SUSHRUTA VISHRANTI DHAMA LIMITED ADDRESS: SY NO. 18/4, THALAGATTAPURA, UTTARAHALLI, MANAVARTHE KAVAL, UTTARAHALLI, BANGALORE SOUTH TALUK, BANGALORE- 560109 CIN: U85310KA2004PLC035603 E-mail: contact@suvidha.co.in NOTICE OF EXTRA-ORDINARY GENERAL MEETING NOTICE is hereby given that an Extra-ordinary General Meeting of Sushruta Vishranthi Dhama Limited will be held on Sunday the 5 th day of February 2017 at 11 a.m. at the Registered Office of the Company at Suvidha, SY. No. 18/4, Thalaghattapura, U. M. Kaval, Uttarahalli Hobli, Bangalore South Taluk, Bangalore -560109 Karnataka, to transact the following business: SPECIAL BUSINESS: ITEM No.1 AMENDMENT OF THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY: To consider and if thought fit to pass with or without modification(s), the following resolution as Special Resolution: RESOLVED THAT pursuant to the provisions of Section 4 and 13 of the Companies Act, 2013 ( the Act ) read with the Companies (Incorporation) Rules, 2014 and all other applicable provisions, if any, of the Act (including any statutory modification(s) or re-enactment thereof for the time being in force), subject to the approval of the Registrar of Companies, Bengaluru, Karnataka, the consent of the Company be and is hereby accorded to alter the Memorandum of Association of the Company as follows: (a) The style of clause numbers of the memorandum of association be changed from Roman numeric to English numeric like 1st, 2nd, 3rd etc.; (b) The existing Clause III(A), The main Objects to be pursued by the Company on its incorporation are be substituted by the new sub-heading 3(a) - The Objects to be pursued by the Company on its incorporation are ; (c) Substitute in Clause III(B) with the new sub-heading 3(b) - Matters which are necessary for furtherance of the Objects specified in Clause 3(a) ; (d) Delete the entire other objects Clause III(C); and (e) The existing liability clause be substituted in line of new clause provided as per Companies Act, 2013 4th. the liability of the member(s) is limited and this liability is limited to the amount unpaid, if any, on the shares held by them. Page 1
RESOLVED FURTHER THAT the Memorandum of Association incorporating the aforesaid alterations placed before the Meeting be and is hereby approved. RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all such acts, deeds and things as may be required for giving effect to this Resolution and to settle all questions, difficulties or doubts that may arise in this regard at any stage without requiring the Board to secure any further consent or approval of the Members of the Company to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this Resolution. ITEM No. 2 AMENDEMENT OF THE ARTICLES OF ASSOCIATION (AOA) OF THE COMPANY: To consider and if thought fit to pass with or without modification(s), the following resolution as Special Resolution: RESOLVED THAT pursuant to the provisions of Section 5 and 14 of the Companies Act, 2013 ( the Act ) read with the Companies (Incorporation) Rules, 2014 and all other applicable provisions, if any, of the Act (including any statutory modification(s) or re-enactment thereof for the time being in force), approval of the Company be and is hereby accorded to adopt a new set of regulations in the Articles of Association of the Company to the entire exclusion of the regulations contained in the existing Articles of Association of the Company, as per the draft placed before the Meeting. RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all such acts, deeds and things as may be required for giving effect to this Resolution and to settle all questions, difficulties or doubts that may arise in this regard at any stage without requiring the Board to secure any further consent or approval of the Members of the Company to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this Resolution. Item No. 3 TO AMEND THE PROVISIONS OF RESIDENTS AND VISITOR S MANUAL (RVM) To consider and if thought fit to pass with or without modification(s), the following resolution as Special Resolution: RESOLVED THAT the consent of the shareholders be and is hereby given to the amendments in the provisions of the Residents and Visitor s manual (RVM), as per the draft RVM placed before the meeting and with respect to the legality of the document as per Rule 8 (b) and 8 (c) of the amended Articles of Association (AOA) of the Company. RESOLVED FURTHER that the Board of Directors of the Company be and are hereby authorized to do all such acts, deeds and things expedient and necessary to execute the said amendments. ITEM NO. 4 RE-CONSTITUTING THE MEMBER S COMMITTEE To consider and if thought fit to pass with or without modification(s), the following resolution as an ordinary Resolution: RESOLVED THAT consent of the members be and is hereby given for re- constituting a member s committee by appointing someone in place of the vacancy caused by resignation of Dr. Srimani, one of Page 2
the members of the Committee, after taking into consideration the nominations received from the nonresident shareholders of the Company. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things and to execute all such documents, instruments and writings as may be required to give effect to the above said resolution. BY ORDER OF THE BOARD For SUSHRUTA VISHRANTHI DHAMA LIMITED Sd/- Place: Bangalore Date: 29 th December 2016 DR. KRISHNASWAMY LAKSHMAN MANAGING DIRECTOR NOTES: 1. The Explanatory statement pursuant to Section 102(1) of the Companies Act, 2013 with respect to Special Business as set out in the notice is annexed. 2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. 3. The instrument appointing the proxy, duly completed, stamped and signed must be deposited at the Company s registered office not less than 48 hours before the commencement of the meeting. The Proxy form for the EGM is enclosed herewith. 4. In case of joint shareholders, any one shareholder may sign the proxy form. 5. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members. Page 3
SUSHRUTA VISHRANTI DHAMA LIMITED ADDRESS: SY NO. 18/4, THALAGATTAPURA, UTTARAHALLI, MANAVARTHE KAVAL, UTTARAHALLI, BANGALORE SOUTH TALUK, BANGALORE- 560109 CIN: U85310KA2004PLC035603 E-mail: contact@suvidha.co.in EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 ITEM No. 1 and 2 The Companies Act, 2013, has prescribed a new format of Memorandum of Association ( MOA ) for public companies limited by shares. Accordingly, with a view to align the existing MOA of the Company with Table A of the Schedule I of the Act and in accordance with Section 4 and 13 of the Act, it is proposed to alter the MOA of the Company by merging the Objects under Clause III (C) Other Objects with Clause III (B) Objects Incidental or Ancillary to the attainment of the Main Objects and also to rename the Clause III (A) and III (B) of the Object Clause. The Companies Act, 2013 is now largely in force. On September 12, 2013, the Ministry of Corporate Affairs ( MCA ) had notified 98 Sections for implementation. Subsequently, on March 26, 2014, MCA notified most of the remaining Sections. Importantly, the substantive Sections of the Companies Act, 2013 which deal with the general working of companies stand notified. The existing Articles of Association ( AOA ) of the Company are based on the Companies Act, 1956. Not only do several regulations in the existing AOA contain references to the specific Sections of the Companies Act, 1956, but some regulations in the existing AOA are no longer in conformity with the Companies Act, 2013. With the coming into force of the Companies Act, 2013 several regulations of the existing AOA of the Company require alteration or deletions. It is therefore considered expedient to replace the existing AOA with an entirely new set of AOA. The substitution of the existing AOA with the new AOA is proposed to align the AOA of the Company with the provisions of the Companies Act, 2013. None of the Directors or Key Managerial Personnel (KMP) and their relatives are concerned or interested in the aforesaid resolution. ITEM NO. 3 Background & context: Recently a couple of cases of transgressions from the RVM were noticed. In the course of examining these cases, some fundamental questions were thrown up for consideration whether the RVM had any legal status, whether it was binding on the shareholder, whether at all it was necessary to have an RVM if it was only to be a guideline and not mandatory, whether it should be implemented by the Board or the Page 4
Members Committee and how could transgressions be dealt with effectively? The matter was referred by the Board of Directors to the Members Committee for examination. The Members Committee considered the matter and responded as follows: Significance and necessity of RVM: The aims and objectives of SUVIDHA as enumerated below are of prime importance and concern to all shareholders: [A] Protect the interests of all shareholders/residents of SUVIDHA (either permanently resident or visiting for temporary stay) by ensuring for all (a) a safe and secure living environment (b) a comfortable and peaceful living by making certain that the amenities and common facilities are in good shape and available to all, (c) facilitating the enjoyment of the benefits of community living (d) preserving and enhancing the brand value of SUVIDHA by making it the most desirable place to live in the city. [B] Achieve the objective of promoting the guiding principles of harmonious community living, good citizenship and eco-friendly physical environment. In order to achieve the aforesaid aims, it is absolutely essential to have certain rules and regulations as well as a Code of Conduct for the residents. It is common knowledge that such rules called bylaws are even mandated for being applied in the governance of apartment complexes involving community living and further legally registered with the competent government authority. Therefore, the relevance, significance and need for having a RVM are well established beyond doubt. Legal status of RVM: Paragraph 3 of the shareholder s agreement provides that: The shareholder and the Company hereby confirm that the rights and obligations of each party under this agreement are subject to it abiding by the Rules framed under Article 14-A* of the Articles of Association, as amended from time to time. Both parties undertake that they shall abide by the Rules framed under Article 14-A* of the Articles of Association as amended from time to time. Paragraph 5 of the shareholder s agreement further states that: This agreement shall be subject to the jurisdiction of the Courts of Law in Bangalore. Apart from the above, kind attention is also invited to the introductory paragraph of the RVM which mentions that: This RVM is being framed under the Rules under Article 14-A* of the Articles of Association (AOA) of SUVIDHA and shall be applied uniformly and consistently. Further, the RVM states that The mere act of allotment of a cottage Page 5
(whether to SUVIDHA shareholder or a licensee) or taking on license any property or mere occupancy of any of the Cottages in SUVIDHA or usage of any facility will signify that the RVM has been read and understood, accepted, stands ratified and will be complied with at all times. Therefore, a reading together of the provisions of the shareholder s agreement as well as those of the RVM as enumerated above makes it implicitly clear that the RVM has legal validity and is binding on the shareholder. Scope and need for amendment to Rules: However, although there is a reference to the RVM at some places in the Rules framed under Article 14-A* of the Articles of Association, there is no specific mention that the RVM has been framed under the said Rules and is binding on all shareholders. In other words, there seems to be some scope still left for misreading or misinterpreting the provisions and therefore, there is an imperative need for making the position absolutely crystal clear by addition of suitable paragraphs under the Rules framed under Article 14-A of the old Articles of Association corresponding to Rule 8 A of the new set of Articles of Association to be adopted by the Company, specifically mentioning the legal and mandatory nature of the RVM. * The Rule 14 A in the old Articles of Association of the Company shall stand replaced as 8 (a) in the new set of Articles of Association to be amended in the EGM. The Board of Directors shall take steps to accordingly amend the relevant provisions in the shareholder agreement. The following two draft paragraphs are proposed to be added to the Rules already framed under Article 8-A of the Articles of Association. 8 (b) The Members Committee constituted in the Annual General meeting of the Company held on 14th September 2013 and as mandated by the Board of Directors, has prepared a detailed Manual called the Residents and Visitors Manual (RVM). The RVM has been duly approved by the Board as well as by the shareholders in the General Body Meeting held on 12.7.2014 and subsequently amended from time to time by following the due process. It is of significance to note that the RVM is applicable to all shareholders, residents and visitors, who are legally mandated to abide by the same in terms of the shareholder s agreement signed with SUVIDHA. 8(c) The Members Committee is also hereby mandated by the Board of Directors to deal with cases of transgressions from the RVM which may be referred to it by the Board and recommend effective measures to resolve the same. For this purpose, the Members Committee may also evolve, as part of the RVM, a Code of Conduct, prescribe and adopt a suitable procedure for settlement of issues relating to transgressions, identify and propose possible actions in terms of penalties if the Page 6
transgressions cannot be resolved in a peaceful manner and finally examine and specify the need for any procedural or legal remedial action in extreme cases of transgression for consideration of the Board, all of which shall be placed before shareholders for approval in an EGM before implementation. Additional provisions: As a consequence of the amendment to the Rules, some amendments to the RVM are also being proposed, including the formulation of a Code of Conduct, Procedure for resolving the issues of transgressions and possible penal actions to be taken if the shareholder/resident/visitor fails to settle the matter of transgression. None of the Directors or Key Managerial Personnel (KMP) and their relatives are concerned or interested in the aforesaid resolution. ITEM NO. 4 The Members Committee (MC) was formed at the AGM held in the year 2013. Its primary purpose is to rationalize the Maintenance Fees (MF) structure and act as a bridging agency between the Board and the Shareholders. As one of the member s has resigned from the Committee, the same needs to be reconstituted by appointing one person as it s members as per the nominations received from the shareholders. The Board recommends to the members for considering the nominations and appointing someone as a member of the Committee and reconstituting the same. None of the directors, KMP, their relatives are directly or indirectly concerned or interested in the said resolution. BY ORDER OF THE BOARD For SUSHRUTA VISHRANTHI DHAMA LIMITED Place: Bangalore DR. KRISHNASWAMY LAKSHMAN Date: 29 th December 2016 MANAGING DIRECTOR Sd/- Page 7
Form No. MGT-11 SUSHRUTA VISHRANTHI DHAMA LIMITED CIN: U85310KA2004PLC035063 Regd Office: No. 18/4, U. M. Kaval, Uttarahalli Hobli, B lore-109 FORM OF PROXY [Pursuant to Section 105(6) of the Companies Act, 2013 and rules 19(3) of the Companies (Management and Administration) Rules, 2014]. Name of the member (s) :... Registered Address :...... E-Mail Id :... Folio No./Client Id......DP ID... I/We, being the member(s) holding...shares of the above named Company, hereby appoint 1. Name :... Address:...... Email ID...Signature:... or failing him/her 2. Name :... Address:...... Email ID...Signature:... or failing him/her 3. Name :... Address:...... Page 8
Email ID...Signature:... as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at Extra- Ordinary General Meeting of the Company, to be held on Sunday, the 5 th Day of February 2017 at Bangalore at 11A.M. and at any adjournment thereof in respect of such resolutions as are indicated below: Resolutions: SPECIAL BUSINESS: 1. AMENDMENT OF THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY 2. AMENDEMENT OF THE ARTICLES OF ASSOCIATION (AOA) OF THE COMPANY 3. TO AMEND THE PROVISIONS OF RESIDENTS AND VISITOR S MANUAL (RVM) 4. RE-CONSTITUTING THE MEMBER S COMMITTEE Signed this...day of...2017 Affix Re 1 Revenue Stamp Signature of shareholder Signature of Proxy holder(s) Note: This form duly filled up, stamped and signed by the appointer or his attorney duly authorized in writing or if the appointer is a Body Corporate, under the seal or signed by an attorney duly authorized by it shall be deposited at the Registered Office of the Company along with the power of Attorney, if any under which the Proxy Form is signed, not less than 48 hours before the time for holding the meeting. Page 9
ROUTE MAP OF SUVIDHA: Page 10