BSE Ltd. Corporate Relationship Department, 1st Floor, New Trading Ring, Rotunda Building, P /Towers, Dalal Street, Fort, Mumbai - 400 001 [email protected] Scrip Code - 532323
The Calcutta Stock Exchange Limited 7, Lyons Range Kolkata 700001 [email protected] Scrip Code - 029983
Dear Sir/Madam, Sub: Notice for Extra-Ordinary General Meeting of the Company Ref: Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 (‘Listing Regulations’). Pursuant to Regulation 30 of the Listing Regulations, we hereby submit Notice for Extra-Ordinary General Meeting of the Company to be held on 21st January, 2021 at 11.30 a.m. (IST) at Hotel Mantra Palace, Panposh Road, next to Reliance Digital, Rourkela, Odisha- 769004 subject to the SEBI Guidelines and MCA Circulars issued from time to time in this behalf due to COVID-19 scenario in order to transact following business:
i. Increase the Authorized Share Capital of the Company and consequential amendment of the Capital Clause in the Memorandum of Association of the Company.
ii. To approve issue, offer and allot 1% Optionally Convertible Cumulative Redeemable Preference Shares to JSW Cement Limited, on a preferential basis
You are kindly requested to take note of the above. Thanking You, Yours Faithfully For Shiva Cement Limited
Sneha Bindra Company Secretary Encl: As above Date: 28.12.2020
NOTICE
NOTICE EGM
Company
Increase the Authorized Share Capital of the Company and consequential amendment of the Capital
Clause in the Memorandum of Association of the Company.
Special
Resolution
“RESOLVED THAT
I.
ii.
is hereby given that an Extraordinary General Meeting (“ ”) of the Members of Shiva Cement Limited
(hereinafter referred to as “ ”) will be held on Thursday, 21 January 2021 at 11.30 a.m. (IST) at
subject to the Securities
Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 and MCA Circulars
issued from time to time in this behalf due to COVID-19 scenario, to transact the following business:
To consider and if thought fit, to pass with or without modification(s), the following resolution as a
:
pursuant to the provisions of Sections 13, 61 and other applicable provisions, if any, of
the Companies Act, 2013, read with rules made thereunder, (including any amendment(s), modification(s)
or re-enactment(s) thereof, for the time being in force), and subject to the provisions of the Articles of
Association of the Company, consent of the Members be and is hereby accorded to increase the authorized
share capital of the Company from existing 46,00,00,000 (Rupees Forty Six Crores) divided into
22,87,50,000 (Twenty Two Crores Eighty Seven Lakhs Fifty Thousand) Equity Shares of Rs. 2/- (Two) each
and 12,50,000 (Twelve Lakhs Fifty Thousand) Preference shares of Rs. 2/- (Two) each, to 260,00,00,000
(Rupees Two Hundred sixty crores), comprising:
60,00,00,000 (Rupees Sixty crores) equity share capitaldivided into 30,00,00,000 (Thirty Crores)
Equity Shares of Rs. 2/- (Two) each; and
200,00,00,000 (Rupees Two Hundred crore) preference share capital divided into 2,00,00,000
(Two crores) Preference Shares of 100/- each;
Consequently, the Memorandum of Association of the Company be and is hereby altered by substituting
the existing Capital Clause (Clause V) with the following:
“V. The authorised share capital of the Company is Rs. 260,00,00,000 (Rupees Two hundred sixty crores)
divided into 30,00,00,000 (Thirty crores) Equity Shares of Rs. 2/- (Two) each and 2,00,00,000 (Two crores)
Preference Shares of Rs. 100/- (Rupees Hundred) each with the rights, privileges, and conditions attached
thereto as are provided by the Articles of Association of the Company for the time being, provided that,
the Company shall always have the power to issue shares at a premium and redeem preference shares, to
increase or to reduce its capital and to divide the shares in the capital for the time being, into several
classes and attach thereto respectively such preferential qualified or special rights, privileges or
conditions as may be permissible by law and as may be determined by or in accordance with the Articles of
Association of the Company for the time being in force and to vary, modify or abrogate any such rights,
privileges, or conditions in such manner as may be permitted by law and/or as may be provided in the
Articles of Association of the Company for the time being in force.”
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SPECIALBUSINESS:
1.
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Hotel
Mantra Palace, Panposh Road, next to Reliance Digital, Rourkela, Odisha- 769004
(1)
Registered Office : Plot No. - YY/5, Civil Township, 7&8 Area, Rourkela, Odisha, India, Pin - 769004E-mail ID : [email protected]
Phone : (Off.) 0661-2664168
SHIVA CEMENT LIMITED
RESOLVED FURTHER THAT
Board
2. To approve issue, offer and allot 1% Optionally Convertible Cumulative Redeemable Preference Shares
to JSW Cement Limited, on a preferential basis:
Special
Resolution
“RESOLVED THAT
Act
SEBI ICDR Regulations
Stock Exchanges
Board
OCCRPS
Proposed Allottee
Preferential Issue
RESOLVED FURTHER THAT
for the purpose of giving effect to this Resolution, the Board of Directors of the
Company (hereinafter referred to as the “ ”, which term shall deem to include any of its duly
constituted Committee) or any officer/executive/representative and/or any other person so authorized by
the Board, be and is hereby authorized severally, on behalf of the Company, to do all such acts, deeds and
things, to execute all such documents, instruments and writings as may be required to give effect to this
resolution, including to settle any questions, difficulties or doubts that may arise in this regard without
requiring the Board to secure any further consent or approval of the Members of the Company but not
limited to settle any questions or resolve difficulties that may arise in this regard.”
To consider and if thought fit, to pass with or without modification(s), the following resolution as a
:
pursuant to the provisions of Section 23, Section 42, Section 55, Section 62 and other
applicable provisions, if any, of the Companies Act, 2013 and other applicable provisions, if any, of the
Companies Act, 2013, read with the applicable provisions of the Companies (Prospectus and Allotment of
Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014 and other rules
made thereunder, (including any amendment(s), modification(s) or re-enactment(s) thereof), for the time
being in force (the “ ”), the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements), Regulations, 2018 (the “ ”) the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the uniform listing
agreement entered into by the Company with the stock exchanges, and in accordance with the provisions
of the memorandum of association and articles of association of the Company and subject to such other
necessary approvals, permissions, consents and sanctions and consents as may be required from any
relevant governmental authorities, approvals including from the BSE Limited and other exchanges where
the equity shares of the company are listed (collectively the “ ”) and all other statutes,
rules, regulations, guidelines, notifications, circulars and clarifications as may be applicable and subject to
such approvals, permissions, sanctions and consents as may be necessary and on such terms and
conditions (including any alterations, modifications, corrections, changes and variations, if any, that may
be stipulated while granting such approvals, permissions, sanctions and consents as the case may be) by
any other regulatory authorities which may be accepted by the board of directors of the Company
(hereinafter referred to as “ ” which term shall be deemed to include any duly constituted/to be
constituted Committee of Directors thereof to exercise its powers including powers conferred under this
resolution) and subject to any other alterations, modifications, conditions, corrections, changes and
variations that may be decided by the Board in its absolute discretion, the approval of the members of the
Company be and is hereby accorded to the Board and the Board be and is hereby authorised on behalf of
the Company to create, offer, issue and allot in one or more tranches, 1% Optionally Convertible
Cumulative Redeemable Preference Shares of face value of 100/- each (“ ”), for an amount not
exceeding 100 crore (Rupees Onehundred crore) to JSW Cement Limited, promoter of the Company (the
“ ”), on a preferential allotment basis, for consideration in cash, and on such terms and
conditions as the Board may think fit in its absolute discretion,think fit and without requiring any further
approval or consent from the members in the manner provided hereunder (“ ”);
in accordance with the provisions of Section 55 and other applicable provisions,
if any, of the Companies Act, 2013, the Companies (Share Capital and Debentures) Rules, 2014, including
any amendment(s), statutory modification(s) or re-enactment(s) thereof, the particulars in respect of the
offer are as under:
1. the OCCRPS and the Equity Shares on conversion of the OCCRPS, to be so created, offered, issued
and allotted shall be subject to the provisions of the Memorandum and Articles of Association of
the Company;
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(2)
2. the Equity Shares to be allotted on conversion of OCCRPS, shall rank pari passu in all respects with
the existing Equity Shares of the Company including dividend;
3. OCCRPS shall be non-participating in the surplus funds, surplus assets and profits of the Company
on winding up, which may remain after the entire capital has been repaid;
4. OCCRPS shall carry a preferential right vis-à-vis Equity Shares of the Company with respect to
payment of dividend and repayment of capital;
5. Holders of OCCRPS shall be paid dividend on a cumulative basis;
6. OCCRPS shall be convertible into Equity Shares at the option of the holder within a period of 18
months from the date of allotment, in one or more tranches, at a price determined on the relevant
date which shall be 30 days prior to the date on which the OCCRPS holders shall become entitled to
apply for Equity Shares(“ ”);
7. OCCRPS shall carry voting rights as per the provisions of Section 47(2) of the Companies Act, 2013,
as amended;
8. The OCCRPS and Equity Shares arising on conversion of OCCRPS shall be subject to a mandatory
lock-in for the time period prescribed under the SEBI ICDR Regulations.
9. OCCRPS shall be redeemable at par upon maturity or redeemed early at the option of the
Company after 18 months, at 12 monthly intervals from the date of allotment; however the
OCCRPS shall be redeemed by the company within 9 years from the date of allotment.
10. OCCRPS will carry a coupon rate of 1% per annum.
the Relevant Date, as stipulated in the Regulation 161 of SEBI ICDR Regulations
for determination of the Issue Price of Equity Shares arising out of the conversion of OCCRPS, shall be thirty (30)
days prior to the date on which the OCCRPS holders become entitled to apply for Equity Shares or in the case where
the Relevant Date falls on weekend/holiday, the day preceding the weekend/holiday will be reckoned to be the
RelevantDate;
the Equity Shares on conversion of the OCCRPS to be allotted, be listed on the stock
exchanges where the Equity Shares of the Company are listed and that the Board be and is hereby authorised to
make the necessary applications and to take all other steps as may be necessary for the approval of allotment of the
Equity Shares on conversion of the OCCRPS and listing of the Equity Shares on conversion of the OCCRPS and for the
admission of such Equity Shares of the Company with the depositories, i.e., NSDL & CDSL, and for the credit of such
Equity Shares to the holders dematerialised securities account.
the Board be and is hereby authorized to accept any modification(s) in the terms of issue
of OCCRPS, subject to the provisions of the Act and the SEBI ICDR Regulations, without being required to seek any
further consent or approval of the Members.
for the purpose of giving effect to this Resolution, the Board be and is hereby authorised
on behalf of the Company to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem
necessary or desirable for such purpose, including without limitation to vary, modify or alter any of the relevant
terms and conditions, including size of the Preferential Issue and consequent proportionate reduction (subject to
rounding off adjustments) of the number of OCCRPS to be allotted to JSW Cement Limited, provide any
clarifications related to issue and allotment of OCCRPS, listing of Equity Shares resulting out of the conversion of the
OCCRPS on Stock Exchanges and authorise preparation, execution and entering into contracts, arrangements,
agreements, documents (including for appointment of agencies, intermediaries and advisors for the Preferential
Issue) and to settle all questions, difficulties or doubts that may arise in regard to the offer, issue and allotment of
the OCCRPS as appropriate and utilisation of proceeds of the Preferential Issue and further to authorise all such
persons as may be necessary, in connection therewith and incidental thereto as the Board in its
Relevant Date
RESOLVED FURTHER THAT
RESOLVED FURTHER THAT
RESOLVED FURTHER THAT
RESOLVED FURTHER THAT
absolute discretion(3)
deem fit, without being required 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 thereto expressly by the authority of this
resolution and the decision of the Board shall be final and conclusive.
the monies received by the Company from the Proposed Allottee for application of the
Preference Shares pursuant to the Preferential Issue shall be kept by the Company in a separate account opened by
the Company for this purpose and shall be utilized by the Company in accordance with the provisions of the
Companies Act, 2013.
the Board be and is hereby also authorised to delegate all or any of its powers to any
committee of directors or any officer(s) or authorised signatory(ies) to give effect to this resolution including
execution of any documents on behalf of the Company and to represent the Company before any governmental or
regulatory authorities or to make any application to any authority including the Stock Exchanges and to appoint any
professional advisors, bankers, consultants, advocates and advisors to give effect to this resolution and further to
take all others steps which may be incidental, consequential, relevant or ancillary in this connection.”
Place: Rourkela For and behalf of the Board
Date: 14.12.2020
1. A member entitled to attend and vote, is entitled to appoint a proxy to attend and vote instead of
himself and the proxy need not be a member of the Company. A proxy in order to be valid must be received
at least 48 hours before the meeting.
2. Corporate members intending to send their authorised representatives to attend the meeting are
requested to send to the Company a certified copy of the Board Resolution authorising their
representative to attend and vote on their behalf at the meeting.
3. A Statement pursuant to Section 102(1) of the Companies Act, 2013 relating to the Special Business to be
transacted at the Meeting is annexed hereto.
4. In case of Joint holders attending the Meeting, only such joint holder who is higher in the order of names
will be entitled to vote.
5. Relevant documents referred to in the accompanying Notice and the statement is open for inspection by
the members at the Registered Office of the Company on all working days except Saturday's during
business hours up to the date of the meeting.
6. Members holding shares in electronic form are requested to intimate immediately any change in their
address or bank mandates to their Depository Participants with whom they are maintaining their demat
accounts. Members holding shares in physical form are requested to advise any change in their address or
bank mandates immediately to the Company or the RTA - Niche Technologies Pvt Ltd.
7. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account
Number (PAN) by every participant in securities market. Members holding shares in electronic form are,
therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining
their demat accounts. Members holding shares in physical form can submit their PAN to the company or
the RTA - Niche Technologies Pvt. Ltd.
RESOLVED FURTHER THAT
RESOLVED FURTHER THAT
Sneha Bindra
Company Secretary
A29721
:NOTES
(4)
(5)
8. As per Regulation 40 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended, securities of listed companies can be transferred only in dematerialised form with effect from
1st April 2019, except in case of request received for transmission or transposition of securities. In view of
the above, members holding shares in physical form are requested to consider converting their holdings to
dematerialised form. Having regard to the difficulties experienced by the shareholders in disposing off
their shares held in physical form and to mitigate the hardship caused to them. Members can contact the
Company or Niche Technologies Pvt. Ltd. For assistance in this regard.
9. Members who have not registered their e-mail addresses so far are requested to register their e-mail
addresses for receiving all communication including Notices, Circulars etc. from the Company
electronically.
10. The Company has implemented the “Green Initiative” as per Circular Nos.17/2011 dated April 21, 2011
and 18/2011 dated April 29, 2011 issued by the Ministry of Corporate Affairs (MCA) to enable electronic
delivery of notices/documents and annual reports to shareholders. The e-mail addresses indicated in your
respective Depository Participant (DP) accounts are being periodically downloaded from NSDL/CDSL and
will be deemed to be your registered e-mail address for serving notices/ documents including those
covered under section 136 of the Companies Act, 2013. Members may also note that the Notice of Extra-
ordinary General Meeting will also be available on the website of the Company, for
download. Members holding shares in electronic mode are therefore requested to keep their email
addresses updated with the Depository Participants. Members holding shares in physical mode are also
requested to update their email addresses by writing to the Registrar and Transfer Agent (RTA) of the
Company.
11. Pursuant to Section 101 and Section 136 of the Companies Act, 2013 read with relevant rules made
thereunder, Companies can serve Notice of Extra Ordinary General Meeting and other communications
through electronic mode to those Members who have registered their e-mail address either with the
Company or with the Depository. Members holding shares in demat form are requested to register their e-
mail address with their Depository Participant(s) only. Members of the Company who have registered their
e-mail address are entitled to receive such communication in physical form upon request. The Notice of
Extra-ordinary General Meeting and Attendance Slip are being sent in electronic mode to members whose
e-mail ID's are registered with the Company or the Depository Participant(s) unless the members have
registered their request for a hard copy of the same. Physical copy of Notice of Extra-Ordinary General
Meeting and attendance slip are being sent to those Members who have not registered their e-mail ID's
with the Company or the Depository Participant(s). Members who have received the Notice of Extra-
Ordinary General Meeting and Attendance Slip in electronic mode are requested to print the Attendance
Slip and submit a duly filled in Attendance Slip at the registration counter to attend the EGM.
I. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the
Companies (Management and Administration) Rules, 2014 as amended by the Companies
(Management and Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI (Listing
Obligations and Disclosure Requirements), Regulations 2015, the Company is pleased to provide
members facility to exercise their right to vote on resolutions proposed to be considered at the
Extra-Ordinary General Meeting (EGM) by electronic means and the business may be transacted
through e-Voting Services. The facility of casting the votes by the members using an electronic
voting system from a place other than venue of the EGM (“ ”) will be provided by
National Securities Depository Limited (NSDL).
II. The facility for voting through ballot paper shall be made available at the EGM and the members
attending the meeting who have not cast their vote by remote e-voting shall be able to exercise
their right at the meeting through ballot paper.
VOTING THROUGH ELECTRONIC MEANS
remote e-voting
www.shivacement.com
III. The members who have cast their vote by remote e-voting prior to the EGM may also attend the
EGM but shall not be entitled to cast their vote again.
IV. The remote e-voting period commences on 18 January 2021 (9:00 am) and ends on 20 January
2021 (5:00 pm). During this period members' of the Company, holding shares either in physical
form or in dematerialized form, as on the cut-off date of 14 January 2021, may cast their vote by
remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter.
Once the vote on a resolution is cast by the member, the member shall not be allowed to change it
subsequently.
V. The process and manner for remote e-voting are as under:
A In case a Member receives an email from NSDL [for members whose email IDs are
registered with the Company/Depository Participants(s)] :
i Open email and open PDF file viz; “remote e-voting.pdf” with your Client ID or Folio No. as
password. The said PDF file contains your user ID and password/PIN for remote e-voting.
Please note that the password is an initial password.
ii Launch internet browser by typing the following URL:
iii Click on Shareholder - Login
iv Put user ID and password as initial password/PIN noted in step (i) above. Click Login.
v Password change menu appears. Change the password/PIN with new password of your
choice with minimum 8 digits/characters or combination thereof. Note new password. It is
strongly recommended not to share your password with any other person and take
utmost care to keep your password confidential.
vi Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.
vii Select “EVEN” of “Shiva Cement Limited”.
(viii) Now you are ready for remote e-voting as Cast Vote page opens.
(ix) Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm”
when prompted.
x Upon confirmation, the message “Vote cast successfully” will be displayed.
xi Once you have voted on the resolution, you will not be allowed to modify your vote.
xii Institutional 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.
together with attested specimen signature of the duly authorized signatory(ies) who are
authorized to vote, to the Scrutinizer through e-mail to
with a copy marked to
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https://www.evoting.nsdl.com/
(6)
B In case a Member receives physical copy of the Notice of EGM for members whose email IDs are
not registered with the Company/Depository Participants(s) or requesting physical copy:
i Initial password is provided in the Annexure or at the bottom of the Attendance Slip for
this EGM (enclosed herewith)
ii Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above, to cast vote.
VI. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and
remote e-voting user manual for Members available at the downloads section of
or call on toll free no.: 1800-222-990.
VII If you are already registered with NSDL for remote e-voting then you can use your existing user ID and
password/PIN for casting your vote.
VIII. 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).
IX. The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the
Company as on the cut-off date of 14 January 2021.
X. Any person, who acquires shares of the Company and become member of the Company after dispatch of
the notice and holding shares as of the cut-off date i.e., 14 January 2021, may obtain the login ID and
password by sending a request at or .
However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID
and password for casting your vote. If you forgot your password, you could reset your password by using
“Forgot User Details/Password” option available on or contact NSDL at the
following toll free no.: 1800-222-990.
XI A member may participate in the EGM even after exercising his right to vote through remote e-voting but
shall not be allowed to vote again at the EGM.
XII. A person, whose name is recorded in the register of members or in the register of beneficial owners
maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-
voting as well as voting at the EGM through ballot paper.
XIII Mr. Surya Narayan Tripathy, Chartered Accountant (Membership No. 065470) and Partner M/s. Tripathy &
Co., Chartered Accountants has been appointed for as the Scrutinizer for providing facility to the members
of the Company to scrutinize the voting and remote e-voting process in a fair and transparent manner.
XIV. The Chairman shall, at the EGM, at the end of discussion on the resolutions on which voting is to be held,
allow voting with the assistance of scrutinizer, by use of “remote e-voting” or “Ballot Paper” for all those
members who are present at the EGM but have not cast their votes by availing the remote e-voting facility.
XV. The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at
the meeting and thereafter unblock the votes cast through remote e-voting in the presence ofat least two
witnesses not in the employment of the Company and shall make, not later than 48 hours of the conclusion
of the EGM, a consolidated scrutinizer's report of the total votes cast in favour or against, if any, to the
Chairman or a person authorized by him in writing, who shall countersign the same and declare the result
of the voting forthwith.
XVI. The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company
Shiva Cement Limited and on the website of NSDL immediately after the declaration of result by the
Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the
BSE Limited, Mumbai.
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[email protected] Issuer/RTA
www.evoting.nsdl.com
(7)
Members who have not registered their e-mail addresses so far are requested to register their e-mail
address for receiving all communication including Notices, Circulars, etc. from the Company
electronically.
The following statement sets out all material facts relating to Special Businesses mentioned in the
Notice of Meeting dated 14 December2020.
In respect of Item No. 1: Increase the Authorized Share Capital of the Company and consequential
amendment of the Capital Clause in the Memorandum of Association of the Company
In respect of Item No. 2: To approve issue, offer and allot 1% Optionally Convertible Cumulative
Redeemable Preference Shares to JSW Cement Limited, on a preferential basis
Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013:
th
The existing Authorized Share Capital of the Company is 46,00,00,000 (Rupees Forty Six Crores) divided into
22,87,50,000 (Twenty Two Crores Eighty Seven Lakhs Fifty Thousand) Equity Shares of Rs. 2/- (Two) each and
12,50,000 (Twelve Lakhs Fifty Thousand) Preference shares of Rs. 2/- (Two) each.
In view of the proposal to issue optionally convertible cumulative redeemable preference shares (“ ”) to
JSW Cement Limited, on a preferential basis, and other business requirements of raising funds from time to time, it
is proposed to increase the Authorized Share Capital from 46,00,00,000 to 260,00,00,000 (Rupees Two Hundred
sixty crores), comprising:
I. 60,00,00,000 (Rupees Sixty crores) equity share capital divided into 30,00,00,000 (Thirty Crores) Equity
Shares of Rs. 2/- (Two) each; and
ii. 200,00,00,000 (Rupees Two Hundred crore) preference share capital divided into 2,00,00,000 (Two
crores) Preference Shares of 100/- each;
The aforesaid increase in the Authorized Share Capital by way of replacing the class of Equity and Preference Share
Capital will also require consequential amendment to the Capital Clause of the Memorandum of Association of the
Company.
Pursuant to Section 13 and 61(1)(a) of the Act, the alteration of Memorandum of Association requires approval of
the Members of the Company by way of passing a special resolution to that effect. Accordingly, the approval of the
Members is sought to increase the Authorized Share Capital, replace the class of equity and preference share
capital as well as to consequently alter the Capital Clause of the Memorandum of Association of the Company. A
draft copy of the modified Memorandum of Association is available for inspection by the Members of the Company
at its Registered Office during the normal business hours on any working day of the Company.
The Board recommends the Special Resolution set forth at Item No. 1 of the Notice for approval of the Members.
None of the Directors and/or Key Managerial Personnel of the Company and/or their respective relatives are
concerned or interested in the Resolution mentioned in Item No. 1 of the Notice.
In accordance with Section 23, Section 42, Section 55, Section 62, Section 179 and other applicable provisions of
the Companies Act, 2013 (the “ ”) and the Companies (Prospectus and Allotment of Securities) Rules, 2014, the
Companies (Share Capital and Debentures) Rules, 2014 and other applicable rules made thereunder (including any
statutory modification(s) or re-enactment(s) thereof for the time being in force) and in accordance with the
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the “
and the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (the “ ”), as amended from time to time, approval of
shareholders of the Company by way of a special resolution is required for the issuance and allotment of
�
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OCCRPS
Act
SEBI
ICDR Regulations”)
SEBI Listing Regulations
:
(8)
1,00,00,000(One Crore) 1% Optionally Convertible Cumulative Redeemable Preference Shares (“ ”) of the
Company to JSW Cement Limited, promoter of the Company (“ ”)on a preferential allotment
basis for cash aggregating to Rs. 100,00,00,000/- (Rupees One Hundred Crore only), in the manner set forth in the
SEBI ICDR Regulations (such offering the “ ”).
The provisions of the Companies Act, 2013 require the Company to seek approval of the members for issue of
preference shares on private placement basis. The approval of the members is accordingly being sought by way of a
special resolution under Sections 42, 55 and 62(1)(c) of the Companies Act, 2013, read with the rules made
thereunder, for the issue of the OCCRPS not exceeding an amount of Rs. 100 crore and to offer and allot the OCCRPS
on a private placement basis to the Proposed Allottee on the terms and conditions set out hereunder
The Proposed Allottee is the promoter of the Company. Accordingly, the question of transfer of management /
ownership of the Company does not arise.
The Company proposes to raise an amount aggregating up to Rs. 100 crores through the Preferential Issue.
The Company desires to expand its manufacturing capacity with expansion of its cement mines, to reduce
its interest burden and to strengthen its balance sheet position by repayment of loans availed from the
Promoter and for other general corporate purposes and accordingly, the Company has been exploring
various avenues for raising funds including by way of the Preferential Issue.
It is proposed to issue and allot in aggregate 1,00,00,000(One crore) OCCRPS of a nominal value of Rs. 100/-
each aggregating to Rs. 100 crore (Rupees One Hundred Crore).
The OCCRPS shall be issued at a nominal value of Rs. 100/- (Rupees One Hundred) (“ ”). The
Equity Shares to be allotted upon conversion of OCCRPS shall be issued basis the minimum price
determined as on the Relevant Date and considered in terms of the SEBI ICDR Regulations. The “Relevant
Date” for the Preferential Issue, in terms of the provisions of Regulation 161(b) the SEBI ICDR Regulations
shall be 30 days prior to the date on which the holders of OCCRPS become entitled to apply for Equity
Shares.
(a) The OCCRPS, upon issue, will be convertible into equivalent number Equity Shares of Rs. 2/- each,
in one or more tranches, at the option of the Proposed Allottee within a period not exceeding 18
(eighteen) months from the date of allotment of OCCRPS.
(b) In the event the Proposed Allottee chooses not to convert the OCCRPS within a period of 18
(eighteen months), they will be compulsorily redeemed by the Company, together with the cumulative
dividend and applicable yield at the rate of 1% on the amount invested by the Proposed Allottee,at 12
monthly intervals from the date of allotment of OCCRPS at the option of the Company. However, the
OCCRPS shall be redeemed by the Company within 9 years from the date of allotment.
OCCRPS
Proposed Allottee
Preferential Issue
Issue Price
.
Necessary information or details as required in respect of the proposed issue of OCCRPS in terms of
applicable provisions of the Companies Act, 2013 read with related Rules thereto and SEBI ICDR
Regulations are as under:
1. The objects of the Preferential Issue:
2. Total number of OCCRPS and pricing of securities in the Preferential Issue:
3. The terms of redemption, including the tenure of redemption, redemption of shares at
premium and if the preference shares are convertible, the terms of conversion.
(9)
4. Intent of the Promoters, directors or key managerial personnel of the Company to subscribe to
the Preferential Issue; contribution being made by the Promoters or Directors either as part of
the Preferential Issue or separately in furtherance of the objects
5. The shareholding pattern of the Company before and after the proposed Preferential Issue
The pre issue shareholding pattern of the Company as on September 30, 2020 is as under:
The OCCRPS shall be issued to JSW Cement Limited, the promoter of the Company. None of the Directors or
Key Managerial Personnel of the Company intends to subscribe to any of the OCCRPS proposed to be
issued under the Preferential Issue or otherwise contribute to the Preferential Issue or separately in
furtherance of the objects specified herein above.
(10)
Sr.
No.Category
Pre-issue Shareholding Total number of
OCCRPS to be
allotted
No. of shares
held
%
holding
A. Promoters and Promoter Group
Holding
1. Indian Promoters / Promoter Group:
Individuals / HUF - -
Trust - -
Bodies Corporate 11,56,66,750 59.32 1,00,00,000
Sub Total 11,56,66,750 59.32
2. Foreign Promoters / Promoter Group:
Individuals / HUF - -
Bodies Corporate - -
Sub Total 11,56,66,750 59.32
Sub Total (A) 11,56,66,750 59.32
B1. Non – Promoters’ holding:
Institutions: - -
Mutual Funds - -
Alternate Investment Funds - -
Foreign Portfolio Investor (Corporate) - -
Financial Institutions / Banks 206341 0.11
Insurance Companies - -
Sub Total (B1) 206341 0.11
B2. Others
Individuals 70691852 36.25
Bodies Corporate 64,45,242 3.31
Non-Resident Indians 14,23,001 0.73
Clearing Member 5,65,096 0.29
Directors and relatives - -
Trust 1,718 0.00
Hindu Undivided Family - -
Foreign Portfolio Investor (Individual) - -
Others (IEPF and NBFCs) - -
Sub Total (B2) 7,91,26,909 40.58
Grand Total (A + B1 + B2) 19,50,00,000 100 1,00,00,000
Pursuant to the Preferential Issue, 1,00,00,000 OCCRPS aggregating to a value of Rs. 100 crore shall be allotted to
JSW Cement Limited, the promoter of the Company, at a nominal value of Rs. 100/- each. Accordingly, post the
Preferential Issue, the shareholding pattern shall only reflect the allotment of the OCCRPS. Since the number of
Equity Shares to be allotted upon conversion of the OCCRPS if any, shall be determined basis the 'Relevant Date' in
accordance with Regulation 167(b) of the SEBI ICDR Regulations, the post-Preferential Issue shareholding pattern
of the Company (assuming the total conversion of OCCRPS) cannot be determined at this stage.
As required under the SEBI ICDR Regulations, the OCCRPS shall be allotted by the Company within a period
of 15 days from the date of passing of the special resolution provided that where the allotment of the
OCCRPS is pending on account of receipt of any approval or permission from any regulatory or statutory
authority, the allotment shall be completed within a period of 15 days from the date of receipt of last of
such approvals or permissions.
Pursuant to the Preferential Issue, 1,00,00,000 OCCRPS aggregating to a value of Rs. 100 crore shall be allotted to
JSW Cement Limited, the promoter of the Company, at a nominal value of Rs. 100/- each. Accordingly, post the
Preferential Issue, the shareholding pattern shall only reflect the allotment of the OCCRPS. Since the number of
Equity Shares to be allotted upon conversion of the OCCRPS if any, shall be determined basis the 'Relevant Date' in
accordance with Regulation 167(b) of the SEBI ICDR Regulations, the post-Preferential Issue shareholding pattern
of the Company (assuming the total conversion of OCCRPS) cannot be determined at this stage.
As a result of the proposed Preferential Issue of OCCRPS, there will be no change in the control or
management of the Company. However, voting rights will change in tandem with the shareholding pattern.
Since the Equity Shares of the Company have been listed on recognized stock exchanges for a period of
more than 26 (twenty six) weeks prior to the Relevant Date, the Company is not required to re-compute the
Issue Price and therefore the Company is not required to submit the undertaking specified under
Regulation 163 of the ICDR Regulations.
6. The time frame within which the Preferential Issue shall be completed:
7. Identity of Proposed Allottee (including natural persons who are the ultimate beneficial owners of
securities proposed to be allotted and/or who ultimately control), the percentage (%) of Post
Preferential Issue Capital that may be held by them consequent to the Preferential Issue:
8. Change in control, if any, in the Company that would occur consequent to the preferential offer:
9. Undertaking from the Company:
(11)
Name and Address
of the proposed
Allottee
Category
Pre IssueShareholding
as on 30.09.2020
No. of EquityShares held
% of
share
holding
Maximum No.
of OCCRPS
to be allotted
Name of the natural persons,
who are the ultimate
beneficial owners
A discretionary trust namely
Sajjan Jindal Family Trust in which
Mr. Sajjan Jindal and Ms. Sangita
Jindal are the trustees and
Mr. Sajjan Jindal and his family
members are the beneficiaries.
1,00,00,00059.32%11,56,66,750Promoter
and
Promoter
Group
Name:
Address:
JSW Cement
Limited
JSW Centre,BKC, Bandra East,Mumbai-400051
10. Auditors' Certificate:
11. Valuation for consideration other than cash, if any:
12. The justification for the allotment proposed to be made for consideration other than cash together with
valuation report of the registered valuer:
13. Number of persons to whom allotment on preferential allotment basis has already been made during
the year, in terms of number of securities as well as price:
14. Relevant Date:
15. Lock-in period:
16. Listing:
17. Other Disclosures:
A copy of the certificate from the Statutory Auditors of the Company certifying that the Preferential Issue is
being made in accordance with the requirements of Chapter V of the SEBI ICDR Regulations shall be placed
before the Members of the Company at the Extraordinary General Meeting and the same shall be open for
inspection at the registered office of the Company between A.M. (IST) and P.M. (IST) on all
working days, other than Saturday, up to the date of the Extraordinary General Meeting.
The proposed allotment of OCCRPS pursuant to the Preferential Issue shall be made for consideration in
cash.
The OCCRPS shall be issued at par for cash. A report of registered valuer is not required for the proposed
preferential issue.
Nil.
The “Relevant Date” for the Preferential Issue, in terms of the provisions of Regulation 161(b) the SEBI ICDR
Regulations shall be 30 days prior to the date on which the holders of convertible securities become
entitled to apply for Equity Shares.
The OCCRPS and the Equity Shares arising out of the conversion of the OCCRPS shall be locked-in for such
period as specified under Regulations 167 and 168 of the SEBI ICDR Regulations.
The entire pre-Preferential Issue shareholding of the Proposed Allottee shall be locked-in from the relevant
date up to a period of six months from the date of the allotment of the OCCRPS as specified under
Regulation 167(6) of the SEBI ICDR Regulations.
The OCCRPS shall not be listed on any stock exchange. The Company will make an application to the Stock
Exchanges where the existing Equity Shares are listed, for listing of the Equity Shares arising out of the
conversion of the OCCRPS, as applicable, pursuant to the Preferential Issue. Such Equity Shares, once
allotted, shall rank with the then existing Equity Shares of the Company in all respects, including
dividend and voting rights of the Equity Shares issued upon conversion of the OCCRPS
a) Neither the Company nor its directors or promoters have been declared as wilful defaulter as
defined under the SEBI ICDR Regulations.
b) None of the promoters or directors of the Company have been declared as a fugitive economic
offender.
9:00 5:00
pari passu
(12)
c) Neither the Proposed Allottee nor any member of the promoter group of the Company have sold
or transferred any Equity Shares during the six months preceding the Relevant Date.
As it is proposed to issue OCCRPS on a preferential allotment basis, the approval of the members by way of
a Special Resolution is required in terms of the applicable provisions of the Companies Act, 2013 and the
SEBI ICDR Regulations.
As the item no. pertains to issue and allotment of shares to the promoter, approval of the public
shareholders (i.e., shareholders other than those forming part of promoter, promoter group and other
related parties) will be required.
The Board of Directors of the Company believes that the proposed issue is in the best interest of the
Company and its members and therefore recommends the Special Resolution for your approval.
None of the Directors and /or the Key Managerial Personnel of the Company and / or their respective
relatives is in any way concerned or interested in the aforesaid Special Resolution, save and except to the
extent of their directorship / shareholding, if any.
As per item No. 1 of the Notice, the Company proposes to issue OCCRPS by way of a private placement to
the Proposed Allottee in terms of item no. 2 of the Notice.
2
Date: 14.12.2020 For and on behalf of the Board
Place: Rourkela
Sneha Bindra
Company Secretary
A29721
(13)
SHIVA CEMENT LIMITED Registered Office: YY-5, Civil Township, 7/8 Area, Rourkela-769 004 (Odisha)
Website: www.shivacement.com Email: [email protected] : +91 661 2664168 CIN: L26942OR1985PLC001557
PROXY FORM
MGT-11
(Pursuant to Section 105(6) of the Companies Act, 2013 read with Rule 19(3) of the Companies (Management and Adminstration) Rules, 2014)
Extra-ORDINARY GENERAL MEETING (Thursday, January 21, 2021)
Name of the member(s) : _____________________________________________________________ Registered Address : ________________________________________________________________ Email id : _________________________________________________________________________ Folio No./DP ID-Client ID No.
I/We being the member(s) of _______________ shares of the above named Company, hereby appoint
1. Name : _______________________________________________ Address : _____________________________________________ Email id : _____________________________________________ Signature : __________________________ , or failing him/her
2. Name : _______________________________________________ Address : _____________________________________________ Email id : _____________________________________________ Signature : __________________________ , or failing him/her
As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Extra-Ordinary General Meeting of the Company, to be held on Thursday, January 21, 2021 at 11:30 A.M. at Hotel Mantra Palace, Panposh Road, Next to Reliance Digital, Rourkela, Odisha and any adjournment thereof in respect of such resolutions as are indicated below:
Resolution No. Description of Resolution Special
Business For Against
1 Increase the Authorized Share Capital of the Company and consequential amendment of the Capital Clause in the Memorandum of Association of the Company.
2 To approve issue, offer and allot 1% Optionally Convertible Cumulative Redeemable Preference Shares to JSW Cement Limited, on a preferential basis:
Signed this ________________ day of ___________________ 2021 Signature of Shareholder : __________________________________ Affix Revenue Stamp Signature of First Proxy holder Signature of Second Proxy holder Signature of Third Proxy holder NOTE :
1. THIS FORM OF PROXY, IN ORDER TO BE EFFECTIVE, SHOULD BE DULY COMPLETED AND DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY AT YY-5, CIVIL TOWNSHIP, ROURKELA-769004 NOT LESS THAN FORTY EIGHT (48) HOURS BEFORE THE COMMENCEMENT OF THE MEETING.
2. For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of the Extra-Ordinary General Meeting.
SHIVA CEMENT LIMITED
Registered Office : YY-5, Civil Township, 7/8 Area, Rourkela-769 004 (Odisha) Website :www.shivacement.com Email : [email protected] : +91 661 2664168
CIN : L26942OR1985PLC001557
ATTENDANCE SLIP EXTRA-ORDINARY GENERAL MEETING
Thursday, January 21, 2021
Registered Folio/ DP ID and Client ID Name and Address of the Sole/First Shareholder Joint Holder 1 Joint Holder 2 I/We hereby record my/our presence at the EXTRA-ORDINARY GENERAL MEETING of the Company at Hotel Mantra Palace, Panposh Road, Next to Reliance Digital, Rourkela, Odisha, on Thursday, the 21st January, 2021 at 11:30 A.M.
Member’s Folio/DP ID- Client ID No.
Member’s /Proxy’s Name in Block Letters
Member’s/ Proxy’s Signature
NOTES :
1. Please complete the Folio/DP ID-Client ID No. and name of the Member/Proxy, sign this Attendance Slip and hand it over, duly signed, at the entrance of the Meeting Hall.
2. Shareholder/ Proxy holder desiring to attend the meeting should bring his/her copy of the Notice for reference at the meeting.
EGM Location Map ICICI Hotel Reliance Hotel Mayfair Rourkela Railway Station Bank Mantra Digital
Bisra Chowk Panposh Road Main Road