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Kanco Overseas

Scrutinizers Report_Extraordinary General Meeting held on 16.05.2018

Scrutinizer’s Report of the 26th Annual General Meeting

Scrutinizer’s Report of the 25th Annual General Meeting

Evoting Result

Evoting paper publication

Ms. Charulata Kabra, Company Secretary & Compliance Officer of the Company has resigned and would be relieved from her official duties at the closing of business hours on November 16, 2015

The trading window for dealing in securities of the Company will be closed from 7th May, 2016 till 16th May, 2016 on account of Changes in Key Managerial Personnel   – Appointment of Company Secretary by the Board of Directors in their Meeting to be held on 14th May, 2016.

1.The Board of Directors in their meeting held on 14th May, 2016, have appointed Ms. Anupama Goel, as the Company Secretary & Compliance Officer of the Company with immediate effect.

2. Ms. Anupama Goel, Company Secretary and Compliance Officer has been authorised to disclose the information as may be required under Regulation 30(5) of SEBI (LODR) Regulations, 2015 to  Stock Exchanges by the Board of Directors in the meeting held today i.e 14th May, 2016. She may be contacted at at email id: compliance@kanco.in and telephone no. (033) 22815217.

Meeting of the Board of Directors of the Company will be held on Friday, 11th November, 2016, to consider inter alia and approve the Unaudited Financial Results for the quarter and half year ended 30th September, 2016. As per the Company’s Internal Code for Prevention of Insider Trading, the trading window for dealing in the securities of the Company is closed from 4th November, 2016 to 13th November, 2016.

The trading of Equity Shares of the Company permitted to be traded on Bombay Stock Exchange Limited platform suspended due to procedural reasons with effect from 8th March, 2017 has resumed under Group XD.

The Equity Shares of the Company permitted to be traded on Bombay Stock Exchange Limited platform is suspended due to procedural reasons with effect from 8th March, 2017. The Company on further enquiry found that a notice to this effect has been published on BSE’s website on 28.02.2017.Please note that no such copy of notice was served on the Company either over email or by post. The Company is contemplating to take suitable course of action in this matter in due course of time.

The trading window for dealing in securities of the Company will be closed from 8th May, 2017 till 17th May, 2017 on account of changes in Key Managerial Personnel – Appointment of Company Secretary by the Boards of Directors in their meeting to be held on 15th May, 2017.

Subsequent to the resignation of Ms. Anupama Goel, Company Secretary and Compliance Officer, Mr. Sushil V Tewary, the Chief Operating Officer and Chief Financial Officer of the Company is appointed as the Compliance Officer with effect from 20th December, 2016 till such time the Company appoints a Company Secretary and that the Board of Directors have authorised Mr. Sushil V Tewary, Compliance Officer to disclose the information as may be required under Regulation 30(5) of SEBI (LODR) Regulations, 2015 to Stock Exchanges and he may be contacted at email id:compliance@kanco.in/clk.kanco@gmail.com and telephone no. (033) 22815217.

Ms. Anupama Goel, Company Secretary & Compliance Officer of the Company has resigned and has been relieved from her official duties at the closing of business hours on December 19, 2016.

The trading of Equity Shares of the Company permitted to be traded on Bombay Stock Exchange Limited platform suspended due to procedural reasons with effect from 8th March, 2017 has resumed under Group XD. The details are as follows: -

Security ID                  KANCOENT

Group                         XD

Security Code             590084

ISIN                           INE248D01011

The Board of Directors in their meeting held on 15th May, 2017 have appointed Ms. Sohini Shukla,(ACS:A48409) as the Company Secretary & Compliance Officer of the Company with effect immediate effect.Ms. Sohini Shukla, Company Secretary and Compliance Officer has been authorised to disclose the information as may be required under Regulation 30(5) of SEBI (LODR) Regulations, 2015 to Stock Exchanges .She may be contacted at email id: compliance@kanco.in and telephone no. (033) 22815217.

Meeting of the Board of Directors of the Company will be held on Monday, 29th May, 2017 to consider inter alia and approve the Audited Financial Results of the Company for the quarter/ year ended 31st March, 2017. As per the Company’s Internal Code for Prevention of Insider Trading framed pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the trading window for dealing in the securities of the Company is closed from 22nd May 2017 till 31st May, 2017(both days inclusive).

The 26th Annual General Meeting of the Company is scheduled to be held on Thursday, 3rd August, 2017 at  4:00 P.M at Bharatiya Bhasha Parishad, 36A Shakespeare Sarani, Kolkata-700017

Pursuant to Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is providing remote e-voting facility to its members. The cut-off date for the purpose of determining members for remote e-voting facility is Thursday, 27th July, 2017. The remote e-voting period shall commence from Monday, 31st July, 2017 (9:00 A.M) and ends on Wednesday, 2nd August, 2017 (5:00 P.M).

The Register of Members and Share transfer Books shall remain closed from Friday, 28th July, 2017 to Thursday, 3rd August, 2017 (both days inclusive) for the purpose of 26th Annual General Meeting.

The venue for the 26th Annual General Meeting of the Company scheduled to be held at "Bharatiya Bhasha Parishad", 36A, Shakespeare Sarani, Kolkata - 700017 has been shifted to “Shripati Singhania Hall”, ROTARY SADAN, 94/2, Chowringhee Road, Kolkata-700020 on 3rd August, 2017 at 4:00 p.m.

The Equity Shares of the Company permitted to be traded on Bombay Stock Exchange Limited  will be discontinued with effect from close of business hours of 14th November,  2017.

Due to preoccupation, Ms. Puja Borar, Independent Director, has resigned from the Board of Directors of the Company with effect from 6th February, 2018

Brief Profile of CS Sohini Shukla(Company Secretary and Compliance Officer)

Ms. Sohini Shukla (ACS: A48409), is a young qualified Company Secretary and a Member of the Institute of Company Secretaries of India (ICSI). She is also a Graduate in Commerce from the University of Calcutta. CS Sohini Shukla is appointed by the Company as a Company Secretary & Compliance Officer w.e.f. 15th May, 2017 and she is responsible for all the compliances of the Companies Act, Secretarial Standards, SEBI Regulations and Listing Regulations as may be applicable to the Company from time to time.

The accounts had been declared NPA by both SBI & IDBI and Litigations filed by the Lenders and the Company is going on.It is been around two years that the factory has stopped operations. The market conditions continue to be bleak for spinning industry with a number of older spinning units shutting down production.The existing plant and machinery are obsolete and are not likely to fetch much value, further as the plant is closed there is further deterioration both in the condition of machinery and the likely price that it will fetch. The principal reasons for low valuation of the Unit are technological obsolescence and slew of incentives offered to new spinning units by various State Governments.The Company taking into account the above factors has submitted an OTS proposal to both SBI and IDBI for their consideration and approval.

The One Time Settlement (OTS) proposal submitted to the IDBI Bank has been accepted by the Bank and the and brief summary of the OTS are as follows

Brief summary of the OTS

1 Crystallised Amount Rs. 750 lakh
2 Payment Schedule

Up-front Payment

(i) Rs.75 lakh (10%) on the date of submission of the proposal. (amt. received)

(ii) Rs.75 lakh ( 10%) on the date of acceptance of NS offer/ issuance of NS letter by IDBI

Balance payment

(i) Rs.300 lakh (40%) to be paid within 90 days of acceptance of this NS offer/ issuance of NS letter by IDBI

(ii) Balance Rs.300 lakh (40%) to be paid within 180 days of acceptance of NS offer/issuance of NS letter by IDBI.

3 Payment of interest Interest on the balance outstanding NS amount after 90 days shall be charged @ 1 year MCLR+2% starting 15th day from the date of acceptance of NS offer till 180th day from the date of acceptance of NS offer or till payment of full compromise amount.
4 NOC for partial release of security NOC for sale of Plant & Machinery shall be issued on receipt of total amount of Rs 300 lakh (including upfront amount)

The One Time Settlement (OTS) proposal submitted to the State Bank of India has been accepted by the Bank and the and brief summary of the OTS are as follows

Brief summary of the OTS

1 Crystallised Amount Rs. 16.25 Crores
2 Payment Schedule

Up-front Payment

(i) Rs. 0.76 Crores paid by the Company has been appropriated towards the settlement amount and a further amount of Rs. 1.68 Crores is payable by 09/03/2018.

(ii) Balance payment

(i) Rs. 4.50 Crores to be paid within 22/05/2018

(ii) Rs. 4.50 Crores to be paid within 22/08/2018

(iii) Rs. 4.81 Crores to be paid within 22/11/2018

3 Payment of interest No interest will be paid on the compromise amount if paid within three months of the receipt of this approval. Interest will be charged at Base Rate plus 2% (10.65%) on the residual amount is to be charged from 15th day of conveyance on the balance amount.

The Board of Directors has considered to sell/transfer/dispose of its Textile unit either in whole or in part, comprising of all tangible assets, accessories or any item or parts directly or indirectly related with it in whole or in part pertaining to the said unit, situated at Kanco Overseas, Ahmedabad (Gujarat) , subject to the approval of the Shareholders as required under Section 180(1)(a) of the Companies Act, 2013.

The Extraordinary General Meeting of the Company is scheduled to be held on Wednesday, 16th May, 2018 at 2:00 P.M at Bharatiya Bhasha Parishad, Fourth Floor, 36A Shakespeare Sarani, Kolkata-700017 to seek the approval from the Shareholders of the Company as required under Section 180(1)(a) of the Companies Act, 2013. Pursuant to Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is providing remote e-voting facility to its members. The cut-off date/ record date for the purpose of determining members for remote e-voting facility is Wednesday, 9th May, 2018.The remote e-voting period shall commence from Sunday, 13th May, 2018 (9:00 A.M) and ends on Tuesday, 15th May, 2018 (5:00 P.M).

Ms. Zohra Tabassum has been appointed as an Additional Director (Independent & Non-Executive) with effect from 7.04.2018.The appointment is being made to fill up the vacancy of an Independent and Woman Director. Ms.Tabassum is not related to any of the Director of the Company.

Brief Profile of Ms. Zohra Tabassum - Ms. Zohra Tabassum, born on 25th August, 1985 holds Bachelor of Commerce with Accountancy Honours degree from Calcutta University and has experience in the field of accounts, finance and other applicable laws. Ms. Zohra Tabassum holds nil shares in the Company.

The 27th Annual General Meeting of the Company is scheduled to be held on Wednesday, 19th September, 2018 at 4:00 P.M at Bharatiya Bhasha Parishad, Fourth Floor, 36A Shakespeare Sarani, Kolkata-700017. Pursuant to Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is providing remote e-voting facility to its members. The cut-off date for the purpose of determining members for remote e-voting facility is Wednesday, 12th September, 2018.The remote e-voting period shall commence from Sunday, 16th September, 2018 (9:00 A.M) and ends on Tuesday, 18th September, 2018 (5:00 P.M). The Register of Members and Share transfer Books shall remain closed from Thursday, 13th September, 2018 to Wednesday, 19th September, 2018 (both days inclusive) for the purpose of 27th Annual General Meeting.

Due to preoccupation, Mr. Sushil V Tewary, COO and CFO would not be able to devote time for discharge of responsibilities and has therefore tendered his resignation. He would be relieved from his official duties at the closing of business hours on 31st May, 2018.

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