Rico Auto Industries : NCLT/ Court Convened Meeting

RI co RICO AUTO IIIDUSTRIES LIMITED

REGD.&CORP.OFFICE: 38 KM ST ONE, DELHI.JAIPUR HIGHWAY, GURUGRAM -122001, HARYANA (INDIA) EMAIL: rh�[e-mail] : www.ricoauto.inTEL.: [phone]FAX: [phone] CIN: L3430◊HR1983PLC023187

RAIL:SEC:2022	March 02, 2022
BSE Limited	National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers	Exchange Plaza,
Dalal Street	5 Floor, Plot No.C/1, G Block
	th
Mumbai - 400001	Bandra-Kurla Complex, Sandra (E)
	5
	Mumbai - 4000 1
Scrip Code - 520008	Scrip Code - RICO AUTO
Sub : Notice for convening meetings of the Unsecured Creditors, Secured
Creditors and Equity Shareholders of the Company
Ref.: In the matter of the scheme of amalgamation ("Scheme") among�t	RASA
Autocom Limited, Rico Aluminium and Ferrous Auto Components Limited
and Rico Investments Limited, with Rico Auto Industries Limited and their
respective shareholders and creditors
	_
Dear Sir/Madam,
We wish to inform you that by an order dated January 06, 2022 in Company Application
No. CA (CAA) No.43/Chd/Hry/2021 (the "Order"), the Hon'ble National Conwany Law
Tribunal, at Chandig�rh ("Tribunal") has directed to convene the meetings	of the

• Unsecured Creditors, Secured Creditors and Equity Shareholders of Rico Auto Industries limited (Transferee Company), to consider and if thought fit, for approving the proposed Scheme of Amalgamation ("Scheme") of RASA Autocom Limited, Rico Aluminium and Ferrous Auto Components Limited and Rico lnvestmenw Limited (the "Transferor Companies"), with and into the Transferee Company and tneir respective shareholders and creditors.

·in pursuance of the Tribunar Order and as directed therein and in compliance with the
applicable provisions of the Companies Act, 2013 ("the Act") and Securities and
Exchange Board	of	India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"), further notice is hereby given that
meetings of tne Unsecured creditors, Secured creditors and	Equity Shareholders of the
Company will be held through video conferencing ("VC") I	other audio visual means

("OAVM") as per below schedule:
Type of Meetings	Day	and	date
Unsecured Creditors	meeti
Secured Creditors.			12.30 .m. 1ST
The details such as manner of (i) casting vote through e-voting and (ii) attending the
meeting through VC	/ OAVM have	been set out in the Notice of the respective
meetings.

RI co Rl

REGD.&COR P .O F FI CE: 38 KM STONE, DELHI-JAI PUR HIG HWAY, GURUGRAM -122001; HARYANA (INDIA)

EMAIL: [e-mail]: www.ricoauto.inTEL.: [phone]FAX: [phone]

CIN: L34300HR19 83PLC 023187

An equity shareholder, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date, i.e., Friday, 25th March, 2022 only shall be entitled t9 exercise his/ her/ its voting rights on the resolution proposed in the notice and attend the meeting of the equity shareholders. Voting rights of an equity shareholder/ beneficial owner (in case of electronic shareholding) shall be in proportion to his/ her/ its shareholding in the paid­ up equity share capital of the Company as on the cut-off date, i.e., Friday, 25th March, 2022.

A secured creditor or .unsecured creditor whose name appears in .the list of secured and unsecured creditors, a·son the cut-off date, i.e., 31st July, 2021 only shall be entitled to exercise his/her/ its voting rights on the resolution proposed in the notice and attend the meeting of secured and unsecured creditors. Voting rights of a secured and unsecured shall be in proportion to the outstanding amount due by the Company as on the cut-off date, i.e., 31st July, 2021.

Copy of the Notice and Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, of the aforesaid three meetings are attached.

You are requested to disseminate the above intimation on your website.

_!hanking you,

Yours faithfully,

for Ri�/ndustries Limited

B.M.J�b

Company Secretary

FCS No. 2446

Encl: As above

EQUITY SHAREHOLDERS NOTICE

CIN: L34300HR1983PLC023187

Regd. & Corp. Office: 38 KM Stone, Delhi-Jaipur Highway, Gurugram - 122001, Haryana

Tel: [phone], Fax: [phone], E-mail: [e-mail], Website: www.ricoauto.in

NOTICE OF NATIONAL COMPANY LAW TRIBUNAL CONVENED MEETING OF

THE EQUITY SHAREHOLDERS OF RICO AUTO INDUSTRIES LIMITED

Day	Sunday
Date	3rd Day of April, 2022
Time	12.30 PM
Mode of meeting	As per the directions of the Hon'ble National Company Law Tribunal, Chandigarh
	Bench, the meeting shall be conducted through Video Conferencing ("VC") /
	Other Audio-Visual Means ("OAVM").

	REMOTE E-VOTING
Cut-off date for e-voting	Friday, 25th March, 2022
Remote e-voting start date and time	Tuesday, 29th March, 2022 (9.00 a.m. IST)
Remote e-voting end dateand time	Saturday, 2nd April, 2022 (5.00 p.m. IST)

INDEX

S. No.	Description	Page No.
1.	Notice of the National Company Law Tribunal convened meeting of the equity shareholders of Rico Auto Industries Limited
	("Transferee Company") under the provisions of sections 230 to 232 of the Companies Act, 2013 ("Act") read with Rule 6 of the	2-7
	Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.
2.	Explanatory Statement under sections 230(3), 232(1), 232(2) and 102 of the Act read with Rule 6 of the Companies	8-14
	(Compromises, Arrangements and Amalgamations) Rules, 2016. ("Merger Rules").
3.	Annexure 1:
	Scheme of amalgamation ("Scheme") amongst RASA Autocom Limited ("Transferor Company-1"), Rico Aluminium and	15-23
	Ferrous Auto Components Limited ("Transferor Company-2") and Rico Investments Limited ("Transferor Company-3"), with
	and into Rico Auto Industries Limited ("Transferee Company") and their respective shareholders and creditors under the
	provisions of section 230 to 232 of the Act.
4.	Annexure 2:
	Copy of the audited financial statements of RASA Autocom Limited for the financial year ended March 31, 2021 and provisional	24-32
	financial statements as on September 30, 2021 and December 31, 2021.
5.	Annexure 3:
	Report adopted by the Board of Directors of RASA Autocom Limited in its meeting held on July 26, 2021 pursuant to the	33-34
	provisions of section 232(2)(c) of the Act.
6.	Annexure 4:
	Copy of the audited financial statements of Rico Aluminium and Ferrous Auto Components Limited for the financial year ended	35-43
	March 31, 2021 and provisional financial statements as on September 30, 2021 and December 31, 2021.
7.	Annexure 5:
	Report adopted by the Board of Directors of Rico Aluminium and Ferrous Auto Components Limited in its meeting held on July	44-45
	26, 2021 pursuant to the provisions of section 232(2)(c) of the Act.
8.	Annexure 6:
	Copy of the audited financial statements of Rico Investments Limited for the financial year ended March 31, 2021 and	46-54
	provisional financial statements as on September 30, 2021 and December 31, 2021.
9.	Annexure 7:
	Report adopted by the Board of Directors of Rico Investments Limited in its meeting held on July 26, 2021 pursuant to the	55-56
	provisions of section 232(2)(c) of the Act.
10.	Annexure 8:
	Copy of the audited financial statements of Rico Auto Industries Limited for the financial year ended March 31, 2021 and	57-71
	provisional financial statements alongwith financial results as submitted with stock exchanges and Limited Review Report for
	the period ended as on September 30, 2021 and December 31, 2021.
11.	Annexure 9:
	Report adopted by the Board of Directors of Rico Auto Industries Limited in its meeting held on July 26, 2021 pursuant to the	72-73
	provisions of section 232(2)(c) of the Act.
12.	Annexure 10:	74-75
	Copy of Intimation submitted to National Stock Exchange of India Limited and BSE Limited on September 27, 2021.

BEFORE THE HON'BLE NATIONAL COMPANY LAW TRIBUNALBENCH AT CHANDIGARH

COMPANY APPLICATION No. CA (CAA) No.-43/CHD/HRY/2021

In the matter of the Companies Act, 2013

And

In the matter of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises,

Arrangements and Amalgamations) Rules, 2016

And

In the matter of Scheme of Amalgamation

Amongst

RASA Autocom Limited

(Transferor Company-1 / Applicant Company-I)

And

RICO Aluminium and Ferrous Auto Components Limited

(Transferor Company-2 / Applicant Company-II)

And

RICO Investments Limited

(Transferor Company-3/ Applicant Company-III)

And

RICO Auto Industries Limited

(Transferee Company / Applicant Company-IV)

And

Their respective Shareholders and Creditors

NOTICE FOR CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF

RICO AUTO INDUSTRIES LIMITED

RICO Auto Industries Limited

(CIN: L34300HR1983PLC023187), a Company incorporated under the provisions of the

Companies Act, 1956 and having its Registered Office at

38. K.M. Stone, Delhi -Jaipur Highway, Gurugram- 122001, Haryana

FORM NO. CAA-2

NOTICE FOR CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF RICO AUTO INDUSTRIES LIMITED, THE TRANSFEREE COMPANY, PURSUANT TO THE ORDER DATED JANUARY 06, 2022 PASSED BY THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL BENCH AT CHANDIGARH

To,

The Equity Shareholders of RICO Auto Industries Limited ("Transferee Company")

Notice is hereby given that by an order dated January 06, 2022 in Company Application No. CA (CAA) No.43/Chd/Hry/2021 (the "Order"), the Hon'ble National Company Law Tribunal, at Chandigarh ("NCLT") has directed that a meeting of the equity shareholders of the Transferee Company, be convened and held for the purpose of considering and if thought fit, for approving the proposed scheme of amalgamation ("Scheme") of RASA Autocom Limited, Rico Aluminium and Ferrous Auto Components Limited and Rico Investments Limited (the "Transferor Companies"), with and into the Transferee Company and their respective shareholders and creditors under the provisions of sections 230 to 232 and any other applicable provisions of the Act.

In pursuance of the said Order and as directed therein, further notice is hereby given that the said meeting of the equity shareholders of the Transferee Company be held on Sunday, the 3rd day of April, 2022 at

12.30 PM through Video Conferencing ('VC')/Other Audio-Visual Means ('OAVM') to consider, and if thought fit, to pass the resolution for approval of the Scheme by requisite majority as prescribed under Section 230(1) and (6) read with Section 232(1) of the Companies Act, 2013 and the

….Transferee Company

Companies (Compromises, Arrangements and Amalgamations) Rules 2016 ("Meeting").

At the meeting, the following resolution will be considered and if thought fit, be passed, with or without modification(s):

"Resolved that pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions of the Companies Act, 2013 (including any statutory modification(s), amendment(s) or re-enactment(s) thereof for the time being in force), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR"), relevant provisions of the Memorandum and Articles of Association of the Company and subject to the approval of the Hon'ble National Company Law Tribunal at Chandigarh ("NCLT") and/or any other relevant government or regulatory authority, body, institution (hereinafter collectively referred as "Concerned Authority"), if any, of competent jurisdiction under applicable laws for the time being in force, and subject to such conditions or guidelines, if any, as may be prescribed, imposed or stipulated in this regard by the shareholders and/or creditors of the Company, Tribunals or Concerned Authorities, from time to time, while granting such approvals, consents, permissions and/or sanctions under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 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 mean and include one or more Committee(s) constituted/to be constituted by the Board or any person(s) authorized by the Board to exercise its powers including the powers conferred by this resolution), the scheme of amalgamation amongst M/s RASA Autocom Limited ("Transferor Company-1"), M/s Rico Aluminium and Ferrous Auto Components Limited ("Transferor Company-2"), M/s Rico Investments Limited

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("Transferor Company-3") and M/s RICO Auto Industries Limited ("Transferee Company") and their respective shareholders and creditors (hereinafter referred to as the "Scheme") as circulated along with the notice of the meeting be and is hereby approved."

"Resolved further that the Board be and is hereby authorized to effectively implement the amalgamation embodied in the Scheme, make or accept such modification(s) amendment(s), limitation(s) and/or condition(s), if any, to the Scheme as may be required by the Hon'ble NCLT and/or any other authority while sanctioning the Scheme or as may be required for the purpose of resolving any doubts or difficulties that may arise in giving effect to the Scheme or for any other such reason, as the Board may deem fit and proper, to resolve all doubts or difficulties that may arise for carrying out the Scheme and to do and execute all acts, deeds, matters and things as the Board may in its absolute discretion deems necessary or expedient for giving effect to the Scheme."

Take Further Notice that in pursuance of the directions of the Hon'ble National Company Law Tribunal Chandigarh Bench ("NCLT") and with the objective to maintain social distancing and in compliance with the provisions of (i) Sections 230 to 232 read with Sections 108 of the Act (ii) Rule (6)(3)(xi) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, (iii) Rule 20-21 and other applicable provisions of the Companies (Management and Administration) Rules, 2014, (iv) Regulation 44 and other applicable provisions of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the meeting shall be conducted through video conferencing ("VC") / other audio-visual means ("OAVM"), for which the Transferee Company is providing the facility to its equity shareholders to attend the meeting either through remote e-voting facility or e-voting system during the Meeting. National Securities Depository Limited ("NSDL") will be providing the facility for voting through remote electronic voting (remote e-voting or e-voting) and for participation in the Meeting through VC/OAVM Facility and e-voting system during the Meeting.

The Hon'ble NCLT, vide the Order, has appointed Mr. Aashish Chopra, Senior Advocate, as the Chairperson for the meeting and in his absence, Mr. Raghav Kakkar, Advocate, to be the Alternate Chairperson of the said meeting or of any adjournment(s) thereof. The Hon'ble NCLT has also appointed Mr. Rahul Jogi, Advocate, as the Scrutinizer for the said meeting.

The above mentioned Scheme, if approved by the equity shareholders of the Transferee Company at the meeting, will be subject to the subsequent approval of the Hon'ble NCLT and any other approval as may be required.

A copy of the notice convening the meeting along with explanatory statement under sections 230(3), 232(1) and (2) and 102 of the Act read with Rule 6 of the Merger Rules, the Scheme and the other enclosures as indicated in the Index are enclosed. A copy of this notice and the accompanying documents are also placed on the website of the Company viz. https://www.ricoauto.in/investor-relation.htmland will also be available on the website of BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) at www.bseindia.com and www.nseindia.com respectively and also on the website of NSDL at www.evoting.nsdl.com. A recorded transcript or video proceedings of the meeting shall also be made available on the website of the Company as soon as possible.

for Rico Auto Industries Limited

Date: 23rd February, 2022	Sd/-
Place: Registered Office at 38 KM Stone,	B.M Jhamb
Delhi-Jaipur Highway, Gurugram-122001,	Company Secretary
Haryana	FCS No.2446

Notes for Meeting of Equity Shareholders of the Company:

1. In view of the of the COVID-19 pandemic, social distancing norms to be followed and as per the said Hon'ble NCLT directions and pursuant to relevant Circulars issued by the Ministry of Corporate Affairs, Government of India ("MCA Circulars") and Circulars issued by the Securities and Exchange Board of India ("SEBI Circular") to

be read with Hon'ble NCLT Order dated January 06, 2022 and in compliance with the provisions of the Act and rules thereto, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended from time to time, the Meeting of the Equity Shareholders is being conducted through VC/OAVM Facility, as directed by the Hon'ble NCLT, which does not require physical presence of Members at a common venue. The deemed venue for the Meeting shall be the Registered Office of the Company.

1. Explanatory Statement under Section 102 of the Act, and applicable rules thereunder and provisions of Sections 230 and 232 of the Act setting out material facts forms part of this Notice.
2. Since this Meeting of the Equity Shareholders of the Transferee Company is being held as per the directions of the Hon'ble NCLT through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of Proxies by the Members will not be available for the said meeting and hence the Proxy Form, Attendance Slip and Route Map are not annexed to this Notice.
3. The authorised representative of the Corporate Members may be appointed for the purpose of voting through remote e-voting and for participation in the meeting through VC/OAVM Facility and e-voting during this meeting. Corporate Members intending to attend the meeting are required to send a duly certified copy of the Board Resolution or the authority letter or power of attorney of the board of directors or other governing body of the body corporate authorizing their representative(s) to attend and vote at this meeting by e-mail at [e-mail] or [e-mail] with a copy marked to [e-mail] not later than 48 hours before the scheduled time of the commencement of the Meeting.
4. Only registered equity shareholders of the Company may attend (either in person or by authorised representative) at the said Meeting of the equity shareholders of the Company, being conducted through VC/OAVM facility.
5. The quorum will be counted as one for every Client ID/Registered Folio Number irrespective of the number of joint holders. Attendance of the Members attending the meeting through VC/OAVM will be counted for the purpose of reckoning the quorum which is prescribed by the Hon'ble NCLT as 30,112 equity shareholders in number or 40% in value of the total equity paid-up share capital. Further, in terms of the Order, if the quorum is not present at the commencement of the Meeting, the Meeting will be adjourned by 30 minutes and thereafter Members present on the e- platform for the Meeting will be the quorum.
6. All Relevant documents referred to in the accompanying notice and explanatory statements are open for inspection by the members at the registered office of the Company on all working days between 11.00 am IST and 1.00 pm IST upto date of meeting and will also be made available at the meeting. Said documents will be available for inspection on the website of the company athttps://www.ricoauto.in/investor-relation.html.
7. In pursuance of the directions of the Hon'ble NCLT and with the objective to maintain social distancing, the Transferee Company has provided the facility of attending the meeting and voting through video conferencing mode so as to enable the equity shareholders, to consider and approve the Scheme by way of aforesaid resolution. National Securities Depository Limited ("NSDL") will be providing facility for voting through remote e- voting, for participation in the Meeting through VC/OAVM Facility and e-voting system during the Meeting.
8. In compliance with the Order of Hon'ble NCLT, this Notice is being sent to all the equity shareholders whose names appear in the Register of Members / list of Beneficial Owners as per the details furnished by National Securities Depository Limited ("NSDL") / Central Depository Services (India) Limited ("CDSL") (collectively referred to as "Depositories") as on 18th February, 2022 i.e. cut-off date for dispatch of Notice through permitted mode.

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