AANNNNUUAALL RREEPPOORRTT 2014 - 2015 LYKIS LIMITED CIN L74999WB1984PLC038064 14, N. S. Road, 3rd Floor, Room No. 314B, Kolkata - 700 001 Telefax : 033 2262 5265, E-mail : [email protected], Website : www.lykisgroup.com NOTICE is hereby given that the 31st ANNUAL GENERAL MEETING OF THE MEMBERS OF LYKIS LIMITED will be held at VISHAL BHAWAN, 125/1, Sagar Manna Road, Parnasree, Behala, Kolkata- 700 060 on Wednesday, 30th September, 2015 at 10.00 A.M to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the Financial Statements of the Company for the year ended 31st March, 2015 including audited Balance Sheet as on 31st March, 2015 and the Statement of Profit and Loss for the year ended on that date and the reports of the Board of Directors and Auditors thereon. 2. To appoint a Director in place of Mr. Vijay Kishanlal Kedia (DIN: 00230480), who retires by rotation and being eligible, offers himself for re-appointment. 3. To ratify the continuation of the Statutory Auditors. The Statutory Auditors M/s. Sanjay P. Agarwal & Associates, Chartered Accountants are eligible for continuing appointment. “RESOLVED THAT pursuant to the provisions of Sections 139 and 142 of the Companies Act, 2013 read together with the relevant rules, circulars, notifications and orders of the Ministry of Corporate affairs and read with the applicable definitions and provisions in the Secretarial Standards 2 of the Institute of Company Secretaries of India and pursuant to the recommendations of the Audit Committee and pursuant to the resolution passed by the members at the 30th Annual General Meeting of the Company held on 30th September 2014, the appointment of M/s. Sanjay P Agarwal & Associates, Chartered Accountants (Firm Registration No. 325683E), who have confirmed their eligibility in terms of the provisions of Section 141 of the Companies Act, 2013 and Rule 4 of Companies (Audit and Auditors) Rules, 2014, as Statutory Auditors to hold office up to the conclusion of the 32nd Annual General Meeting of the Company at the remuneration as decided by the Board of Directors of the Company, be and is hereby ratified” SPECIAL BUSINESS : 4. Appointment of Ms. Jyoti Budhia as an Independent Director of the Company. To consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 149 and 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules,2014 (including any statutory modification(s) or re- enactment thereof for the time being in force) and Clause 49 of the Listing Agreement as applicable, Ms. Jyoti Budhia (DIN:00332044), appointed by the Board of Directors of the company as an Additional Director in the category of Independent director with effect from 31st Contd.... LYKIS LIMITED March, 2015 and who holds office up to the date of this Annual General Meeting, in terms of Section 161 (1) of the Act and in respect of whom the Company has received a notice in writing form a member under Section 160 of the Act proposing her candidature for the office of Director, be and is hereby appointed as a Director of the Company in the category of an Independent Director to hold office for an aggregate term of 5 (five) consecutive years ending on 30/03/2020 and that the said Ms. Jyoti Budhia shall not be liable to retire by rotation.” “RESOLVED FURTHER THAT Mr. Prince Tulsian, Managing Director and Mr. Shailesh K. Bhaskar, Company Secretary, of the Company be and are hereby severally authorized to do all such acts, deeds and things as may be necessary, expedient, desirable for the purpose of giving effect to this resolution.” 5. Appointment of Mr. Rajendra Manilal Shah as an Independent Director of the Company. To consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 149 and 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules,2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement as applicable, Mr. Rajendra Manilal Shah (DIN: 07259569), appointed by the Board of Directors of the company as an Additional Director in the category of Independent director with effect from 14th July, 2015 and who holds office up to the date of this Annual General Meeting, in terms of Section 161 (1) of the Act and in respect of whom the Company has received a notice in writing form a member under Section 160 of the Act proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company in the category of an Independent Director to hold office for an aggregate term of 5 (five) consecutive years ending on 13/07/2020 and that the said Mr. Rajendra Manilal Shah shall not be liable to retire by rotation.” “RESOLVED FURTHER THAT Mr. Prince Tulsian, Managing Director and Mr. Shailesh K Bhaskar, Company Secretary, of the Company be and are hereby severally authorized to do all such acts, deeds and things as may be necessary, expedient, desirable for the purpose of giving effect to this resolution.” 6. Issue of 9,68,000 Equity Warrants, convertible into Equity Shares, on preferential basis to Chief Executive Officer (CEO) . 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 62 and all other applicable provisions, if any, of the Companies Act, 2013 and rules made there under (including any statutory modifications or re-enactment thereof, for the time being in force), the Memorandum and Articles of Association of the Company, Listing Agreements entered into by the Company Contd.... LYKIS LIMITED with the Stock Exchanges where the equity shares of the Company are listed, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (“SEBI (ICDR) Regulations”), the Securities and Exchange Board of India (Substantial Acquisitions of Shares and Takeovers) Regulations, 2011, as amended (the “Takeover Regulations”), and any other guidelines and clarifications issued by any other competent authority, whether in India or abroad, from time to time, to the extent applicable and subject to the permissions, consents, sanctions and approval by any authority, as may be necessary, and subject to such conditions and modifications as might be prescribed while granting such approvals, consents, permissions and sanctions, and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include any Committee(s) constituted/to be constituted by the Board to exercise its powers including the powers conferred by this Resolution) and subject to any other alterations, modifications, conditions, corrections, changes and variations that may be decided by the Board in its absolute discretion, the consent of the Company be and is hereby accorded to the Board to create, issue, offer, and allot, from time to time in one or more tranches, 9,68,000 (Nine Lakh Sixty Eight Thousand) warrants (“Equity Warrants”) on a preferential allotment basis to Mr. Pawan Kumar Gupta, the Chief Executive Officer (CEO) of the Company (the “Warrant holder”), each convertible into one equity share of face value of Rs. 10/- each (the “Equity Shares”) at a price (including the Equity warrant subscription price and the warrant exercise price) of Rs.40/- each (Rupees Forty only) each aggregating to Rs.3,87,20,000/-(Rupees Three Crore Eighty Seven Lakhs Twenty Thousand only), or at such price determined in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, whichever is higher and on such terms and conditions as may be determined by the Board in accordance with the provisions of Chapter VII of the ICDR Regulations or other applicable laws; RESOLVED FURTHER THAT the “Relevant Date” under SEBI (ICDR) Regulations for preferential Issue in relation to Equity Warrants for the purpose of determining the issue price shall be 31st August, 2015, i.e. 30 days prior to the date of passing this Resolution RESOLVED FURTHER THAT the issue of Equity Warrants as stated aforesaid shall be subject to the following terms and conditions: 1. The Warrants shall be convertible (at the option of the warrant holders) at any time within a period of 18 months from the date of allotment of Warrants. 2. Each Equity warrant shall be convertible into one equity share of nominal value of Rs. 10/- each at a price of Rs. 40/- per share. 3. An Equity Warrant subscription price equivalent to 25% of the issue price of the Equity Shares will be payable at the time of subscription to the Equity Warrants, as prescribed by Regulation 77 of the ICDR Regulations, which will be kept by the Company to be adjusted and appropriated against the issue price of the Equity Shares. An Equity Warrant exercise price equivalent to the 75% of the issue price of the Equity Shares shall be payable by the Equity Warrant holder(s) at the time of exercising the Equity Warrant. 4. The conversion of Equity Warrants into equity shares shall be made in one or more tranches Contd.... LYKIS LIMITED within a period of 18 months from the date of allotment of Equity Warrants. 5. The amount referred in terms & conditions no. (3) above shall be forfeited, if the option to acquire shares is not exercised within a period of 18 months from the date of allotment of Equity Warrants. 6. In the event of the Company making a bonus issue by way of capitalization of its reserves, or a rights offer by way of issue of new Equity Shares, prior to allotment of Equity Shares resulting from the exercise of the Equity Warrants, the issue price of the Equity Shares to be allotted against such Equity Warrants shall be subject to appropriate adjustment, subject to the SEBI (ICDR) Regulations and other applicable law. 7. The Equity Shares allotted pursuant to exercise of such Equity warrants shall be subject to a lock-in for a period of one year from the date of conversion of warrants into Equity Shares. 8. The issue of the Equity Warrants as well as Equity Shares arising from the exercise of the Equity Warrants shall be governed by the regulations and guidelines issued by SEBI or any other statutory authority as the case may be or any modifications thereof. 9. The Equity Shares to be issued and allotted by the Company on exercise of the Equity Warrants in the manner aforesaid shall be in dematerialized form and subject to the Memorandum of Association and Articles of Association of the Company and shall rank pari passu in all respects including dividend, with the existing Equity Shares of the Company. “RESOLVED FURTHER THAT the offer, issue and allotment of the aforesaid Equity Warrants shall be made within 15 days from the date of passing of this special resolution subject to the applicable statutory regulatory provisions and the SEBI (ICDR) Regulations and other applicable law;” “RESOLVED FURTHER THAT the Board be and is hereby authorised to issue and allot such number of Equity Shares of the Company as may be required to be issued and allotted upon exercise of the option in the Equity Warrants held by the holder(s) of the Equity Warrants;” “RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board be and is hereby authorised to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary, desirable and expedient for such purpose, including without limitation, issuing clarifications, resolving all questions of doubt, effecting any modifications or changes to the foregoing (including modification to the terms of the issue), entering into contracts, arrangements, agreements, documents (including for appointment of agencies, intermediaries and advisors for the Issue) and to authorize all such persons as may be necessary, in connection therewith and incidental thereto as the Board in its absolute discretion shall deem fit without being required to seek any fresh approval of the shareholders of the Company and to settle all questions, difficulties or doubts that may arise in regard to the offer, issue and allotment of the Equity Warrants and Equity Shares and utilization of proceeds of the Equity Shares, take all other steps which may be incidental, consequential, relevant or ancillary in this connection and to effect any modification to the foregoing and the decision of Contd.... LYKIS LIMITED the Board shall be final and conclusive;” “RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers conferred by this resolution on it, to any Committee of Directors or the Chairman or any other Director(s) or officer(s) of the Company to give effect to the aforesaid resolution; “RESOLVED FURTHER THAT the Board be and is hereby authorized to finalize all matters incidental thereto as it may in its absolute discretion think fit, in accordance with all applicable laws, rules and regulations for the time being in force issue and allot the Equity shares and apply for listing of such securities on the Stock Exchanges where the Equity shares of the Company are already listed as and when the Equity shares are issued and allotted through conversion of Equity Warrants NOTES: I. A member entitled to attend and vote at the aforesaid Annual General Meeting (AGM) shall be entitled to appoint another person as proxy to attend and vote at the meeting on his behalf. A proxy shall not have the right to speak at the aforesaid meeting and shall not be entitled to vote except on a poll. A proxy need not be a member of the Company. Proxies, in order to be effective, must be received by the Company, not later than 48 hours before the commencement of the aforesaid meeting. Proxies submitted on behalf of limited companies, societies, etc. must be supported by appropriate resolutions / authority, as applicable. A person can act as proxy on behalf of not exceeding fifty (50) members and holding in the aggregate, not more than ten percent of the total share capital of the company carrying voting rights. A member holding more than ten percent, of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not be entitled to act as proxy for any other person or member. II. The Register of Members and Share Transfer Books will remain closed from 23/09/2015 to 30/09/2015 (both days inclusive). III. The statement to be annexed to the notice pursuant to Section 102 of the Companies Act, 2013, in respect of the Special businesses to be transacted at the Annual General Meeting as set out in the Notice is annexed hereto. IV. Members are requested to bring with them the attendance slip duly signed as per the specimen signature recorded with the company for admission to the meeting hall. V. Any query relating to accounts must be sent to the Company's registered office, at least 7days before the date of the meeting. VI. Details in term of Clause 49 of Listing Agreement in respect of the Directors is attached hereto. VII. In compliance with the provisions of section 108 of the Companies Act, 2013, read with the provisions of the Companies (Management & Administration) Amendment Rules, 2015 and Contd.... LYKIS LIMITED Clause 35B of the Stock Exchanges Standard Listing Agreement, the Company is providing the members with the facility to cast their vote electronically, through remote e - voting on all resolutions set forth in this Notice. Instructions for the remote e - voting is attached hereto. The company shall also provide the facility to cast votes through ballots at the venue of the AGM for those members who have not cast their vote through the aforesaid “Remote E - voting”. VIII. Members are requested to notify any change in their address, immediately, to M/s. R & D Infotech Pvt. Ltd, 7A, Beltala Road, 1st Floor Kolkata - 700 026, the Registrars & Share Transfer Agents of the Company for shares held in physical form. For those shareholders who hold their shares in dematerialized form, may lodge their requests for change of address, if any, with their respective Depository Participants. IX. Members are requested to bring their Client ID and DP ID or Folio Numbers, as may be applicable for easy identification at the Meeting. X. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant for participating in the securities market. Members are requested to submit their details of PAN to their respective Depository Participant (DP), with whom they are maintaining their demat accounts or to the Registrar & Share Transfer Agent of the Company, in case Members holdings shares in physical form, mentioning your correct folio number. XI. The Ministry of Corporate Affairs, Government of India has introduced a 'Green initiative in Corporate Governance' by allowing paperless compliances by the companies for service of documents to their members through electronic mode, which will be in compliance with Section 20 of the Companies Act, 2013 and Rules framed thereunder. XII. In case you have not registered your correct e-mail ID, please communicate the same to our Registrars and Share Transfer Agent - M/s. R & D Infotech Pvt. Ltd. at 7A, Beltala Road, 1st Floor, Kolkata - 700026 (e-mail ID: [email protected] or [email protected]) in respect of the shares held by you in physical mode or communicate to your Depository Participant(s) concerned in respect of shares held by you in demat / electronic mode. Although you are entitled to receive physical copy of the Notices, Postal Ballots, Annual Reports, etc. from the Company, we sincerely seek your support to enable us to forward these documents to you only by e-mail, which will help us participate in the Green Initiatives of the MCA and protect our environment. XIII. Members may note that the Notice of the 31st AGM and the Annual Report for 2014-2015 will be available on the Company's website www.lykisgroup.com. XIV. Corporate members are requested to send to the Company/Registrars and Share Transfer Agent, a duly certified copy of the Board Resolution/Power of Attorney authorizing their representative to attend and vote at the Annual general meeting. XV. Relevant documents referred to in the proposed resolutions are available for inspection at the Registered Office of the company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting. Contd.... LYKIS LIMITED XVI. The Register of Directors and Key Managerial Personnel and their shareholding will be available for inspection by the members at the AGM. XVII. Members interested in nomination in respect of shares held by them may write to M/s. R & D Infotech Pvt. Ltd, 7A, Beltala Road, 1st Floor Kolkata - 700 026 for the prescribed form. Alternatively, the said form can be downloaded from the Company's website www.lykisgroup.com.. XVIII. For shares held in physical form, you may initiate action to get your shares dematerialized since trading of shares is done compulsorily in the dematerialized mode. Dematerialization not only provides easy liquidity, but also safeguards from any possible physical loss. XIX. Brief resume of Directors proposed to be appointed/reappointed as required under Clause 49 of the Listing Agreement with the Stock Exchange are mentioned in “Annexure”. MEMBERS ARE REQUESTED TO BRING THEIR COPIES OF THE ANNUAL REPORT AND ADMISSION SLIP TO THE MEETING For and on behalf of the Board Place: Kolkata PRINCE TULSIAN Dated: 12th August, 2015 Managing Director (DIN-02691348) LYKIS LIMITED STATEMENT TO BE ANNEXED TO NOTICE IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013. Item No.4 In terms of The Companies Act, 2013 (“the Act”), a Director can be appointed (a) by the members at any general meeting under Section 160(1) of the Act when a company receives a notice from a member signifying his intention to propose the candidature of Director, (b) by the members at an Annual General Meeting under Section 152(6)(e) by filling up the vacancy by appointing a director retiring by rotation or some other person thereto, (c) by the Board, as an Additional Director under Section 161 (1) and (d) by the Board, in a casual vacancy in the office of a Director under Section 161(4). In terms of Section 149 read with the relevant Schedule and, particularly, Clause 49 of the listing agreement with stock exchanges, at least one-half of the Directors of the Company should be independent. Further, in terms of Section 149 of the Act, a company was to comply with the provisions of Sub-section (4) of the said Section within one year from 1st April, 2014. Accordingly, Ms. Jyoti Budhia (DIN: 00332044) was appointed as Additional Director with effect from March 31, 2015, Ms. Jyoti Budhia has filed declaration of independence and she is deemed to be independent within the meaning of Section 149 of the Act. In terms of Section 161(1) of the Companies Act, 2013, Ms. Jyoti Budhia holds office as Additional Directors up to the conclusion of the forthcoming Annual General Meeting. A notice has been received from a member as required under Section 160 of the Act, signifying his intention to propose the candidature of Ms. Jyoti Budhia for the office of Director. As per Section 150 of the Act, appointment of Directors as Independent Directors requires approval of the members at a general meeting. In order to ensure compliance with the provisions of Sections 149 and 152 read with Schedule IV and all other applicable provisions of the Companies Act , 2013 and the Companies(Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement as applicable, it is proposed that approval of the shareholders be accorded for the appointment of Ms.Jyoti Budhia (DIN:00332044) as 'Independent Director' for a period of five consecutive years from the date of her appointment i.e. from 31/03/2015 to 30/03/2020. In pursuance of section 149(13) of the Act, Ms. Jyoti Budhia will not be liable for retirement by rotation. Board considers it desirable that the Company should avail itself of the services of Ms. Jyoti Budhia as Director and accordingly commends the Resolution at Item No. 4 for approval by the Members. Except for Ms. Jyoti Budhia, no other Directors or Key Management Personnel or their respective relatives are concerned or interested in the Resolution No. 4 of the Notice. The Directors recommend the aforesaid resolution for the approval by the members as an Ordinary Resolution. Item No.5 In terms of The Companies Act, 2013 (“the Act”), a Director can be appointed (a) by the members at any general meeting under Section 160(1) of the Act when a company receives a notice from a member signifying his intention to propose the candidature of Director, (b) by the members at an Annual General Meeting under Section 152(6)(e) by filling up the vacancy by appointing a director retiring by rotation or some other person thereto, (c) by the Board, as an Additional Director under Section 161 (1) and (d) by the Board, in a casual vacancy in the office of a Director under Section 161(4). In terms of Section 149 read with the relevant Schedule and, particularly, Clause 49 of the listing agreement with stock exchanges, at least one-half of the Directors of the Company should be independent. Further, in terms of Section 149 of the Act, a company was to comply with the provisions of Sub-section (4) of the said Section within one year from 1st April, 2014. Contd.... LYKIS LIMITED Accordingly, Mr. Rajendra Manilal Shah (DIN: 07259569 )was appointed as Additional Director on 14th July, 2015, Mr. Rajendra Manilal Shah has filed declaration of independence and he is deemed to be independent within the meaning of Section 149 of the Act. In terms of Section 161(1) of the Companies Act, 2013, Mr. Rajendra Manilal Shah holds office as Additional Directors up to the conclusion of the forthcoming Annual General Meeting. A notice has been received from a member as required under Section 160 of the Act, signifying his intention to propose the candidature of Mr. Rajendra Manilal Shah for the office of Director. As per Section 150 of the Act, appointment of Directors as Independent Directors requires approval of the members at a general meeting. In order to ensure compliance with the provisions of Sections 149 and 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies(Appointment and Qualification of Directors) Rules, 2014(including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement as applicable, it is proposed that approval of the shareholders be accorded for the appointment of Mr. Rajendra Manilal Shah as 'Independent Director' for a period of five consecutive years from the date of his appointment i.e. from 14/07/2015 to 13/07/2020. In pursuant to section 149(13) of the Act, Mr. Rajendra Manilal Shah will not be liable for retirement by rotation. Board considers it desirable that the Company should avail itself of the services of Mr. Rajendra Manilal Shah as Director and accordingly commends the Resolution at Item No. 5 for approval by the Members. Except for Mr. Rajendra Manilal Shah, no other Directors or Key Management Personnel or their respective relatives are concerned or interested in the Resolution No. 5 of the Notice. The Directors recommend the aforesaid resolution for the approval by the members as an Ordinary Resolution. Item No. 6 As per Section 62 and all other applicable provisions, if any, of the Companies Act, 2013 and Chapter VII of SEBI (Issue of capital and Disclosure requirements) Regulations, 2009 (“SEBI (ICDR) Regulations”), approval of Shareholders in Annual General Meeting by way of Special Resolution is required for allotment of 9,68,000 Equity Warrants convertible into equal number of Equity Shares on preferential basis. Material facts relating to issue of Convertible Warrants to Equity Shares on Preferential Basis to Non- promoter: The Company's total trading during the twelve months preceding the relevant date is less than 10% of the shares of total paid up capital of the Company. Since, your Company's shares are coming under infrequently traded shares category, the price at which the Equity warrants to be issued will be Rs 40/- (including Premium of Rs.30/-) or such price determined in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, whichever is higher. The price at which the convertible equity warrants to be issued will be determined by taking into account valuation parameters including book value, comparable trading multiples, and such other parameters as are customary for valuation of shares. The relevant disclosures as required in terms of the SEBI (ICDR) Regulations are as under: 1. Objects of the Issue: The object of the issue is to augment the resources of the Company, primarily for retaining the CEO of the Company for expansion and for future growth of the business. 2. Proposal of Promoters/ Directors / Other Key Management Personnel to subscribe the offer. The present preferential allotment is being made to Key Management Personnel. The proposed allottee has shown his interest to acquire shares on preferential basis as per prevailing statutory norms. Contd....