postal Ballot Form by the Scrutiniser 08 07 2014 before 17 30 hours O O O O O O O O O O O O O O O O O O 2 O O e O Q a G G GO V O OG G A a E O O GUO GO DUO 2 GO O Q O O O O O O O O O O O O O O O O O O 2 O O e O Q INSTRUCTIONS FOR PHYSICAL VOTING A Member entitled to vote and desiring to exercise his her its vote by Postal Ballot Physical Voting may complete the Postal Ballot and send it to the Scrutiniser in the enclosed self addressed envelope BRE enclosed and the postage for the same will be paid by the addressee the Company However envelope containing the Postal Ballot Form if sent by courier at the expense of the Member will also be accepted Postal Ballot Form should be completed and signed by the Member s as per the information available and specimen signature registered with the Company and in case of joint holding the form should be completed and signed by the first named Member failing which by the ne
10. allottee pursuant to the aforesaid preferential allotment and the Equity Shares to be allotted upon conversion of Warrants shall rank pari passu in all respects including as to dividend with the existing fully paid up Equity Shares of the face value of Rs 10 Rupees ten only each of the Company subject to the relevant provisions contained in the Memorandum and Articles of Association of the Company RESOLVED FURTHER THAT the aforementioned issue of Share Warrants shall be subject to the following terms and conditions 1 The Warrants shall be convertible at the option of the Warrant holder at any time in one or more tranches within a period of 18 months from the date of allotment of Warrants 2 Each Warrant shall be convertible in to one Equity Share of the nominal value of Rs 10 Rupees ten only each at a premium of Rs 6 50 Rupees six and paise fifty only per share subject to SEBI guidelines for preferential issue 3 The Warrant holder shall on or before the date of allotment of Warrants pay an amount equivalent to 25 of the total consideration per Warrant 4 The amount referred in 3 above shall be forfeited if the option to acquire shares is not exercised within a period of 18 months from the date allotment of Warrants 5 The Warrant holder shall on or before the date of conversion of Warrants in to Equity Shares pay balance 75 of the consideration applicable with respect to the number of Warrants converted 6 T
11. ay of Special Resolution 2 Brief profile of the proposed allottee Established in 1908 J B Advani and Company Private Limited JBA is a Century Old Entity which has grown from a small trading company to become the Promoter of Ador Group JBA s objective is to nurture businesses for select industrial segments with the aim of attaining market leadership With this goal in mind the Group has expanded its stronghold in core industrial and manufacturing sectors besides cosmetic products and green energy solutions The group s strong ethical and social practices are a source of pride for all stakeholders and ensure the highest levels of business excellence 3 Details of the proposed allottee a Name Address CIN PAN Bank J B Advani and Company Private Limited JBA Ador House 6 K Dubash Marg Fort Mumbai 400 001 CIN U51900MH1925PTC004217 PAN AAACJ1966D Bank HDFC b Category Promoter Non Promoter Promoter c Identity of the natural person who are the ultimate beneficial owners Details of the Shareholders of J B Advani and Company Private Limited has been provided in serial number 7 under disclosures d Number of securities to be allotted 2 50 000 Warrants with each Warrant convertible to Equity Share of the nominal value of Rs 10 each within a period of eighteen months from the date of allotment of Warrants 4 Consent of J B Advani and Company Private Limited J B Advani and Company Private Limited has provided its c
12. bounces back the Company will organise to send the documents by post courier 8 Voting by electronic mode The Company is providing E Voting mechanism as per the provisions of the Companies Act 2013 9 The nature of concern or interest financial or otherwise if any a None of the Directors Managers are concerned or interested financial or otherwise other than Mr Deep Ashda Lalvani Chairman and Mr Aditya Tarachand Malkani Director in the resolution b None of the other Key Managerial Personnel are concerned or interested financial or otherwise in the resolution c Other than relatives of Mr Deep Ashda Lalvani Director i Mrs Vimla Ashda Lalvani and ii Ms Reshma Ashda Lalvani currently holding shares in Ador Multiproducts Limited none of the relatives of other Director s Manager s Key Managerial Personnel are concerned or interested financial or otherwise in the resolution Amount Rs DISCLOSURES The following disclosure sets out all the material facts relating to the aforesaid Special Resolution in terms of the Securities and Exchange Board of India Issue of capital and disclosure requirements ICDR Regulations 1 The object s of the preferential issue The Company s performance during the last two years has not been very encouraging Taking in to consideration the imminent requirement for working capital and maintenance of ongoing projects the Board at its meetin
13. e which the Board may have constituted or hereinafter constitute in exercise of one or more of its power including powers conferred hereunder the Board be and is hereby authorised to create offer and allot up to 2 50 000 Two lakhs and fifty thousand Share Warrants of the face value of Rs 10 Rupees ten only each at a premium of Rs 6 50 Rupees six and paise fifty only per Share Warrant to be issued and allotted on preferential basis to J B Advani and Company Private Limited the Promoter having Corporate Identity Number CIN U51900MH1925PTC004217 which shall be convertible in to Equity Shares of the Company not later than 18 months from the date of allotment of Warrants in accordance with SEBI ICDR Regulations and or any other provisions of law as may be prevailing at the time of allotment of Equity Shares Conversion of Warrants with each Share Warrant entitling the holder thereof to apply for and be allotted one Equity Share of the face value of Rs 10 Rupees ten only at a premium of Rs 6 50 Rupees six and paise fifty only per Equity Share RESOLVED FURTHER THAT the Relevant Date for the preferential issue of Warrants as per ICDR Regulations for determination of applicable price for issue of the above mentioned Warrants shall be 09 06 2014 viz 30 days prior to 09 07 2014 the date on which the result of the Postal Ballot will be announced by the Company RESOLVED FURTHER THAT the Warrants to be allotted to the proposed
14. eholders Corporate Fls Flls Trust Mutual Funds Banks etc are required to scan PDF JPEG format and send the relevant Board resolution Authority letter etc together with attested specimen signature of the duly authorised signatory ies who are authorised to vote to the Scrutiniser through e mail cs nagarajsp818 com with a copy marked to evoting nsdl co in 10 You can update your mobile number and email ID in the user profile details of the folio which may be used for sending communication s regarding NSDLE Voting system in the future Please note that 1 Login to 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 Forgot password option available on the site to reset the same Your login id and password can be used by you exclusively for E Voting on the resolutions placed by the Company in which you are the shareholder It is strongly recommended not to share your password with any other person and take utmost care to keep it confidential Please note that if you have opened 3 in 1 account with ICICI group i e bank account and demat account with ICICI Bank Limited and trading account with ICICI Securities Limited you can access E Voting website of NSDL through their website viz www icicidirect com for the purpose of casting your votes electronically by using your existing user ID and password used for accessing the website www
15. ever duly completed Postal Ballot Form should reach the Scrutiniser not later than the last date for receipt of Postal Ballot Form i e 08 07 2014 The Scrutiniser s decision on the validity of the Postal Ballot will be final and binding The result of the Postal Ballot will also be posted on the website of the Company www adormultiproducts com and also in the newspaper s for the information of the Shareholders The Company is pleased to offer e voting facility as an alternate to all the Shareholders of the Company to enable them to cast their votes electronically instead of dispatching Postal Ballot Form However E Voting is optional and Member s may choose to send physical ballot form duly completed and signed INSTRUCTIONS FOR E VOTING The Company offers E Voting as an option to all the Shareholders To effect the same it has made necessary arrangements with National Securities Depository Limited NSDL In this regard your Demat account Folio number has been enrolled by the Company for your participation in E Voting Notice of the Postal Ballot along with explanatory statement Postal Ballot Form and instructions can be downloaded from the link hitps www evoting nsdl com or the same can also be obtained from the Registered office of the Company Ador Multiproducts Limited A 13 amp 14 Ill Stage Peenya Industrial Estate Bangalore 560 058 In case you wish to cast your vote through Physical Ballot Form instead of E Voting
16. fore exercising your vote 5 The Scrutiniser will submit his report to the Chairman after completion of scrutiny and the result of the Postal Ballot will be announced at the Registered Office of the Company in Bangalore on Wednesday 09 07 2014 The Company shall immediately intimate the Stock Exchange BSE and have the result posted on the website www adormultiproducts com It will also be published on the following day in the newspaper Financial Express Mumbai and Bangalore editions and in the regional language Kannada EXPLANATORY STATEMENT STATEMENT OF MATERIAL FACTS AS REQUIRED UNDER SECTION 102 OF THE COMPANIES ACT 2013 The following explanatory statement sets out all material facts relating to the Special Business mentioned in the Notice and to be taken as forming part of the Notice 1 Meaning scope and implications of the Special Business as required under Section 102 of the Companies Act 2013 Your Directors are of the opinion that there is imminent need to fund i Working capital and ii On going projects of the Company In this regard it was thought at best that it is the Promoter s prerogative to contribute in exigencies and hence it is proposed to issue and allot up to 2 50 000 Two lakhs and fifty thousand Share Warrants of the face value of Rs 10 Rupees ten only each at a premium of Rs 6 50 Rupees six and paise fifty only per Share Warrant subject to the approval of the Members of the Company by w
17. g held on 17 05 2014 decided to seek the consent of Members for issue of 2 50 000 Share Warrants in one or more tranches on preferential basis with an option to convert in to equal number of Equity Shares to J B Advani and Company Private Limited the Promoter of the Company While the Company had obtained approval of the Members for 4 00 000 Warrants the Companies Act SEBI regulations and Stock Exchange mandating compliances before allotment of Warrants the Board hereby places the matter for consideration of the Members once again While doing so it has reduced the quantum of securities shares to 2 50 000 to be in compliance with the SEBI Substantial Acquisition of Shares and Takeover Guidelines retaining all other terms set out in the Notice dated 31 01 2014 as may become applicable viz a viz the new enactment amp requirements 2 The proposal of the Promoters Directors or Key Management Personnel of the Issuer to subscribe to the offer The preferential offer is being made to J B Advani and Company Private Limited Promoter of the Company It has given its consent to subscribe to the proposed issue No other Promoter Director Key Management Personnel Member Investor except J B Advani and Company Private Limited intend to subscribe to the offer Associate Company Promoter J B Advani and Company Private Limited Address of the Registered Corporate Office Ador House
18. he number of Warrants and the price per Warrant shall be appropriately adjusted subject to the provisions of the Companies Act and SEBI guidelines as may be requsite and for corporate actions such as bonus issue rights issue stock split merger demerger transfer of undertaking sale of a division or any such capital or corporate restructuring 7 The lock in requirements shall be made applicable a On the pre preferential share holding b On the issue and allotment of Warrants and c Conversion of Warrants in to Equity as per SEBI ICDR regulations and as per the mandate of the Stock Exchange if any RESOLVED FURTHER THAT the Board in its absolute discretion be and is hereby authorised to accept and make in the interest of the Company any alteration s modification s to the terms and conditions as it may deem necessary concerning any aspect of the issue including decrease in the aggregate quantum of preferential issue and to do all such acts deeds matters and things in connection therewith and incidental thereto as the Board may deem necessary and to settle all questions difficulties or doubts that may arise in relation to the proposed issue offer and allotment of the said Warrants as also utilisation of the issue proceeds at any stage without requiring the Board to seek any further consent or approval of the Members or otherwise to the end and intent that they shall be deemed to have given their approval hereto expressly by the
19. icicidirect com Please note that in case you are not able to login through ICICI direct website you can also access the E Voting system of NSDL by using your existing user ID and password for the E Voting system of NSDL In case of any queries you may refer to the Frequently Asked Questions FAQs for Members and E Voting user manual for Members available at the download section of https www evoting nsdl com or contact NSDL at the following telephone no 022 24994600 2 G G O V O OG G ee ae aF aE O ee GO DUO O O Q
20. llotment of Warrants In principle approval and from the date of grant of Trading approval by BSE respectively Further the lock in requirements shall be consistent with SEBI ICDR regulations with amendment changes extensions requisite of the Stock Exchange BSE 6 Terms and Conditions 10 11 Place Bangalore Date a The proposed allottee of the Warrants shall on or before the date of allotment of Warrants pay an amount equivalent to at least 25 of the price fixed per Warrant in terms of the ICDR Regulations b The Warrant holder will be entitled to apply for and obtain one Equity Share of the face value of Rs 10 each and exercise option on or before the expiry of 18 months from the date of allotment of Warrants in one or more tranches At the time of exercise of entitlement the warrant holder shall pay the balance consideration towards subscription of each Equity Share The amount so paid will be adjusted set off against issue price of the resultant Equity Share s c If the entitlement against the Warrants to apply for Equity Shares is not exercised within the aforesaid period the entitlement of the Warrant holder to apply for Equity Shares of the Company along with the rights attached thereto shall expire and any amount paid on such Warrants shall stand forfeited d Upon receipt of the requisite payment as above the Board or a Committee thereof shall allot one Equity Share per Warrant by appropriating from the
21. offers shall be kept by the Company in such manner as may be prescribed Besides complete information about such offer to be filed with the Registrar within a period of thirty days of circulation of relevant private placement offer letter 2 Section 62 of the Companies Act 2013 which deals with further issue of share capital stipulates in terms of proviso c that offer to persons other than holders of Equity Shares shall be permissible subject to passing of special resolution by the Members of the Company 3 Section 102 of the Companies Act 2013 provides that where any item of special business to be transacted at a meeting of the Company relates to or affects any other company the extent of shareholding interest in that other company of every Promoter Director Manager if any and of every other Key Managerial Personnel of the first mentioned company shall if the extent of such shareholding is not less than two percent of the paid up share capital of that company be set out in the statement annexed to the Notice 4 Section 188 of the Companies Act 2013 which deals with transactions with related parties stipulates in terms of proviso 2 that every contract or arrangement entered in to under the said sub section 1 shall be referred to in the Board s report to the shareholders along with justification for entering in to such contract or arrangement and also provides for ratification if any within three months from the date of contrac
22. onsent to subscribe and pay amounts on the issue and conversion of Warrants in to Equity Shares within the stipulated time period 5 Purpose of the proposed issue of Warrants SI No Details de Working capital 13 75 000 2 On going developmental projects 27 50 000 Total 41 25 000 Manufacture of own range of branded personal care products The consideration amount receivable received from J B Advani and Company Private Limited would be placed in escrow and would be spent for the above said purpose of which details will be made available to the Members of the Company from time to time as per listing requirement 6 Documents for perusal In pursuance of Section 102 3 of the Companies Act 2013 documents can be inspected at the Registered office of the Company and shall remain open for inspection during business hours 10 00 hours to 17 30 hours on all working days except Saturday Sunday and National Holidays from 10 06 2014 to 08 07 2014 7 Service of documents In line with Green Initiative as part of the Corporate Governance launched by the Ministry of Corporate Affairs and as per the Companies Act 2013 allowing paperless compliances by recognising emails as one of the modes for service of notice documents the Company will be sending this Notice electronically to the email addresses as obtained from the Depositories Members and for those Members to whom addresses are not available or in case the email sent
23. re capital in excess of Rs 1 lakh 6 230194 8 81 230194 8 04 c Qualified Foreign Investor d Any Other specify e Clearing Members 2 1956 0 07 1956 0 07 f NRI 10 24267 0 93 24267 0 85 g HUF 48 24130 0 92 24130 0 84 Sub Total B 2 4997 1792413 68 56 1792413 62 58 Total Public Shareholding B B 1 B 2 5001 1793513 68 60 1793513 62 62 TOTAL A B 5008 2614178 100 00 2864178 100 00 C Shares held by Custodians and against which Depository Receipts have been issued a Public Sub Total C GRAND TOTAL A B C 5008 2614178 100 00 2864178 100 00 4 The time within which the preferential issue shall be completed As required under ICDR Regulations the Company shall complete the allotment s of Warrants on or before the expiry of 15 days from the date of passing of the resolution by Postal Ballot i e announcement of result of the Postal Ballot or in the event that allotment of Warrants would require any approval s from any regulatory authority or the Central Government within 15 days from the date of such approval s as the case may be 5 Lock in period The pre preferential shareholding of the proposed allottee shall be subject to lock in from the Relevant Date up to a period of six months from the date of allotment of Warrants In principle approval of the Bombay Stock Exchange BSE The Equity Warrants and Shares on conversion shall be subject to lock in for a period of three years from the date of a
24. rnath Kamath amp Associates Statutory Auditors will be available for inspection during office hours at the Registered Office of the Company on all working days up to the date of announcement of result of the Postal Ballot Price Equity Shares to be issued against Warrants will be allotted at a price not less than higher of the following a The average of the weekly high and low of the closing prices of the related Equity Shares quoted on the recognised stock exchange during twenty six weeks preceding the relevant date or b The average of the weekly high and low of the closing prices of the related Equity Shares quoted on a recognised stock exchange during two weeks preceding the relevant date The Company hereby undertakes that a it shall re compute the price of the Warrants Shares in terms of the provisions of the ICDR Regulations if it is required to do so and b if the amount payable on account of re computation of the price is not paid within the time stipulated under ICDR Regulations the Warrants shall continue to be locked in till the time such amount is paid by the allottee Others Since the price at which the Equity Shares shall be issued to J B Advani and Company Private Limited Promoter of the Company cannot exactly be determined before the issue of this Notice to the Shareholders as it depends on the average of the market price prevailing in the preceding twenty six weeks or two weeks preceding the Relevant Date as per ICDR
25. t 5 SEBI ICDR Regulations provides for lock in on pre preferential shareholding for a period of six months from the date of in principle approval by the Stock Exchange and lock in shall commence from the Relevant Date Further on issue and conversion of Warrants in to Equity Shares the lock in shall be for a period of three years from the date of in principle approval and trading approval respectively Regulation 73 1 e requisites disclosure of the identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and or who ultimately control the proposed allottees and the percentage of post preferential issue capital that may be held by them and changes in control if any of the issuer consequent to the preferential allotment 6 Rules and regulations as specified in the Companies Management and Administration Rules 2014 and the Companies Share Capital and Debenture Rules 2014 as may become applicable In consonance with the above requirements SPECIAL BUSINESS NOTICE is hereby given that pursuant to Section 2 65 and Section 110 of the Companies Act 2013 read with Companies Management and Administration Rules 2014 and all other applicable Acts Rules Regulations including modifications or re enactment thereof Ador Multiproducts Limited hereinafter referred to as the Company is seeking the consent of its Members by way of Special Resolution for Preferential issue of 2
26. tural persons who are the ultimate beneficial owners of shares proposed to be allotted and or who ultimately control the proposed allottee and the percentage of post preferential issue capital a The proposed allottee is J B Advani and Company Private Limited Promoter of the Company The percentage of pre and post preferential issue holding would be 28 48 and 34 72 respectively b Shareholding pattern Current of J B Advani and Company Private Limited is as under SI No Folio No Name of the Shareholders Type of Share No of Shares Face value per Share Percentage 1 28 Ms Aruna Bhagawan Advani Equity 585 Rs 5000 20 2 30 Mr Ajitkumar Tolaram Mirchandani Equity 585 Rs 5000 20 3 32 Mr Aditya Tarachand Malkani Equity 585 Rs 5000 20 4 34 Mrs Ninotchka Malkani Nagpal Equity 585 Rs 5000 20 5 35 Mr Deep Ashda Lalvani Equity 585 Rs 5000 20 Note i None of the Key Management Personnel of Ador Multiproducts Limited hold shares in J B Advani and Company Private Limited except Mr Deep Ashda Lalvani and Mr Aditya Tarachand Malkani ii In respect of the first holder mentioned above each of the folios have joint holding comprising their family member s iii J B Advani amp Company Private Limited has intimated that there has been no declaration of beneficial interest in shares as per the Companies Act 2013 c Directors of J B Advani and Company Private Limited
27. xt Member and failing which by the next named Member Duly completed Postal Ballot form should reach the Company not later than 17 30 hours on 08 07 2014 All Postal Ballot Form s received after this date will strictly be treated as if reply from such Shareholder has not been received In case of shares held by Companies Trusts Societies etc duly completed Postal Ballot Form should be accompanied by a certified notarised copy of the Board Committee resolution giving requisite authority to the person whose specimen signature is registered with the Company There will be only one Postal Ballot Form for every folio irrespective of the number of Joint Members The right of voting by Postal Ballot shall not be exercised by Proxy Incomplete unsigned mutilated torn or voted both for and against the Postal Ballot shall be rejected Votes of Members from whom no Postal Ballot Form is received OR received after the aforesaid stipulated period will not be accepted or taken in to account and counted for the purpose of passing the Special Resolution Voting rights have been reckoned on the paid up value of shares registered in the name of the Member s as on 23 05 2014 Members are requested not to send any other paper along with the Postal Ballot Form in the prepaid self addressed envelope Any extraneous paper found in such envelope will be destroyed by the Scrutiniser A Shareholder may request for a duplicate Postal Ballot Form if so required How
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