Rajnandini Metal : Extra Ordinary Meeting

Date : 27.10.2022

To

The Listing Department

National Stock Exchange of India Limited

Exchange Plaza, Plot No. C/1, G Block, Bandra-Kurla Complex,

Bandra (East), Mumbai - 400051

NSE Symbol: RAJMET

Sub: Intimation of Date of Extra Ordinary General Meeting

Dear Sir/Madam,

We wish to inform you that the Extra Ordinary General Meeting of the Company will be held on Monday, 21St November, 2022 at 01:30 P.M. through Video Conferencing ("VC") .

Register of Members and Share Transfer Books of the Company will remain close from Monday, 14th November, 2022 to Monday, 21St November, 2022 for the purpose of Extra Ordinary General Meeting.

Kindly consider and take our submission in your records.

Thanking You

Yours faithfully

For Rajnandini Metal Limited

Het Ram Digitally signed by Het Ram Date: 2022.10.27 13:42:36 +05'30'

Het Ram

DIN: 02925990

Designation: Managing Director

NOTICE OF EXTRA ORDINARY GENERAL MEETING

Notice is hereby given that Extra Ordinary General Meeting (EGM) of members of Rajnandini Metal Limited will be held on Monday, 21St November, 2022 at 01:30 P.M. through video conferencing (VS)/ other audio-visual means (OAVM) to transact the following business:

SPECIAL BUSINESS:

RESOLUTION NO-1

SUB DIVISION OF EQUITY SHARES FROM THE FACE VALUE OF RS 10/- PER SHARE TO RS.1/- PER SHARE

To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution:

"RESOLVED THAT:

1. Pursuant to the provisions of section 61(1)(d) and all other applicable provisions, if any, of the companies Act, 2013 (including any statutory modification(s) or re-enactment thereof, for the time being in force) and Article 47 and other enabling provisions of the Articles of Association of the Company and subject to the approvals, consent, permissions and sanctions as may be necessary from concerned authorities or bodies. Consent of Members be and is hereby accorded to sub divide each of the Equity Shares of the Company having a Face value of Rs. 10/- (Ten) each
   In the authorized, Issued, Subscribed and Paid- up capital of the company be Sub divide into 10 (Ten) Equity Shares having a Face Value of Rs 1/- (One) each, with effect from the Record Date as may be fixed for the purpose.
2. Pursuant to the Sub-Division of equity Shares of the Company, all the issued, Subscribed and Paid-up Equity Shares of nominal value of Rs. 10/- each of the company existing on the record Date to be fixed by company in consultation with The stock exchange where the Shares of the company are listed shall stand Sub- Divided into Equity Shares of Nominal value of Rs.1/- each fully Paid up.
3. Upon Sub Division of Equity Shares as aforesaid, 10(Ten ) Equity Shares of the Face value of Rs.1/- each to be allotted in lieu of existing One (1) Equity Share of Rs. 10/- each Subject to the terms of Memorandum and Article of Association of the company and shall rank paripassu in all respects with the existing fully paid up Equity shares of Rs.10/- each of the company and shall be entitled to participate in Full after the Sub division Equity shares are allotted.
4. Upon the Sub division of the Equity Shares as aforesaid, the Existing share Certificates(s) in relation to the existing Equity Shares of the face value of Rs. 10/- each held in Physical form shall be deemed to have been automatically cancelled and be of no effect on and from the Record Date and the company may without requiring the surrender of the existing share certificate(s) directly issue and dispatch the new share certificate(s) of the company, in lieu of such existing issued Share Certificate(s) and in the case of the Equity Shares held in the Dematerialized form,

the number of Sub-Divided Equity Shares be credited to the respective beneficiary accounts of the shareholders with the Depository participants, in lieu of the existing credits representing the equity shares of the company before Sub -Division.

5. The Board of Director of the company ("the Board"), (Which expression shall also include a committee thereof) beand is hereby authorized to do all such acts, deeds, matters and steps as may be necessary for obtaining such approvals in relation to the above and to execute all such documents, instruments and writings as may be required in this connection and to delegate all or any of the powers therein vested in the Board to any Committee thereof to give effect to the aforesaid resolution".

RESOLUTION NO-2

ADOPTION OF MEMORANDUM OF ASSOCIATION AS PER COMPANIES ACT, 2013:

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 and other applicable provisions, if any, of Companies Act, 2013, (including any statutory modifications or re-enactment thereof, for the time being in force), and the rules framed there under, the consent of the members, be and is hereby accorded to replace Clause III (B) of the objects that are incidental or ancillary to the attainment of the main objects of the Memorandum of Association with the heading "Matters Which Are Necessary For Furtherance Of The Main Objects Specified In Clause III (A).

RESOLVED FURTHER THAT Pursuant to the provisions of Section 4, 13 and all other applicable provisions, if any, of the Companies Act, 2013, (including any amendment thereto or re-enactment thereof), and subject to necessary approval(s) if any, from the competent authorities, the existing Clause III (C) "Other Objects" of the Memorandum of Association of the Company be and is hereby deleted.

RESOLVED FURTHER THAT pursuant to the provisions of Section 4 and other applicable provisions, if any, of Companies Act, 2013, (including any statutory modifications or re-enactment thereof, for the time being in force), and the rules framed there under, consent of the shareholders of the Company be and is hereby accorded, to replace Clause IV by following:

"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."

RESOLVED FURTHER THAT the Directors of the Company be and are hereby severally authorized to file necessary forms to the Registrar of Companies and to do all such acts, deeds and things that may necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid resolution."

RESOLUTION NO-3

ALTERATION OF THE CAPITAL CLAUSE IN THE MEMORANDUM OF ASSOCIATION CONSEQUENT UPON SUB DIVISION:

To consider and if thought fit, to pass, with or without modification the following resolution as an Ordinary Resolution:

"RESOLVED THAT:

pursuant to the provisions of Section 13, 61 and 64 of the Companies Act, 2013 read with other applicable provisions if any of the companies Act, 2013 (including any amendments there to re- enactment thereof) and the rules framed thereunder, the consent of Members of the company be is hereby accorder to alter the Authorized share capital of the company from existing Rs.50,00,00,000/- (Rupees Fifty Crores only) divided into 5,00,00,000(Five Crore) Equity Shares of Rs.10/-each to Rs.50,00,00,000/- (Rupees Fifty Crore only) divided into 50,00,00,000 (Fifty Crore )Equity Share of Rs.1/- each .

The Memorandum of Association of the company be altered in the following manner i.e., existing clause V of the Memorandum of Association be deleted and the same will be substituted with the following new clause as clause V

V. "The Authorised Share Capital of the Company is INR 50,00,00,000 (Indian Rupees Fifty Crores, only) divided into 50,00,00,000 (Fifty Crore) equity shares of INR 1.00 (Indian Rupees one) each".

For the purpose of the giving effect to this resolution, the Board (which expression shall also include a committee thereof), be and is hereby authorized to do all such acts, deeds, mattes and things as may be necessary for obtaining such approvals in relation to the above and to execute all such documents, instruments and writings as may be required in this connection and to delegate all or any of the powers therein vested in the Board to any committee thereof to give effect to the aforesaid resolution".

	By Order of the Board
	For Rajnandini Metal Limited
	Sd/-
	Het Ram
	Managing Director
Place: Bawal	DIN: 02925990
Date: 20.10.2022	H.No. 307, Sector 21C
	Faridabad, Haryana, 121012

NOTES:

1. In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed and pursuant to the Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs followed by Circular No. 20/2020 dated May 05, 2020 and Circular No. 02/2021 dated January 13, 2021 and all other relevant circulars issued from time to time, physical attendance of the Members to the EGM venue is not required and general meeting be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing EGM/AGM through VC/OAVM.
2. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this EGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the EGM through VC/OAVM and participate there at and cast their votes through e-voting.
3. The Members can join the EGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM/AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM without restriction on account of first come first served basis.
4. The attendance of the Members attending the EGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
5. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the EGM/AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the EGM will be provided by NSDL.
6. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the EGM/AGM has been uploaded on the website of the Company at www.rajnandinimetal.com, The Notice can also be accessed from the websites of the Stock Exchanges i.e. National Stock Exchange of India Limited at www.nseindia.com respectively and the EGM Notice is also available on the website of NSDL (agency for providing the Remote e- Voting facility) i.e. www.evoting.nsdl.com.
7. EGM/AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA