Sumit Woods : Extra Ordinary Meeting

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SUMIT WOODS LIMITED

CIN:L36101MH1997PLC152192

Registered Off: ‐ B‐Wing, Office No‐1101, Opp. Reliance Office, Express Zone, W.E.Highway, Malad‐ East Mumbai 400097 Tel.: O22‐ 2874 9966 177 Fax:022‐2874 3377 Email: [e-mail]: www.sumitwoods.com

NOTICE

Notice is hereby given that an Extra Ordinary General Meeting ("Meeting") of the Members of Sumit Woods Limited (CIN: L36101MH1997PLC152192) will be held on Monday, 28th day of November 2022 at 04:00 pm at B ‐ 1101, Express Zone, Diagonally Opp. to Oberoi Mall, W.E. Highway, Malad (East), Mumbai - 400097, to transact the following SPECIAL BUSINESS:

1. INCREASE IN AUTHORIZED SHARE CAPITAL OF THE COMPANY AND CONSEQUENTIAL AMENDMENT IN MEMORANDUM OF ASSOCIATION OF THE COMPANY

To consider and, if thought fit, to pass with or without modification(s) the following resolution as a

SPECIAL RESOLUTION:

"RESOLVED THAT pursuant to the provisions of Section 13, 1(1)(a) and rule made thereunder and all other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modifications or re‐enactments thereof for the time being in force) and the Articles of Association of the Company, and the Rules framed thereunder, the consent of the members of the Company be and is hereby accorded for increase in the Authorised Share Capital of the Company from existing Rs. 35,00,00,000 (Rupees Thirty‐Five crore) divided into 3,50,00,000 (Three Crore Fifty Lakhs) Equity Shares of Rs.10/‐ (Rupees Ten only) each to Rs. 45,00,00,000 (Rupees Forty‐Five Crore) divided into 4,50,00,000 (Four Crore Fifty Lakhs) Equity Shares of Rs. 10/‐ (Rupees Ten only) each ranking pari‐passu in all respect with the existing Equity Shares of the Company as per the Memorandum and Articles of Association of the Company.

RESOLVED FURTHER THAT pursuant to Section 13 and all other applicable provisions, if any, of the Companies Act, 2013, subject to consent of the members of the Company be and is hereby accorded, for alteration of Clause V of the Memorandum of Association of the Company by substituting in its place and stead the following:‐

"V. The Authorised Capital of the Company is Rs. 45,00,00,000 (Rupees Forty Five Crore) divided into 4,50,00,000 (Four Crore Fifty Lakhs) Equity Shares of Rs. 10/‐ (Rupees Ten only) each with the rights, privileges and conditions attaching thereof as are provided by the regulations of the Company for the time being with power to increase and reduce the capital of the Company and to divide the shares in the capital for the time being into several classes and to attach thereof respectively such preferential rights, privileges or conditions as may be determined by or in accordance with the regulations of the Company and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may for the time being be provided by the regulations of the Company or as may be permitted by the Companies Act. each with power to increase and/or reduce the capital of the Company as provided in the Articles of Association of the Company."

RESOLVED FURTHER THAT approval of the Members of the Company be and is hereby accorded to the Board of Directors of the Company to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection including seeking all necessary approvals to give effect to this Resolution and to settle any questions, difficulties or doubts that may arise in this regard."

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2. ISSUANCE OF WARRANTS CONVERTIBLE INTO EQUITY SHARES TO PROMOTERS OF THE COMPANY AND SPECIFIED PERSONS ON PREFERENTIAL BASIS

To consider and if thought fit, to pass, with or without modification(s), the following resolution as a

SPECIAL RESOLUTION:

"RESOLVED THAT pursuant to provisions of Sections 42, 62 and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modification or re‐enactment thereof for the time being in force) read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014 (including any statutory modification or reenactment thereof for the time being in force), Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended ("SEBI (ICDR) Regulations, 2018"), the Securities and Exchange Board of India (Substantial Acquisitions of Shares and Takeovers) Regulations, 2011, as amended ("Takeover Regulations"), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and the rules, regulations, notifications and circulars issued thereunder and other applicable law including any other rules, regulations, guidelines, notifications, circulars and clarifications issued thereon from time to time by the Government of India, the Securities and Exchange Board of India ("SEBI"), Reserve Bank of India ("RBI"), the Ministry of Corporate Affairs, the respective stock exchanges where the equity shares of the Company are listed ("Stock Exchanges"), and or any other competent regulatory authority and in accordance with the uniform listing agreements entered into with the Stock Exchanges and in accordance with the enabling provisions of the Memorandum of Association and Articles of Association of the Company and subject to such approvals, consents, permissions and sanctions as may be necessary or required from regulatory or other appropriate authorities, including but not limited to the Stock Exchanges and SEBI and subject to such conditions and modifications as may be prescribed, stipulated or imposed by any of them while granting such approval, consents, permissions and sanctions and which terms may be agreed to by the Board of Directors of the Company (hereinafter referred to as "the Board" which expression shall include any Committee constituted by the Board or any person(s) authorized by the Board to exercise the powers conferred on the Board by this Resolution) and subject to such terms, conditions and modifications as the Board may in its discretion impose or agree to, the Board be and is hereby authorized to create, issue, offer and allot by way of Preferential Allotment up to 1,00,00,000 (One Crore Only) convertible warrants ("Warrants") at a price of Rs.14 /‐ (Rupees Fourteen only) per warrant determined in accordance with SEBI (ICDR) Regulations ("Issue Price"), with a right to the warrant holders to apply for and be allotted 1 (One) Equity Share of the face value of Rs.10/‐ (Rupees Ten only) each of the Company ("Equity Shares") at a premium of Rs. 4 /‐ (Rupees Four only) per equity share for each Warrant within a period of 18 (Eighteen) months from the date of allotment of the Warrants,for total amount upto Rs. 14,00,00,000/‐ (Rupees Fourteen crore only) to the following persons / entities forming part of the Promoters / specified persons ("proposed allottees") of the Company for Consideration payable through electronic means/ banking channels and in such form and manner and in accordance with the provisions of SEBI ICDR Regulations and SEBI Takeover Regulations or other applicable laws and on such terms and conditions as the Board may, in its absolute discretion think fit and without requiring any further approval or consent from the Members:

Sr.	Proposed Allottees	Number of warrants	Category
No.
1	Mitaram Jangid	25,00,000	Promoter
2	Bhushan Nemlekar	25,00,000	Promoter
3	Shankar Sharma	35,00,000	Non‐promoter Group
4	Diya N. Shah	7,00,000	Non‐promoter Group
5	Aman N. Shah	8,00,000	Non‐promoter Group
Total		100,00,000

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RESOLVED FURTHER THAT the "Relevant Date" for this proposed issue of warrants in accordance with the SEBI ICDR Regulations shall be 28th October 2022 (29th October, Being Non trading day) being the date 30 days prior to the date of passing of the Resolution by the Members of the Company for the proposed preferential issue of Warrants convertible into Equity Shares.

RESOLVED FURTHER THAT without prejudice to the generality of the above, the issue and allotment of the aforesaid Warrants to the Proposed Allottees and the Equity Shares resulting from the exercise of the entitlement of the said Warrants, shall be subject to applicable guidelines, notifications, rules and regulations and the terms and conditions given herein below:

1. The "Relevant Date" pursuant to Regulation 161 of the SEBI (ICDR) Regulations in relation to the above mentioned Preferential Issue of Warrants, shall be 28th October, 2022 which is a date 30 days prior to the date of the Extra‐ordinary General Meeting. The proposed allottee(s) of Warrants holders shall be entitled to apply for and obtain, in one or more tranches allotment of one equity share of face value of Rs.10/‐ (Rupees Ten only) and Premium of Rs.4/‐ (Rupees Four Only) each of the Company against each Warrant within a period of 18 (eighteen) months from the date of allotment of such warrants.
2. The warrants and the Equity Shares to be issued upon conversion of warrants shall be allotted in dematerialized form.
3. The warrant holder shall pay an amount equivalent to at least 25% of the price fixed per warrant in terms of the SEBI (ICDR) Regulations on or before the allotment of warrants. Upon exercise of the option of conversion of the warrants into Equity shares by the warrant holder, the price equivalent to 75% of the issue price per warrant shall be payable on exercising the right of conversion of warrants. If the option to acquire equity shares pursuant to conversion of warrants is not exercised within the prescribed time period of 18 months from the date of allotment of warrants, then such warrants shall be lapsed, and the amount paid under this clause shall be forfeited by the Company. The allotment of equity shares pursuant to exercise of the option shall be completed within 15 days from the date of such exercise by the Warrant holder(s).
4. In the event that, a Warrant holder does not exercise the Warrants within a period of 18 (Eighteen) months from the date of allotment of such Warrants, the unexercised Warrants shall lapse and the amount paid by the Warrant holders on such Warrants shall stand forfeited by Company.
5. The Company shall procure the listing and trading approvals for the Equity Shares to be issued and allotted to the Warrant holders upon exercise of the Warrants from the relevant Stock Exchanges in accordance with the Listing Regulations and all other applicable laws, rules and regulations.
6. The Equity Shares so allotted on exercise of the Warrants shall be in dematerialized form and shall be subject to the provisions of the Memorandum and Articles of Association of the Company and shall rank pari‐passu in all respects including dividend, with the then existing Equity Shares of the Company. The Equity shares issued and allotted on conversion thereof shall be subject to lock‐in for such period as prescribed under the SEBI (ICDR) Regulations.

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1. The said Warrants by itself do not give to the Warrant holder any rights of the Shareholders or Debenture holders of the Company.
2. The Board be and is hereby authorised to delegate all or any of the powers herein conferred by this resolution to any Director(s) or to any Committee of Directors or employee or officer of the Company, as it may consider appropriate, to give effect to the aforesaid resolution.
   RESOLVED FURTHER THAT the Board be and is hereby authorised to decide and approve other terms and conditions of the issue of the Warrants and/or equity shares and shall also be entitled to vary, modify or alter any of the terms and conditions, as it may deem fit, subject however to the compliance with the applicable guidelines, notifications, rules and regulations.
   RESOLVED FURTHER THAT the Board be and is hereby authorised to accept the terms, conditions, modifications and stipulations as the RBI, SEBI or Stock Exchanges or any other regulatory authority may stipulate while granting approval to the Company for issue of the Warrants and/or equity shares as aforesaid.
   RESOLVED FURTHER THAT the Board is hereby authorised to take necessary steps for listing of the equity shares allotted upon conversion of Warrants, on Stock Exchanges, where the Company's shares are listed, as per the terms and conditions of the Listing Agreement, and in accordance with such other guidelines, rules and regulations as may be applicable with regard to such listing.
   "RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorised to take such steps and to do all such acts, deeds, matters and things as the Board may, in its absolute discretion, deem necessary, expedient, usual, proper, incidental or desirable and to settle any question, difficulties or doubts that may arise in this regard and in regard to the issue, allotment of the Warrants and/or equity shares and utilisation of the issue proceeds, to prescribe the forms of applications, enter and execute all such deeds, documents, agreements or other instruments, and to take such actions/directions as they may consider as being necessary or desirable and to obtain any approval, permissions, sanctions which may be necessary or desirable as them may deem fit."

3. To Approve the Borrowing Limits of the Company Under Section 180 (1) (C) of the Companies Act, 2013:

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 Sections 179, 180(1)(c) and all other applicable provisions, if any, of the Companies Act, 2013, read with The Companies (Meetings of Board and its Powers) Rules, 2014 and other rules, regulations, notifications and circulars issued including any statutory modification or re‐enactment thereof for the time being in force consent of the members of the Company be and is hereby accorded to the Board of Directors of the company (hereinafter referred as "Board") which term shall be deemed to include any committee which the Board may have constituted or may hereinafter constitute to exercise its powers including the powers conferred by this Resolution for borrowing from time to time ,any sum or sums of money for the purposes of the business of the company ,upon such terms and conditions and with or without security , as the Board may in its discretion thinks, fit notwithstanding that the money or monies to be so borrowed by the company (apart from temporary loans obtained or to be obtained from time to time from company's Bankers in the ordinary course of the Business) together with sum already borrowed may exceed the aggregate of the Paid‐up share capital of the company and its free reserves that is to say, reserves not

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