lykis limited

101 Pages·2012·0.91 MB·English

AANNNNUUAALL
RREEPPOORRTT
2014 - 2015
LYKIS LIMITED
CIN L74999WB1984PLC038064
14, N. S. Road, 3rd Floor, Room No. 314B, Kolkata - 700 001
Telefax : 033 2262 5265, E-mail : [email protected], Website : www.lykisgroup.com
NOTICE is hereby given that the 31st ANNUAL GENERAL MEETING OF THE MEMBERS OF
LYKIS LIMITED will be held at VISHAL BHAWAN, 125/1, Sagar Manna Road, Parnasree,
Behala, Kolkata- 700 060 on Wednesday, 30th September, 2015 at 10.00 A.M to transact the
following business:
ORDINARY BUSINESS:
1. To receive, consider and adopt the Financial Statements of the Company for the year ended 31st
March, 2015 including audited Balance Sheet as on 31st March, 2015 and the Statement of Profit
and Loss for the year ended on that date and the reports of the Board of Directors and Auditors
thereon.
2. To appoint a Director in place of Mr. Vijay Kishanlal Kedia (DIN: 00230480), who retires by
rotation and being eligible, offers himself for re-appointment.
3. To ratify the continuation of the Statutory Auditors. The Statutory Auditors M/s. Sanjay P. Agarwal
& Associates, Chartered Accountants are eligible for continuing appointment.
“RESOLVED THAT pursuant to the provisions of Sections 139 and 142 of the Companies
Act, 2013 read together with the relevant rules, circulars, notifications and orders of the Ministry
of Corporate affairs and read with the applicable definitions and provisions in the Secretarial
Standards 2 of the Institute of Company Secretaries of India and pursuant to the
recommendations of the Audit Committee and pursuant to the resolution passed by the members
at the 30th Annual General Meeting of the Company held on 30th September 2014, the
appointment of M/s. Sanjay P Agarwal & Associates, Chartered Accountants (Firm Registration
No. 325683E), who have confirmed their eligibility in terms of the provisions of Section 141 of the
Companies Act, 2013 and Rule 4 of Companies (Audit and Auditors) Rules, 2014, as Statutory
Auditors to hold office up to the conclusion of the 32nd Annual General Meeting of the Company
at the remuneration as decided by the Board of Directors of the Company, be and is hereby
ratified”
SPECIAL BUSINESS :
4. Appointment of Ms. Jyoti Budhia as an Independent Director of the Company.
To consider and if thought fit to pass with or without modification(s) the following resolution as an
Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 149 and 152 read with Schedule IV
and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment
and Qualification of Directors) Rules,2014 (including any statutory modification(s) or re-
enactment thereof for the time being in force) and Clause 49 of the Listing Agreement as
applicable, Ms. Jyoti Budhia (DIN:00332044), appointed by the Board of Directors of the
company as an Additional Director in the category of Independent director with effect from 31st
Contd....
LYKIS LIMITED
March, 2015 and who holds office up to the date of this Annual General Meeting, in terms of
Section 161 (1) of the Act and in respect of whom the Company has received a notice in writing
form a member under Section 160 of the Act proposing her candidature for the office of
Director, be and is hereby appointed as a Director of the Company in the category of an
Independent Director to hold office for an aggregate term of 5 (five) consecutive years ending
on 30/03/2020 and that the said Ms. Jyoti Budhia shall not be liable to retire by rotation.”
“RESOLVED FURTHER THAT Mr. Prince Tulsian, Managing Director and Mr. Shailesh K.
Bhaskar, Company Secretary, of the Company be and are hereby severally authorized to do all
such acts, deeds and things as may be necessary, expedient, desirable for the purpose of
giving effect to this resolution.”
5. Appointment of Mr. Rajendra Manilal Shah as an Independent Director of the Company.
To consider and if thought fit to pass with or without modification(s) the following resolution as
an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 149 and 152 read with Schedule
IV and other applicable provisions of the Companies Act, 2013 and the Companies
(Appointment and Qualification of Directors) Rules,2014 (including any statutory
modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing
Agreement as applicable, Mr. Rajendra Manilal Shah (DIN: 07259569), appointed by the
Board of Directors of the company as an Additional Director in the category of Independent
director with effect from 14th July, 2015 and who holds office up to the date of this Annual
General Meeting, in terms of Section 161 (1) of the Act and in respect of whom the Company
has received a notice in writing form a member under Section 160 of the Act proposing his
candidature for the office of Director, be and is hereby appointed as a Director of the Company
in the category of an Independent Director to hold office for an aggregate term of 5 (five)
consecutive years ending on 13/07/2020 and that the said Mr. Rajendra Manilal Shah shall not
be liable to retire by rotation.”
“RESOLVED FURTHER THAT Mr. Prince Tulsian, Managing Director and Mr. Shailesh K
Bhaskar, Company Secretary, of the Company be and are hereby severally authorized to do all
such acts, deeds and things as may be necessary, expedient, desirable for the purpose of
giving effect to this resolution.”
6. Issue of 9,68,000 Equity Warrants, convertible into Equity Shares, on preferential basis
to Chief Executive Officer (CEO) .
To consider and if thought fit to pass with or without modification(s) the following resolution as a
Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section 62 and all other applicable
provisions, if any, of the Companies Act, 2013 and rules made there under (including any
statutory modifications or re-enactment thereof, for the time being in force), the Memorandum
and Articles of Association of the Company, Listing Agreements entered into by the Company
Contd....
LYKIS LIMITED
with the Stock Exchanges where the equity shares of the Company are listed, the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as
amended (“SEBI (ICDR) Regulations”), the Securities and Exchange Board of India
(Substantial Acquisitions of Shares and Takeovers) Regulations, 2011, as amended (the
“Takeover Regulations”), and any other guidelines and clarifications issued by any other
competent authority, whether in India or abroad, from time to time, to the extent applicable and
subject to the permissions, consents, sanctions and approval by any authority, as may be
necessary, and subject to such conditions and modifications as might be prescribed while
granting such approvals, consents, permissions and sanctions, 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 Committee(s) constituted/to be constituted by the Board to exercise
its powers including the powers conferred by 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 consent of the Company be and is hereby accorded
to the Board to create, issue, offer, and allot, from time to time in one or more tranches, 9,68,000
(Nine Lakh Sixty Eight Thousand) warrants (“Equity Warrants”) on a preferential allotment basis
to Mr. Pawan Kumar Gupta, the Chief Executive Officer (CEO) of the Company (the “Warrant
holder”), each convertible into one equity share of face value of Rs. 10/- each (the “Equity
Shares”) at a price (including the Equity warrant subscription price and the warrant exercise
price) of Rs.40/- each (Rupees Forty only) each aggregating to Rs.3,87,20,000/-(Rupees Three
Crore Eighty Seven Lakhs Twenty Thousand only), or at such price determined in accordance
with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, whichever is
higher and on such terms and conditions as may be determined by the Board in accordance with
the provisions of Chapter VII of the ICDR Regulations or other applicable laws;
RESOLVED FURTHER THAT the “Relevant Date” under SEBI (ICDR) Regulations for
preferential Issue in relation to Equity Warrants for the purpose of determining the issue price
shall be 31st August, 2015, i.e. 30 days prior to the date of passing this Resolution
RESOLVED FURTHER THAT the issue of Equity Warrants as stated aforesaid shall be
subject to the following terms and conditions:
1. The Warrants shall be convertible (at the option of the warrant holders) at any time within a
period of 18 months from the date of allotment of Warrants.
2. Each Equity warrant shall be convertible into one equity share of nominal value of Rs. 10/- each
at a price of Rs. 40/- per share.
3. An Equity Warrant subscription price equivalent to 25% of the issue price of the Equity Shares
will be payable at the time of subscription to the Equity Warrants, as prescribed by Regulation 77
of the ICDR Regulations, which will be kept by the Company to be adjusted and appropriated
against the issue price of the Equity Shares. An Equity Warrant exercise price equivalent to the
75% of the issue price of the Equity Shares shall be payable by the Equity Warrant holder(s) at
the time of exercising the Equity Warrant.
4. The conversion of Equity Warrants into equity shares shall be made in one or more tranches
Contd....
LYKIS LIMITED
within a period of 18 months from the date of allotment of Equity Warrants.
5. The amount referred in terms & conditions no. (3) above shall be forfeited, if the option to
acquire shares is not exercised within a period of 18 months from the date of allotment of
Equity Warrants.
6. In the event of the Company making a bonus issue by way of capitalization of its reserves, or a
rights offer by way of issue of new Equity Shares, prior to allotment of Equity Shares resulting
from the exercise of the Equity Warrants, the issue price of the Equity Shares to be allotted
against such Equity Warrants shall be subject to appropriate adjustment, subject to the SEBI
(ICDR) Regulations and other applicable law.
7. The Equity Shares allotted pursuant to exercise of such Equity warrants shall be subject to a
lock-in for a period of one year from the date of conversion of warrants into Equity Shares.
8. The issue of the Equity Warrants as well as Equity Shares arising from the exercise of the
Equity Warrants shall be governed by the regulations and guidelines issued by SEBI or any
other statutory authority as the case may be or any modifications thereof.
9. The Equity Shares to be issued and allotted by the Company on exercise of the Equity
Warrants in the manner aforesaid shall be in dematerialized form and subject to the
Memorandum of Association and Articles of Association of the Company and shall rank pari
passu in all respects including dividend, with the existing Equity Shares of the Company.
“RESOLVED FURTHER THAT the offer, issue and allotment of the aforesaid Equity Warrants
shall be made within 15 days from the date of passing of this special resolution subject to the
applicable statutory regulatory provisions and the SEBI (ICDR) Regulations and other
applicable law;”
“RESOLVED FURTHER THAT the Board be and is hereby authorised to issue and allot
such number of Equity Shares of the Company as may be required to be issued and allotted
upon exercise of the option in the Equity Warrants held by the holder(s) of the Equity Warrants;”
“RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the
Board be and is hereby authorised to do all such acts, deeds, matters and things as it may in its
absolute discretion deem necessary, desirable and expedient for such purpose, including
without limitation, issuing clarifications, resolving all questions of doubt, effecting any
modifications or changes to the foregoing (including modification to the terms of the issue),
entering into contracts, arrangements, agreements, documents (including for appointment of
agencies, intermediaries and advisors for the Issue) and to authorize all such persons as may
be necessary, in connection therewith and incidental thereto as the Board in its absolute
discretion shall deem fit without being required to seek any fresh approval of the shareholders
of the Company and to settle all questions, difficulties or doubts that may arise in regard to the
offer, issue and allotment of the Equity Warrants and Equity Shares and utilization of proceeds
of the Equity Shares, take all other steps which may be incidental, consequential, relevant or
ancillary in this connection and to effect any modification to the foregoing and the decision of
Contd....
LYKIS LIMITED
the Board shall be final and conclusive;”
“RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or
any of the powers conferred by this resolution on it, to any Committee of Directors or the
Chairman or any other Director(s) or officer(s) of the Company to give effect to the aforesaid
resolution;
“RESOLVED FURTHER THAT the Board be and is hereby authorized to finalize all
matters incidental thereto as it may in its absolute discretion think fit, in accordance with all
applicable laws, rules and regulations for the time being in force issue and allot the Equity
shares and apply for listing of such securities on the Stock Exchanges where the Equity shares
of the Company are already listed as and when the Equity shares are issued and allotted
through conversion of Equity Warrants
NOTES:
I. A member entitled to attend and vote at the aforesaid Annual General Meeting (AGM) shall be
entitled to appoint another person as proxy to attend and vote at the meeting on his behalf. A
proxy shall not have the right to speak at the aforesaid meeting and shall not be entitled to vote
except on a poll. A proxy need not be a member of the Company. Proxies, in order to be
effective, must be received by the Company, not later than 48 hours before the
commencement of the aforesaid meeting. Proxies submitted on behalf of limited companies,
societies, etc. must be supported by appropriate resolutions / authority, as applicable. A person
can act as proxy on behalf of not exceeding fifty (50) members and holding in the aggregate,
not more than ten percent of the total share capital of the company carrying voting rights. A
member holding more than ten percent, of the total share capital of the Company carrying
voting rights may appoint a single person as proxy and such person shall not be entitled to act
as proxy for any other person or member.
II. The Register of Members and Share Transfer Books will remain closed from 23/09/2015 to
30/09/2015 (both days inclusive).
III. The statement to be annexed to the notice pursuant to Section 102 of the Companies Act,
2013, in respect of the Special businesses to be transacted at the Annual General Meeting as
set out in the Notice is annexed hereto.
IV. Members are requested to bring with them the attendance slip duly signed as per the
specimen signature recorded with the company for admission to the meeting hall.
V. Any query relating to accounts must be sent to the Company's registered office, at least 7days
before the date of the meeting.
VI. Details in term of Clause 49 of Listing Agreement in respect of the Directors is attached hereto.
VII. In compliance with the provisions of section 108 of the Companies Act, 2013, read with the
provisions of the Companies (Management & Administration) Amendment Rules, 2015 and
Contd....
LYKIS LIMITED
Clause 35B of the Stock Exchanges Standard Listing Agreement, the Company is providing
the members with the facility to cast their vote electronically, through remote e - voting on all
resolutions set forth in this Notice. Instructions for the remote e - voting is attached hereto. The
company shall also provide the facility to cast votes through ballots at the venue of the AGM for
those members who have not cast their vote through the aforesaid “Remote E - voting”.
VIII. Members are requested to notify any change in their address, immediately, to M/s. R & D
Infotech Pvt. Ltd, 7A, Beltala Road, 1st Floor Kolkata - 700 026, the Registrars & Share
Transfer Agents of the Company for shares held in physical form. For those shareholders who
hold their shares in dematerialized form, may lodge their requests for change of address, if
any, with their respective Depository Participants.
IX. Members are requested to bring their Client ID and DP ID or Folio Numbers, as may be
applicable for easy identification at the Meeting.
X. The Securities and Exchange Board of India (SEBI) has mandated the submission of
Permanent Account Number (PAN) by every participant for participating in the securities
market. Members are requested to submit their details of PAN to their respective Depository
Participant (DP), with whom they are maintaining their demat accounts or to the Registrar &
Share Transfer Agent of the Company, in case Members holdings shares in physical form,
mentioning your correct folio number.
XI. The Ministry of Corporate Affairs, Government of India has introduced a 'Green initiative in
Corporate Governance' by allowing paperless compliances by the companies for service of
documents to their members through electronic mode, which will be in compliance with
Section 20 of the Companies Act, 2013 and Rules framed thereunder.
XII. In case you have not registered your correct e-mail ID, please communicate the same to our
Registrars and Share Transfer Agent - M/s. R & D Infotech Pvt. Ltd. at 7A, Beltala Road, 1st
Floor, Kolkata - 700026 (e-mail ID: [email protected] or [email protected]) in
respect of the shares held by you in physical mode or communicate to your Depository
Participant(s) concerned in respect of shares held by you in demat / electronic mode. Although
you are entitled to receive physical copy of the Notices, Postal Ballots, Annual Reports, etc.
from the Company, we sincerely seek your support to enable us to forward these documents to
you only by e-mail, which will help us participate in the Green Initiatives of the MCA and protect
our environment.
XIII. Members may note that the Notice of the 31st AGM and the Annual Report for 2014-2015 will
be available on the Company's website www.lykisgroup.com.
XIV. Corporate members are requested to send to the Company/Registrars and Share Transfer
Agent, a duly certified copy of the Board Resolution/Power of Attorney authorizing their
representative to attend and vote at the Annual general meeting.
XV. Relevant documents referred to in the proposed resolutions are available for inspection at the
Registered Office of the company during business hours on all days except Saturdays,
Sundays and public holidays upto the date of the Annual General Meeting.
Contd....
LYKIS LIMITED
XVI. The Register of Directors and Key Managerial Personnel and their shareholding will be
available for inspection by the members at the AGM.
XVII. Members interested in nomination in respect of shares held by them may write to M/s. R & D
Infotech Pvt. Ltd, 7A, Beltala Road, 1st Floor Kolkata - 700 026 for the prescribed form.
Alternatively, the said form can be downloaded from the Company's website
www.lykisgroup.com..
XVIII. For shares held in physical form, you may initiate action to get your shares dematerialized
since trading of shares is done compulsorily in the dematerialized mode. Dematerialization
not only provides easy liquidity, but also safeguards from any possible physical loss.
XIX. Brief resume of Directors proposed to be appointed/reappointed as required under Clause
49 of the Listing Agreement with the Stock Exchange are mentioned in “Annexure”.
MEMBERS ARE REQUESTED TO BRING THEIR COPIES OF THE ANNUAL REPORT AND
ADMISSION SLIP TO THE MEETING
For and on behalf of the Board
Place: Kolkata PRINCE TULSIAN
Dated: 12th August, 2015 Managing Director
(DIN-02691348)
LYKIS LIMITED
STATEMENT TO BE ANNEXED TO NOTICE IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO
SECTION 102 OF THE COMPANIES ACT, 2013.
Item No.4
In terms of The Companies Act, 2013 (“the Act”), a Director can be appointed (a) by the members at any
general meeting under Section 160(1) of the Act when a company receives a notice from a member signifying
his intention to propose the candidature of Director, (b) by the members at an Annual General Meeting under
Section 152(6)(e) by filling up the vacancy by appointing a director retiring by rotation or some other person
thereto, (c) by the Board, as an Additional Director under Section 161 (1) and (d) by the Board, in a casual
vacancy in the office of a Director under Section 161(4).
In terms of Section 149 read with the relevant Schedule and, particularly, Clause 49 of the listing agreement with
stock exchanges, at least one-half of the Directors of the Company should be independent. Further, in terms of
Section 149 of the Act, a company was to comply with the provisions of Sub-section (4) of the said Section within
one year from 1st April, 2014.
Accordingly, Ms. Jyoti Budhia (DIN: 00332044) was appointed as Additional Director with effect from March
31, 2015, Ms. Jyoti Budhia has filed declaration of independence and she is deemed to be independent within
the meaning of Section 149 of the Act. In terms of Section 161(1) of the Companies Act, 2013, Ms. Jyoti Budhia
holds office as Additional Directors up to the conclusion of the forthcoming Annual General Meeting.
A notice has been received from a member as required under Section 160 of the Act, signifying his intention to
propose the candidature of Ms. Jyoti Budhia for the office of Director.
As per Section 150 of the Act, appointment of Directors as Independent Directors requires approval of the
members at a general meeting. In order to ensure compliance with the provisions of Sections 149 and 152 read
with Schedule IV and all other applicable provisions of the Companies Act , 2013 and the
Companies(Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or
re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement as applicable, it is
proposed that approval of the shareholders be accorded for the appointment of Ms.Jyoti Budhia
(DIN:00332044) as 'Independent Director' for a period of five consecutive years from the date of her
appointment i.e. from 31/03/2015 to 30/03/2020. In pursuance of section 149(13) of the Act, Ms. Jyoti Budhia
will not be liable for retirement by rotation.
Board considers it desirable that the Company should avail itself of the services of Ms. Jyoti Budhia as Director
and accordingly commends the Resolution at Item No. 4 for approval by the Members.
Except for Ms. Jyoti Budhia, no other Directors or Key Management Personnel or their respective relatives are
concerned or interested in the Resolution No. 4 of the Notice.
The Directors recommend the aforesaid resolution for the approval by the members as an Ordinary Resolution.
Item No.5
In terms of The Companies Act, 2013 (“the Act”), a Director can be appointed (a) by the members at any
general meeting under Section 160(1) of the Act when a company receives a notice from a member signifying
his intention to propose the candidature of Director, (b) by the members at an Annual General Meeting under
Section 152(6)(e) by filling up the vacancy by appointing a director retiring by rotation or some other person
thereto, (c) by the Board, as an Additional Director under Section 161 (1) and (d) by the Board, in a casual
vacancy in the office of a Director under Section 161(4).
In terms of Section 149 read with the relevant Schedule and, particularly, Clause 49 of the listing agreement with
stock exchanges, at least one-half of the Directors of the Company should be independent. Further, in terms of
Section 149 of the Act, a company was to comply with the provisions of Sub-section (4) of the said Section within
one year from 1st April, 2014.
Contd....
LYKIS LIMITED
Accordingly, Mr. Rajendra Manilal Shah (DIN: 07259569 )was appointed as Additional Director on 14th July,
2015, Mr. Rajendra Manilal Shah has filed declaration of independence and he is deemed to be independent
within the meaning of Section 149 of the Act. In terms of Section 161(1) of the Companies Act, 2013, Mr.
Rajendra Manilal Shah holds office as Additional Directors up to the conclusion of the forthcoming Annual
General Meeting.
A notice has been received from a member as required under Section 160 of the Act, signifying his intention to
propose the candidature of Mr. Rajendra Manilal Shah for the office of Director.
As per Section 150 of the Act, appointment of Directors as Independent Directors requires approval of the
members at a general meeting. In order to ensure compliance with the provisions of Sections 149 and 152 read
with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the
Companies(Appointment and Qualification of Directors) Rules, 2014(including any statutory modification(s) or
re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement as applicable, it is
proposed that approval of the shareholders be accorded for the appointment of Mr. Rajendra Manilal Shah as
'Independent Director' for a period of five consecutive years from the date of his appointment i.e. from
14/07/2015 to 13/07/2020. In pursuant to section 149(13) of the Act, Mr. Rajendra Manilal Shah will not be
liable for retirement by rotation.
Board considers it desirable that the Company should avail itself of the services of Mr. Rajendra Manilal Shah
as Director and accordingly commends the Resolution at Item No. 5 for approval by the Members.
Except for Mr. Rajendra Manilal Shah, no other Directors or Key Management Personnel or their respective
relatives are concerned or interested in the Resolution No. 5 of the Notice.
The Directors recommend the aforesaid resolution for the approval by the members as an Ordinary Resolution.
Item No. 6
As per Section 62 and all other applicable provisions, if any, of the Companies Act, 2013 and Chapter VII of
SEBI (Issue of capital and Disclosure requirements) Regulations, 2009 (“SEBI (ICDR) Regulations”), approval
of Shareholders in Annual General Meeting by way of Special Resolution is required for allotment of 9,68,000
Equity Warrants convertible into equal number of Equity Shares on preferential basis.
Material facts relating to issue of Convertible Warrants to Equity Shares on Preferential Basis to Non-
promoter: The Company's total trading during the twelve months preceding the relevant date is less than 10%
of the shares of total paid up capital of the Company. Since, your Company's shares are coming under
infrequently traded shares category, the price at which the Equity warrants to be issued will be Rs 40/- (including
Premium of Rs.30/-) or such price determined in accordance with SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2009, whichever is higher. The price at which the convertible equity warrants to be
issued will be determined by taking into account valuation parameters including book value, comparable trading
multiples, and such other parameters as are customary for valuation of shares.
The relevant disclosures as required in terms of the SEBI (ICDR) Regulations are as under:
1. Objects of the Issue:
The object of the issue is to augment the resources of the Company, primarily for retaining the CEO of the
Company for expansion and for future growth of the business.
2. Proposal of Promoters/ Directors / Other Key Management Personnel to subscribe the offer.
The present preferential allotment is being made to Key Management Personnel. The proposed allottee has
shown his interest to acquire shares on preferential basis as per prevailing statutory norms.
Contd....