BOSCH REXROTH (INDIA) LIMITED Registered Office: Sanand Viramgam Highway, Iyava Village, Taluka: Sanand, Ahmedabad 382170 Tel +91 2717 678000, Website: www.boschrexroth.co.in, E-mail: info@boschrexroth.co.in CIN: U29120GJ1974PLC002468 NOTICE TO MEMBERS NOTICE IS HEREBY GIVEN THAT THE EXTRA-ORDINARY GENERAL MEETING OF THE MEMBERS OF BOSCH REXROTH (INDIA) LIMITED WILL BE HELD AT THE REGISTERED OFFICE OF THE COMPANY AT SANAND VIRAMGAM HIGHWAY, IYAVA VILLAGE, TALUKA SANAND, DIST. AHMEDABAD 382 170 ON TUESDAY, THE 29 TH DECEMBER, 2015 AT 11.00 A.M. TO TRANSACT THE FOLLOWING BUSINESSES: SPECIAL BUSINESS Item No.1 - To approve the conversion of the Company from a Public Limited Company to a Private Limited Company To consider and if deemed fit to pass with or without modification(s) the following Resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Sections 13, 14 and any other applicable provisions of the Companies Act, 2013, if any, Companies (Incorporation) Rules, 2014 (including any statutory modifications or re-enactment(s) thereof for the time being in force) and in pursuance of General Circular No. 18/2014 dated June 11, 2014 and subject to such approval, the Registrar of Companies, Ahmedabad, Ministry of Corporate Affairs and such other appropriate authorities, as may be required, the consent of the Company be and is hereby accorded to convert the company from 'Public Limited' to 'Private Limited' and consequently the name of the company be changed from 'Bosch Rexroth (India) Limited' to 'Bosch Rexroth (India) Private Limited ' by inserting the word 'PRIVATE' before the word 'LIMITED'. "RESOLVED FURTHER THAT for the purposes of converting the Company into a Private Limited Company, Mr. Hans Bangert, Managing Director or Mr. Deepak Chellani, Director or Mr. Vanraj Rathod, Company Secretary be and are hereby severally authorised to do all things as may be necessary or required for the purpose aforesaid, including but not limited to filing of the necessary E Forms, intimations and declarations with the Registrar of Companies and/ or such other governmental authority, for obtaining the approval of the Central Government and for implementing the resolution as aforesaid, notifying the creditors and Debenture Holders of the Company of proposed conversion and obtaining their consent/ concurrence to such conversion if so required and to do such other things, deeds and acts as may be deemed necessary and expedient in connection therewith." Item No- 2 - Alteration of Name Clause contained in the Memorandum of Association To consider and, if thought fit, to pass with or without modification the following resolution as a special Resolution: Page 1 of 6
RESOLVED THAT pursuant to the provisions of Section 13 and any other applicable provisions of the Companies Act, 2013 (including any amendment thereto or re-enactment thereof) and the rules framed thereunder the consent of the Members be and is hereby accorded for substituting Clause I of the Memorandum of Association of the Company with the following clause: The Name of the Company is BOSCH REXROTH (INDIA) PRIVATE LIMITED. Item No- 3 Adoption of new set of Articles of Association of the Company pursuant to the Companies Act, 2013 and conversion to a Private Limited Company To consider and, if thought fit, to pass with or without modification the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if any, of the Companies Act, 2013 ( the Act ) read with Companies (Incorporation) Rules, 2014, including any statutory modifications or re-enactment thereof from time to time, the Articles of Association of the Company be and is hereby altered to be in conformity with the provisions of the Act relating to a private limited company and thereby inserting the restrictive clause as per Section 2(68) of the Act. "RESOLVED FURTHER THAT subject to the approval of the Central Government, new set of Articles of Association, incorporating the provisions applicable to a private company as placed before the Meeting, and initialed by the Chairman for purposes of identification, be and is hereby adopted in substitution of the existing Articles of Association of the Company." RESOLVED FURTHER THAT Mr. Hans Bangert, Managing Director or Mr. Deepak Chellani, Director or Mr. Vanraj Rathod, Company Secretary be and are hereby severally authorised to do all things as may be necessary or required for the purpose aforesaid, including but not limited to filing of the necessary E Forms, intimations and declarations with the Registrar of Companies and/ or such other governmental authority, for obtaining the approval of the Central Government and for implementing the resolutions as aforesaid and to do such other things, deeds and acts as may be deemed necessary and expedient in connection therewith." For and on behalf of Board of Directors of Bosch Rexroth (India) Limited Hans Bangert Place: Ahmedabad Managing Director Date: 07th December, 2015 (DIN: 07218000) Page 2 of 6
NOTES: 1. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect to the business stated above is annexed hereto. 2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT PROXY TO ATTEND AND ON A POLL TO VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY. A PERSON CAN ACT AS A 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. PROXIES IN ORDER TO BE EFFECTIVE, SHOULD BE DULY COMPLETED, STAMPED, AND MUST BE DEPOSITED AT THE CORPORATE OFFICE OF THE COMPANY NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE TIME FOR COMMENCEMENT OF THE MEETING. 3. All documents referred to in the accompanying Notice and Explanatory Statement (including the Memorandum and Articles) are open for inspection at the Corporate Office of the Company on all working days between 11.00 a.m. and 3.00 p.m upto the date of the Extraordinary General Meeting. Page 3 of 6
Annexure to Notice Statements setting out material facts pursuant to Section 102 of the Companies Act, 2013 relating to the business set out in the accompanying Notice. Item No. 1 The Company was originally incorporated on 18th February, 1974 under the Companies Act 1956 and under the name Rexroth Maneklal Industries Limited. Its name was changed on 23 rd February 1984 to G.L. Rexroth Maneklal Industries Limited as founder of Rexroth, Mr. George Ludwig, wanted to insert his name in the name of Company. Again on 15 th October 1985, its name was changed to G.L. Rexroth Industries Limited due to deletion of name of Maneklal as promoter of the Company. A few years later, on 24 th February1995, its name was changed again, this time to Mannesmann Rexroth (India) Limited due to takeover of Rexroth group by Mannesmann group. On 21 st June 2001, its name was finally changed to its present name Bosch Rexroth (India) Limited as a result of takeover of Mannesmann group by Bosch group. The Company made an initial public offer in May, 1976 and the equity shares were listed on the Bombay the Ahmedabad Stock Exchanges. Consequent to an Open Offer by Bosch Rexroth AG for acquisition of equity shares of the Company, the Company was de-listed in the year 2002. In view of the delisting of the shares in the year 2002, the shareholding continued with the remaining shareholders of the Company had ceased to be marketable. It has been noticed that the members of the public holding shares in the capital of the Company do not participate in either the meetings of the shareholders of the Company nor in other matters relating to the Company or its functioning. Since the equity shares were not traded at the Stock Exchanges, it was difficult for such members to find buyers for their shares in the Company as the shares had lost liquidity / marketability because the remaining shareholders had to find out buyer for their equity shares and neither buyer nor seller had reference of fair price / value per equity share at which they might buy or sell the shares. As a result of this, many shareholders had been approaching the Company stating that they could not tender their shares in Exit Offer due to their genuine difficulties but now they are willing to tender their shares. Moreover, the cost involved in handling and serving large number of members was very high, more particularly when their holding in the company was very small. For providing exit opportunity to the members and to attain the objective of reducing aforesaid cost on long term basis for the Company, it was felt advisable in the interest of both, the members and the Company, to consider a reorganization of the share capital of the Company by way of a consolidation of share into larger denomination. As a corollary to this, the members approved, at the Extra Ordinary General Meeting held on 24 th July, 2015, the consolidation / reorganization of the Company's share capital by increasing the face value from Rs. 10/- per share to Rs. 1,00,000/- per share. On consolidation, each member of the Company received such number of equity shares of the company having a face value of Rs. 1,00,000/- to the extent of their entitlement to equity shares after consolidation. As a result of the consolidation of share capital of the Company, the total number of members reduced to below 200. The Government has notified several Sections of the new Companies Act, 2013. On perusal thereof it is noticed that legal compliances required by a public company are more onerous than in the case of private companies. To enable the Company to carry on its business more efficiently it is proposed that the Company be converted into a Private Limited Company. The Central Government vide its General Circular bearing No. 18 dated 11 th June 2014 has clarified that by reason that the provisions of Section 14(2) of Companies Act, 2013 not having been notified, the corresponding provisions of Companies Act, 1956 shall remain in force till the relevant provisions of Companies Act, 2013 are notified. The General Circular further clarifies that the Central Government had Page 4 of 6
delegated all its powers under Companies Act 1956 relating to conversion of companies to the Registrar of Companies and that such delegated power shall remain in force and that requisite applications for the conversion will therefore have to be filed and disposed off as per the earlier provisions. It is therefore proposed that subject to the approval of the shareholders, creditors and Debenture Holders and other necessary approvals, the Company be converted into a Private Limited Company. The notice for the Extra Ordinary General Meeting incorporates necessary resolutions for consideration in this regard. The Directors of your Company therefore recommend the adoption of the said Special Resolutions as set out in Item No. 1 of the notice in the best interest of the Company. None of the Directors, Key Managerial Personnel of the Company their relatives are, in any way, concerned or interested, financially or otherwise, in the resolutions set out at Item No. 1 of the Notice. Item No. 2 The conversion of the Company to a private limited company will result in amending the name clause of the Memorandum of the Company since the name of the Company will change from Bosch Rexroth (India) Limited to Bosch Rexroth (India) Private Limited. In terms of Section 13 of the Companies Act, 2013, the consent of the members by way of special resolution is required for amendment of the Memorandum of Association of the Company. The Board has approved the amendment at its meeting held on 07 th December, 2015. The Members are requested to note that the amendment is subject to the approval granted by the Registrar of Companies, Ahmedabad, Ministry of Corporate Affairs and such other regulatory authorities, as may be required. None of the Directors, Key Managerial Personnel of the Company their relatives are, in any way, concerned or interested, financially or otherwise, in the resolutions set out at Item No. 2 of the Notice. Item No. 3 The Articles of Association ( AoA ) of the Company is presently in force since its incorporation of the Company i.e. year 1992. The existing Articles of Association are in line with the erstwhile Companies Act 1956, which are thus no longer in full conformity with the Companies Act, 2013 ( New Act ). The New Act is now largely in force and substantive sections of the Act which deal with the general working of companies stand notified. With the coming into force of the New Act, several articles of the existing Articles of Association of the Company require alteration / deletions. Given this position, it is considered expedient to wholly replace the existing Articles of Association by a new set of Articles. The conversion of the Company to a private limited company will result in amending the Articles and instituting restricting clause applicable to a private limited company as per Section 2(68) of the Companies Act, 2013. However, it is expedient to adopt new set of Articles of Association (primarily based on Table F set out under the Companies Act, 2013), in place of existing Articles of Association of the Company instead of amending the Articles of Association by alteration/incorporation of provisions of the Companies Act, 2013 applicable to a private limited company. Hence the Board of Directors at its meeting held on 07 th December, 2015 decided to adopt new set of Articles in place of existing Articles of Association of the Company and seek shareholders' approval for the same. Page 5 of 6
In terms of section 5 and 14 of the Companies Act, 2013, the consent of the members by way of special resolution is required for adoption of new set of Articles of Association of the Company. The Members are requested to note that the amendment is subject to the approval granted by the Registrar of Companies, Ahmedabad, Ministry of Corporate Affairs and such other regulatory authorities, as may be required. None of the Directors, Key Managerial Personnel of the Company their relatives are, in any way, concerned or interested, financially or otherwise, in the resolutions set out at Item No. 2 of the Notice. For and on behalf of Board of Directors of Bosch Rexroth (India) Limited Hans Bangert Place: Ahmedabad Managing Director Date: 07th December, 2015 (DIN: 07218000) Page 6 of 6
BOSCH REXROTH (INDIA) LIMITED Registered Office: Sanand Viramgam Highway, Iyava Village, Taluka: Sanand, Ahmedabad 382170 Tel +91 2717 678000, Website: www.boschrexroth.co.in, E-mail: info@boschrexroth.co.in CIN: U29120GJ1974PLC002468 ATTENDANCE SLIP EXTRA ORDINARY GENERAL MEETING (To be handed over at the entrance of the Meeting Hall) Member s Folio No. : Member s/proxy s name in Block Letters : Number of Shares Held : I hereby record my presence at the Extraordinary General Meeting of the Company at the Registered Office of the Company at Sanand Viramgam Highway, Iyava Village, Taluka Sanand, Dist. Ahmedabad 382170 on 29 th December, 2015 at 11.00 a.m. Member s/proxy s Signature Page 1 of 1
PROXY FORM BOSCH REXROTH (INDIA) LIMITED CIN: U29120GJ1974PLC002468, Registered Office: Sanand Viramgam Highway, Iyava Village, Taluka: Sanand, Ahmedabad 382170 Tel +91 2717 678000, Website: www.boschrexroth.co.in, E-mail: info@boschrexroth.co.in Name of the member(s) : Registered address: E-mail ID: Folio No. : I/We, being the member (s) of shares of the above named company, hereby appoint (1) Name: Address: E-mail ld: Signature: or failing him; (2) Name: Address: E-mail ld: Signature: or failing him; (3) Name: Address: E-mail ld: Signature: or failing him; 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 the 29 th day of December, 2015 at 11.00 a.m. at Sanand Viramgam Highway, Iyava Village, Taluka Sanand, Dist. Ahmedabad 382170 and at any adjournment thereof in respect of such resolutions as are indicated below: Sl. No. Resolutions For Optional* Against 1 SPECIAL BUSINESS To approve the conversion of the Company from a Public Limited Company to a Private Limited Company Page 1 of 2
2 3 Alteration of Name Clause contained in the Memorandum of Association Adoption of new set of Articles of Association of the Company pursuant to the Companies Act, 2013 and conversion to a Private Limited Company Signed this.. day of.. 2015 Signature of shareholder Signature of Proxy holder(s) Affix Revenue Stamp Note: 1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the meeting. 2. For the Resolutions, Explanatory Statement and Notes, please refer to Notice of the Extra Ordinary General Meeting. 3. * It is optional to put a 'X' in the appropriate column against the resolutions indicated in the box. If you leave the 'For' or 'Against' column blank against any or all Resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate. 4. Please complete all details including details of member(s) in above box before submission Page 2 of 2