MATHRUKA PRACHARANALAYAM LIMITED

XLVIII/51, PERANDUR ROAD, ELAMAKKARA,

KOCHI, KERALA- 682026, INDIA

CIN: U22121KL1972PLC002392               EMAIL: accounts@janmabhumidaily.com

NOTICE OF EXTRA-ORDINARY GENERAL MEETING

Notice is hereby given that an Extra-ordinary General Meeting of the Shareholders of the Company will be held on Wednesday, the 23rd March, 2022 at 11.00 A.M at the Registered Office of the Company at XLVIII/51, Perandur Road, Elamakkara, Kochi, Ernakulam, Kerala- 682026, India to consider the following businesses:

Special Business:

1. To consider and, if thought fit, to pass, with or without modifications, the following resolution as a Special Resolution.

“RESOLVED THAT in accordance with the provisions of Section 42 and all other applicable provisions, if any, of the Companies Act, 2013, and the Rules made under the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended from time to time as also the provisions of any other applicable law or laws, and in accordance with the provisions of the Articles of Association of the Company and further subject to such approvals, permissions and sanctions, as may be necessary from all concerned authorities, consent of the Company be and is hereby accorded to the Board to offer, issue and allot Rs. 5,00,00,000/- (Rupees Five Crores Only) divided into 50,00,000 (Fifty Lakhs Only) equity Shares of face value of Rs.10/- each (Rupees Ten Only) as the Board at its sole discretion may at any time or times hereafter decide, and on such terms and conditions, as may be deemed appropriate by the Board.”

“RESOLVED FURTHER THAT the aforementioned issue of Equity Shares shall be subject to the following terms and conditions: 

1. The Subscription Shares shall rank paripassu inter se and with the existing equity shares of the Company. 

2. The Board be and is hereby authorized to, as it may deem expedient and without being required to seek any further consent or approval of the members, decide and approve other terms and conditions of the issue of the Subscription Shares, subject however to compliance with the provisions of all applicable Laws, Guidelines, Notification, Rules and Regulations. 

3. The Board be and is hereby authorized to accept any amendments, modifications, variations and alterations as may be stipulated by any regulatory authority in that behalf. 

4. The objective of the issue is to raise funds to strengthen the long term capital base of the Company.”

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 relating to the above items 1 is annexed herewith.

NOTES:

 1.      The explanatory statement pursuant to Section 102(1) pertaining to Item No. 1 is attached herewith.

2.       A member entitled to attend and vote at the meeting is entitled to appoint proxy/proxies to attend and vote on a poll instead of him/her and such proxy/proxies need not be a member of the Company. A person can act as proxy on behalf of Members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company. In case a proxy is proposed to be appointed by a Member holding more than ten percent of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder. A proxy form is sent herewith. 

3.       The enclosed proxy form should be deposited at the Registered Office of the Company not less than 48 hours before the commencement of the meeting.

4.       Proxy-holders are requested to carry an Identity Proof at the time of attending the meeting.

5.       Members /proxies should bring the attendance slips duly filled in for attending the meeting.

6.       Members are requested to intimate immediately change of address, if any, to the Company.

7.       The duly filled in Attendance Slip must be surrendered at the counter before attending the Meeting.

8.Voting through Electronic means: 

In accordance with the provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Amendment Rules, 2016 and Rule 21 of the Companies (Management and Administration) Rules, 2014 the Company shall provide members facility to exercise their right to vote at the Extra-Ordinary General Meeting (EGM) by electronic means and the business may be transacted through remote e-voting services provided by M/s. Link Intime India Private Limited (LIIPL).

Remote e-Voting Instructions for shareholders:

As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.

Login method for Individual shareholders holding securities in demat mode is given below:
 

1. Individual Shareholders holding securities in demat mode with NSDL
2. Existing IDeAS user can visit the e-Services website of NSDL viz... https://eservices.nsdl.comeither on a personal computer or on a mobile. On the e-Services home page click on the "Beneficial Owner" icon under "Login"" which is available under 'IDeAS' section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name i.e.LINKINTIME and you will be re-directed to “InstaVote” website for casting your vote during the remote e-Voting period.
3. If you are not  registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com Select "Register Online for IDeAS Portal" or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
4. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a personal computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e.your sixteen-digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name i.e.LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.

1. Individual Shareholders holding securities in demat mode with CDSL
2. Existing users who have opted for Easi / Easiest, can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi.
3. After successful login of Easi/Easiest the user will be able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e.LINKINTIME. Click on LINKINTIMEand you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.
4. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration. 
5. Alternatively, the user can directly access e-Voting page by providing demat account number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e.LINKINTIME. Click on LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.

1. Individual Shareholders (holding securities in demat mode) login through their depository participants
   You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name i.e. LINKINTIMEand you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.

Login method for Individual shareholders holding securities in physical form is given below:
 

Individual Shareholders of the company, holding shares in physical form as on the cut-off date for e-voting may register for e-Voting facility of Link Intime as under:

1. Open the internet browser and launch the URL: https://instavote.linkintime.co.in

1. Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details: - 

A. User ID: Shareholdersholding shares in physical form shall provide Event No + Folio Number registered with the Company. 

B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable. 

C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format) 

D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company. 

*Shareholders/ members holding shares in physical form but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above

▶Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter). 

▶Click “confirm” (Your password is now generated). 

1. Click on ‘Login’ under ‘SHARE HOLDER’ tab.
2. Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on ‘Submit’. 

Cast your vote electronically:

1. After successful login, you will be able to see the notification for e-voting. Select ‘View’ icon. 
2. E-voting page will appear.
3. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).
4. After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

Guidelines for Institutional shareholders:

Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on the e-voting system of LIIPL at https://instavote.linkintime.co.in and register themselves as ‘Custodian / Mutual Fund / Corporate Body’. They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the ‘Custodian / Mutual Fund / Corporate Body’ login for the Scrutinizer to verify the same. 

Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders:

Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at enotices@linkintime.co.in or contact on: - Tel: 022 – 4918 6000.

Helpdesk for Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e. NSDL and CDSL.

Individual Shareholders holding securities in Physical mode has forgotten the password: 

If an Individual Shareholders holding securities in Physical mode has forgotten the USER ID [Login ID] or Password or both then theshareholdercan use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in

o Click on‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’ 

o Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholderscan set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain minimum 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter. 

User ID for Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No +Folio Number registered with the Company 

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password: 

Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website.

• It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
• During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

InstaVote Support Desk

Link Intime India Private Limited

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPAPNIES ACT, 2013

Item No. 1

Particulars of the offer including date of passing of Board resolution

Further issue of Equity Shares for Rs.5,00,00,000/- on Private Placement basis. 

The Board of Directors of the Company, at their meeting held on 15th February 2022 has decided to    issue Equity Shares on Private Placement basis. Pursuant thereto, the Company, through its Directors and other officials, has discussed and negotiated with various investors. The Directors and the Company recommend approval of the resolution. 

1. Object of the Issue 

The capital raising is proposed with a view to upgrade the capital assets of the Company.

Material Terms of Raising Such Securities

2. Kinds of securities offered and the price at which security is being offered

Company proposes to issue 50,00,000 (Fifty lakhs) Equity Shares of Rs.10/- (Rupees Ten only) each.

The equity shares of the face value of Rs. 10/- (Rupees Ten only) each are proposed to be issued at face value.

4. Relevant Date 

The relevant date for the purpose of determining the issue price of the shares shall be 31/03/2021.

Material Terms of Raising Such Securities

5. Class of Persons to whom the Allotment is proposed to be made 

The issue is to be made to existing shareholder and/or new investors on Private Placement basis. 

6. Intention of Promoters/ Directors/ Key Management Persons to subscribe to the offer. 

The issue is to be made to existing shareholder and/or new investors on Private Placement basis. 

7. Proposed Time within which the Allotment shall be completed 

The allotment shall be completed within a period of 60 days from the date of receipt of application money. 

8. Basis on which the price has been arrived

Shares are being issued at Face value. Price has been determined on the basis of valuation report given by valuer, C A Rajendran P R, Registered valuer, 

ICAIRVO Mem. No.: ICAIRVO/06/RV-P00287/2019-2020

IBBI Registration No. IBBI/RV/06/2019/12555

Address: M/s Agasti & Associates, Chartered Accountants, 1st Floor,  CNRWA – 6, Cherupushpam Lane, Kadavanthra, Kochi - 682 020

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