LUDHIANA COMMODITIES TRADING SERVICES LIMITED
Regd. Office :- SCO 50,Sector 34-A, Chandigarh-160022
NOTICE
NOTICE IS HEREBY GIVEN THAT AN EXTRA ORDINARY GENERAL MEETING OF THE
MEMBERS OF THE COMPANY WILL BE HELD ON WEDNESDAY, THE 14th DAY OF
SEPTEMBER, 2016 AT 4.00 PM AT AT THE CORPORATE OFFICE OF THE COMPANY AT
LSE BUILDING, FEROZE GANDHI MARKET, LUDHIANA. - 141001, TO TRANSACT THE
FOLLOWING BUSINESS(ES):
AS SPECIAL BUSINESS:
1. INCREASE IN AUTHORISED
SHARE CAPITAL
To consider and if thought fit to pass with or without modification(s),
resolution as an Ordinary Resolution:
if any, the following
"RESOLVED THAT pursuant to provisions of Section 13, 61 & 64 and other applicable
provisions, if any, of the Companies Act, 2013 and Rules made there under, the consent of the
members be and is hereby accorded to increase the Authorized Share Capital of the Company
from existing Rs. 2,00,00,000/- (Rs. Two Crores Only) divided into 20,00,000 (Twenty Lacs)
Equity Shares of Rs. 10/- (Rs. Ten) each to Rs. 2,50,00,000 (Rs. Two Crores & Fifty Lacs Only)
divided into 25,00,000 (Twenty Five Lacs) Equity Shares of Rs. 10/- (Rs. Ten) each by creation
of additional 5,00,000 (Five Lacs) Equity Shares of Rs. 10/- (Rs. Ten) each ranking pari-pasu
with the existing equity share capital of the Company and that the existing clause V of the
Memorandum of Association of the Company be substituted with the following clause:
V. The Authorized Share Capital of the Company is Rs. 2,50,00,000 (Rs. Two Crores & Fifty
Lacs only) divided into 25,00,000 (Twenty Five Lacs) Equity Shares of Rs. 10/- (Rs. Ten)
each.
"RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized and
empowered to do or cause to be done all such acts, things or deeds as may be required or
incidental thereto to give effect to this resolution."
2. ISSUE OF BONUS SHARES
To consider and if thought fit to pass with or without modification(s), if any, the following
resolution as an Ordinary Resolution:
"RESOLVED THAT, in accordance with Section 63 and other applicable provisions of the
Companies Act, 2013, read with Rule 14 of the Companies (Share Capital & Debentures) Rules,
2014 (including any statutory modification(s) or re-enactment thereof for the time being in
force), the relevant provisions of the Memorandum and Articles of Association of the Company
and the recommendation of the Board of Directors (hereinafter referred to as 'The Board', which
expression shall be deemed to include a committee of directors duly authorized in this behalf) of
the Company and subject to such permissions, sanctions and approvals as may be required in
this regard, consent of the Members be and is hereby accorded to the Board for capitalization of
a sum ofRs. 39,34,7501- (Thirty Nine Lacs Thirty Four Thousand & Seven Hundred Fifty Only)
standing to the credit of securities premium of the Company , for the purpose of issuance of
bonus shares of Rs. 10/- (Rupees Ten Only) each, credited as fully paid-up shares to the holders
of the existing equity shares of the Company, whose names appear in the Register of Members
maintained by the Company, on 14th day of September, 2016 (Record Date), in the proportion
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of 22.80 (Twenty Two & point eighty) equity shares for every 100 (One Hundred) existing
equity share held by the Members.
RESOLVED FURTHER THAT, Fraction ,if any, will be ignored and the Bonus Shares so
allotted shall rank pari-passu in all respects with the fully paid-up equity shares of the Company
as existing on the aforesaid 'record date' (i.e 14th September,20 16) and shall always be subject to
the terms and conditions contained in the Memorandum and Articles of Association of the
Company.
RESOLVED FURTHER THAT, the Board be and is hereby authorized to take all other steps
as may be necessary to give effect to the aforesaid resolution and determine all other terms and
conditions of the issue of bonus shares as the Board may in its absolute discretion deem fit."
By Order of the Board,
For LUDHIANA COMMODITIES TRADING SERVICES LIMITED
~
Date: 20/08/2016
Place: Ludhiana
(DHEERAJ GHAI)
DIRECTOR
DIN :02832228
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Notes:
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THIS ANNUAL GENERAL
MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXY(IES) TO
ATTEND AND VOTE INSTEAD OF HIMSELFIHERSELF AND SUCH PROXY
NEED NOT BE A MEMBER OF THE COMPANY. A BLANK PROXY FORM IS
ENCLOSED.
PROXIES
IN
ORDER
TO
BE
MADE
EFFECTIVE,
MUST BE DEPOSITED WITH THE COMPANY DULY EXECUTED NOT LESS THAN
48 HOURS BEFORE THE COMMENCEMENT OF EXTRA ORDINARY GENERAL
MEETING AT THE REGISTERED OFFICE OF THE COMPANY.
2. Statement of material facts pursuant to Section 102(1) of the Companies Act, 2013 in respect
ofItems No.1 & 2 of Special Business is annexed hereto and forms part of this notice.
3. The notice of Extraordinary General Meeting is being sent by Electronic mode only to the
members whose email addresses are registered with the Company for communication purpose
unless any member has requested for a hard copy of the same. For members who have not
registered their Email addresses physical copies of the notice of Extraordinary General
Meeting are being sent by the permitted mode.
Page 3 of 4
STATEMENT
OF
MATERIAL
FACTS
UIS 102 OF THE
COMPANIES
ACT, 2013
FORMING PART OF THIS NOTICE
FOR ITEM NO.1
The present Authorized Share Capital is Rs. 2,00,00,0001- (Rs. Two Crores Only) consisting
20,00,000 (Twenty Lacs) Equity Shares of Rs. 10/- (Rs. Ten) which is insufficient for immediate
requirements. Therefore, it is proposed to increase the existing Authorized Share Capital to Rs.
2,50,00,000 (Rs. Two Crores & Fifty Lacs only) divided into 25,00,000 (Twenty Five Lacs) Equity
Shares of Rs. 101- (Rs. Ten) each by addition of Rs. 50,00,000 (Rs. Fifty Lacs) divided into 5,00,000
(Five Lacs) equity shares ofRs. 101- (Rs. Ten) each.
Consequent to the increase of Authorised Share Capital, the Authorised Share Capital Clause
contained in Clause V of the Memorandum of Association of the Company needs to be aletered as
indicated in above said Resolution contained in the Notice convening the Extra Ordinary General
Meeting (EOGM). Your Directors recommend the above said resolution for the approval of the
shareholders of the Company as an Ordinary Resolution.
MEMORANDUM OF INTEREST
None of the Directors, Key Managerial Personnel and Relatives of the Directorsl Key Managerial
Personnel of the Company are interested in the proposed resolution.
FOR ITEM NO.2
Keeping in view the Reserves & Surplus position of the Company, the Board of Directors of the
Company at their meeting held on Saturday the 20th Day of September, 2016, considered it desirable
to recommend issue of Bonus shares in the ratio of 0.2280:1 subject to approval of the shareholders
and such other authorities as may be necessary with a view to reward its shareholders.
The issue of Bonus shares by capitalization of reserves is authorized by the Articles of Association
of the Company and is also in conformity with the Companies Act, 2013.
The Board recommends passing of the resolution set out at Item No.2 in the notice as an Ordinary
Resolution.
MEMORANDUM OF INTEREST
None of the Directors, Key Managerial Personnel and Relatives of the Directorsl Key Managerial
Personnel of the Company are interested in the proposed resolution except to the extent of their
shareholding on which they will be entitled to get bonus shares.
By Order of the Board,
For LUDHIANA COMMODITIES TRADING SERVICES LIMITED
~d/~
Date: 20/08/2016
Place: Ludhiana
(DHEERAJ GHAI)
DIRECTOR
DIN :02832228
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