NOTICE IS HEREBY GIVEN THAT THE EXTRA ORDINARY GENERAL MEETING(EOGM) OF THE MEMBERS OF SHARK TANK INDIA PRIVATE LIMITED WILL BE HELD AT SHORTER NOTICE ON WEDNESDAY, 05TH DAY OF AUGUST 2020 AT 11:00 A.M., AT CORPORATE OFFICE SITUATED AT SECTOR 67 GURGAON, HARYANA-122002 TO TRANSACT THE FOLLOWING BUSINESSES:
SPECIAL BUSINESSES
ITEM:1 TO ALTER THE OBJECT CLAUSE OF THE COMPANY
To consider if thought fit to pass with or without the modification the following resolution as Special Resolution: -
“RESOLVED THAT pursuant to the provisions of section 13 of the Companies Act, 2013 and other applicable provisions, if any and pursuant to the Composite Scheme of Arrangement and Amalgamation between Shark Tank India Private Limited (Amalgamating/Transferor Company 1) and xyz Restaurants Private Limited (Transferor Company 2) and Shark Tank Restaurants Private Limited (Transferee Company)(“the Scheme”) the clause III (A) of the Memorandum of Association of the company containing the main objects to be pursued by the Company be and hereby altered by adding new clause to the existing one.
a. To carry on the business of providing support services to Shark Tank restaurant operations and other Shark Tank entities including operational, logistic, marketing, training and strategic advice and support, technical support, training center, web support back office, business or financial analysis, scientific analysis, research work and analysts, storage, customer relationship management, enterprise resources planning.
b. To import and distribute Shark Tank merchandise and materials used in the Shark Tank business as well as supply chain logistical support for running Shark Tank food and beverage outlets, restaurants, chain of restaurants, hotels, motels, food and beverage outlets in India and abroad.
RESOLVED FURTHER THAT any Director and Company Secretary of the Company, be and are hereby severally authorized to perform all the acts, deeds and things and to execute documents and to file necessary e forms with the Registrar of Companies of NCT of Delhi & Haryana and other statutory authorities, as may be necessary to give effect to the above-mentioned resolution and to take all such steps as may be necessary.”
ITEM:2 TO INCREASE THE AUTHORIZED SHARE CAPITAL
To Consider and if thought fit to pass with or without the modification the following resolution as Special Resolution: - “RESOLVED THAT pursuant to the provisions of Section 61 read with Sections 13,64 and all the other applicable provisions, if any, of the Companies Act, 2013, and the rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the authorized share capital of the Company be and is hereby increased from Rs 19,62,00,000 /- (Rupees Nineteen Crores Sixty Two Lacs Only) divided into 1,96,20,000 (One Crore Ninety Six Lacs and Twenty Thousand Only) equity shares of Rs. 10/- (Rupees Ten Only) each to Rs. 125,00,00,000/- (Rupees One Hundred and Twenty-Five Crores Only) divided into 12,50,00,000 (Twelve Crores Fifty Lacs Only) Equity shares of Rs. 10/- (Rupee Ten only) each by addition of 10,53,80,000 (Ten Crore Fifty-Three Lacs Eighty Thousand Only) Equity shares of Rs. 10/- (Rupee Ten only) each.”
RESOLVED FURTHER THAT the clause V of the Memorandum of Association be replaced by the following new clause.
V. The Share Capital of the Company is Rs. 125,00,00,000/- (Rupees One Hundred and Twenty-Five Crores Only) comprising 12,50,00,000 (Twelve Crores Fifty Lacs Only) equity shares of Rs. 10/- (Rupees Ten) each.
RESOLVED FURTHER THAT any Director and Company Secretary of the Company be and are hereby severally authorized to perform all the acts, deeds and things and execute all such deeds, documents and writings, as he may in his absolute discretion deem necessary or incidental and do filings with the Registrar of Companies of NCT of Delhi & Haryana and other statutory authorities, as may be necessary to give effect to the above resolution and to take all such steps as may be necessary.”
ITEM:3 CHANGE IN CONVERSION RATIO OF COMPULSORILY CONVERTIBLE DEBENTURES(CCDs) ISSUED IN SHARK TANK SERVICES INDIA PRIVATE LIMITED AND XYZ RESTAURANTS PRIVATE LIMITED
To Consider and if thought fit to pass with or without the modification the following resolution as Special Resolution: - “RESOLVED THAT pursuant to the approved composite scheme of arrangement, consent of the shareholders of the Company be and is hereby accorded to transfer the Compulsory Convertible Debentures issued by SHARK TANK SERVICES INDIA PRIVATE LIMITED AND xyz RESTAURANTS PRIVATE LIMITED to the Company and to change the conversion ratio of such CCDs as per Fair Market Value of equity shares of the transferee Company.
“RESOLVED FURTHER THAT any Directors of the Company and Mr. Anshul, Director Finance be and are hereby are authorized to get the revised ratio approved by the debenture holders and get the necessary documents executed including but not limited to debenture agreements and to issue fresh Debenture certificates to the CCD holders.
ITEM: 4 TO ALIGN MEMORANDUM OF ASSOCIATION OF COMPANY AS PER COMPANIES ACT, 2013
To Consider and if thought fit to pass with or without the modification the following resolution as Special Resolution: - “RESOLVED THAT pursuant to the provisions of section 13(1) and other applicable provisions of the Companies Act, 2013 if any, (with or without modification(s), enactment(s) or re-enactment(s) thereof for the time being in force), alignment of sections of Companies Act, 1956 as per Companies Act,2013 as tabled before the meeting and initialed by the Chairman for identification, be and is hereby approved and adopted.
RESOLVED FURTHER THAT any Director and Company Secretary of the Company be and are hereby authorized to perform all the acts, deeds and things, execute documents and make all the filings with the Registrar of Companies and other statutory authorities, as may be necessary to give effect to the above resolution and to take all such steps for giving any such direction as may be necessary.”
ITEM:5 TO ALTER/ADOPT NEW SET OF ARTICLES OF ASSOCIATION OF COMPANY AS PER COMPANIES ACT, 2013.
To consider if thought fit to pass with or without the modification the following resolution as Special Resolution: -
“RESOLVED THAT pursuant to the provisions of Section 14(1) and other applicable provisions of the Companies Act, 2013, if any, (with or without modification(s), enactment(s) or re-enactment(s) thereof for the time being in force), altered set of Articles of Association of the Company to bring it in consonance with the provisions of Companies Act, 2013, as tabled before the meeting and initialed by the Chairman for identification, be and is hereby approved and adopted.
