ASSAM HOSPITALS LIMITED Board of Directors Mr.Ranjit Chaliha : Chairman Mr.Rajesh Kumar Himatsingka : Vice-Chairman Mr.Mukutananda Das : Director Dr.Tonmoy Das : Director Mr.Satyamrit Kagti : Director Mr.Sarat Kumar Jain : Director Mr.Bijoyananda Choudhury : Director Mr.Krishnananda Das : Director Mr.Satyendra Nath Phukan : Director Mr.Manoj Kumar Agarwala : Director Mr.Akiduz Zaman : Director Mr.Kamal Chandra Das : Director Mr.Kaushik Barua : Director* Ms.Atreyee Borooah Thekedath : Director Promoters having active involvement apart from the Promoters who are in the Board of Directors Dr. Sarbeswar Sahariah Auditors Sanjoy K. Das & Co., Chartered Accountants Company Secretaries Narayan Sharma & Associates Chief Executive Officer Dr. Ashish Malakar Registered Office "Lotus Tower" G.S. Road, Guwahati- 781 005 * Director upto 23/6/2015
ASSAM HOSPITALS LIMITED Regd. Office: "Lotus Tower", G.S. Road, Guwahati- 781 005 Phone:0361-2347700-07, 7135005 Email: drashishmalakar@internationalhosp.com CIN: U85110AS1997PLC004987, Website: www. internationalhosp.com NOTICE NOTICE is hereby given that 18th Annual General Meeting of the members of ASSAM HOSPITALS LIMITED will be held as under : Day : Saturday Date : 26th September 2015 Time : 11:00 AM Place : Hotel Pragati Manor, G.S. Road, Guwahati - 781 005 To transact the following business : ORDINARY BUSINESS : 1. To receive, consider and adopt the Financial Statements of the Company for the Financial Year ended 31st March, 2015, including the Audited Balance Sheet as at 31st March 2015 and statement of Profit and Loss for the year ended on that date along with the Reports of the Board of Directors and the Auditors thereon. 2. To re-appoint Mr. Rajesh Kumar Himatsingka, (holding DIN No. 00908450), who retires by rotation and being eligible, offers himself for re-appointment. 3. To re-appoint Mr. Mukutananda Das (holding DIN No. 00367237), who retires by rotation and being eligible, offers himself for re-appointment. 4. To re-appoint Dr. Tonmoy Das (holding DIN No. 00406958), who retires by rotation and being eligible, offers himself for re-appointment. 5. To re-appoint Ms. Atreyee Borooah Thekedath (holding DIN No. 00795366 ), who retires by rotation and being eligible, offers herself for re-appointment. 6. To re-appoint the Auditors and to fix their remuneration and in this regards pass with or without modification(s), the following resolution as an Ordinary Resolution: "RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and their corresponding rules, M/s. Sanjoy K. Das & Co., (Firm Registration No 312143E), Chartered Accountants, be and are hereby re-appointed as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting (after commencement of the Companies Act 2013), at a remuneration to be decided by the Board of Directors in consultation with the Auditors plus applicable service tax and reimbursement of travelling and out of pocket expenses incurred by them for the purpose of audit." SPECIAL BUSINESS : 7. Alteration of Articles of Association : To consider and if thought fit to pass with or without modification(s), the following Resolution as a Special resolution: 3
"RESOLVED THAT, pursuant to provisions of Section 14 and other applicable provisions, if any, of the Companies Act, 2013, the existing Clause 47 (a) of the Articles of Association of the Company be deleted and substituted with the following new clause. 47 (a) The Board may, subject to the right of appeal conferred by the section 58 of Companies Act 2013, decline to register --- (i) (ii) the transfer of a share, not being a fully paid up share, to a person of whom they do not approve; or any transfer or transmission of shares on which the company has a lien." 8. Issue of Equity Shares on a 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 Sections 42 & 62 and all other applicable provisions, if any, of the Companies Act, 2013 and Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 (including any statutory modification thereto or re-enactment thereof for the time being in force) and in accordance with the enabling provisions of the Memorandum and Articles of Association of the Company, the Consent of the Company be and is hereby given to the Board of Directors of the Company to offer, issue, and allot up to 4299233 (Forty Two Lacs Ninety Nine Thousand Two Hundred Thirty three) Equity Shares of Rs. 10/-(Rupees Ten) each at a premium of Rupees 123.15 ( Rupees One Hundred Twenty Three and paisa Fifteen only) per equity share) to Apollo Hospitals Enterprise Limited, an entity not forming part of the Promoters Group as detailed herein below: Name of Proposed Allottees PAN No. of Equity Shares Proposed to be Allotted Apollo Hospitals Enterprise Limited AAACA5443N 42,99,233 TOTAL 42,99,233 "RESOLVED FURTHER THAT the Equity Shares to be issued and allotted shall rank pari passu with the existing Equity Shares of the Company in all respects." "RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid special resolution the Board of Directors of the Company be and are hereby authorized to make an offer to the Proposed Allottee through private placement offer letter (in the format of PAS-4) and take all such steps and to do all such other acts, deeds, matters and things and accept any alteration(s) or amendment(s) or correction (s) or modification(s) as it may deem fit and appropriate and give such directions/ instructions as may be necessary to settle any question, difficulty or doubt that may arise in regard to offer, issue and allotment of the said equity shares." By order of the Board For Assam Hospitals Ltd. Place : Guwahati Date : 31st August 2015 Sd/- (Dr. Ashish Malakar) Chief Executive Officer Registered Office: "Lotus Tower", G.S. Road, Guwahati- 781 005 CIN : U85110AS1997PLC004987 Tel No : 0361-2347700-07, 7135005 Email : drashishmalakar@internationalhosp.com Website: www.internationalhosp.com. 4
NOTES : (A) (B) (C) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (MEETING) IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. The proxy form duly completed and signed, should be lodged with the Company, at its registered office at least 48 hours before the time of the meeting. Members are requested to note that a person can act as a proxy on behalf of members not exceeding 50 and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. In case a proxy is proposed to be appointed by a member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder. Corporate Members are requested to send to the Registered Office of the Company, a duly certified copy of the Board Resolution, pursuant to Section 113 of the Companies Act, 2013,authorising their representative to attend and vote at the Annual General Meeting. (D) The relative Explanatory Statement, pursuant to Section 102(2) of the Companies Act, 2013 (corresponding to 173(2) of the Companies Act, 1956), in respect of the special business under item No. 7 & 8 are annexed hereto. (E) (F) (G) (H) (I) (J) (K) (L) All documents referred to in the notice and the explanatory statement requiring the approval of the Members at the Meeting and other statutory registers shall be available for inspection by the Members at the registered office of the Company during office hours on all working days between 11.00 a.m. and 1.00 p.m. on all days except Saturdays, Sundays and public holidays, from the date hereof up to the date of the annual general meeting. The Register of Members and Share Transfer Books of the Company will be closed from Monday, 21st September, 2015 to 26th September, 2015 (both days inclusive) for the purpose of Annual General Meeting. Members who wish to obtain information on the Financial Statements for the year ended 31 March, 2015, may send their queries at least seven days before the AGM to the General Manager (Finance) at the registered office of the Company. In terms of the provisions of Section 124 of the Companies Act, 2013 (corresponding to Section 205A of the Companies Act, 1956), the amount of dividend not encashed or claimed within 7 (seven) years from the date of its transfer to the unpaid dividend account, will be transferred to the Investor Education and Protection Fund established by the Government. In terms of provisions of Section 124 of the Companies Act, 2013 (corresponding to Section 205C of the Companies Act, 1956), no claim shall lie against the Company or to the said Fund after the said transfer. Members who have neither received nor en-cashed their dividend warrant(s) for the financial years 2007-08 upto 2013-14, are requested to write to the Company, mentioning the relevant Folio number, for issuance of duplicate/revalidated dividend warrant(s). Members who have not registered their email address so far are requested to register their email address for receiving all communication including Annual Report, Notices, Circulars, etc. from the Company electronically. Members are also requested to promptly notify in writing any changes in their address/bank account details/email ids and mobile numbers to the Company at "Lotus Tower", G.S. Road, Guwahati- 781 005. Section 72 of the Companies Act, 2013 provides for Nomination by the shareholders of the Company in the prescribed forms. Members are advised to make nomination in respect of their shareholding in the Company. 5
(M) (N) Members are requested to note that in case of transfers, deletion of name of deceased shareholder, transmission and transposition of names in respect of shares held, submission of photocopy of PAN Card of the transferee(s), surviving holder(s), legal heir(s) and joint holder(s) respectively, along with necessary documents at the time of lodgement of request for these transactions, is mandatory. Updation of Members' Details: The format of the Register of Members prescribed by the Ministry of Corporate Affairs under the Companies Act, 2013 requires the Company to record additional details of Members, including their PAN details, email address, bank details for payment of dividend, etc. A form for capturing the additional details is appended in the Annual Report. Members holding shares in physical form are requested to submit the filled in form to the Company. 6
EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT 2013 Item Nos. 7 Existing Clause 47(a)(1) of the Articles of Association of the Company provides that the Board may, at its absolute discretion and without assigning any reason decline to register the transfer of any share, which in case of Public Limited Company is not permissible. Therefore necessary modification in that particular clause of Articles of Association is made. The contents of the new clause is as per table F of First Schedule of the Companies Act, 2013. Consent of the shareholders by way of a Special Resolution is required in this regard. None of the Directors, Key Managerial Personnel and their relatives are in any way concerned or interested in the said resolution. The Directors recommend the aforesaid resolution for the approval by the members as a Special Resolution. Item Nos. 8 The Company operates one of the leading Hospitals of the North East Region of India. The Board is of the view that a preferential issue of equity shares and consequent acquisition of majority stake in the Company by APOLLO HOSPITALS ENTERPRISE LIMITED ("AHEL") will create a strong alliance between the Company and AHEL and help the Company to face competition and related challenges in the industry over the coming years. AHEL is the leading health care provider of global repute in India and has a strong brand to reckon with. With a view to gain a dominating position in the health care sector and to speed up the Company's expansion and diversification programme, the Company requires an infusion of fresh equity capital. The Board of Directors in its meeting held on 14th Feb 2015, subject to necessary approval(s), had approved the proposal for raising funds up to Rs 57,25,00,000/- (Rupees Fifty Seven Crores Twenty Five Lacs) by way of issue and allotment of equity shares on a preferential basis. The money raised through the preferential offer shall be used to mobilize funds for funding current/future expansion plans/activities, working capital and general corporate purposes and more importantly to transform 'International Hospital', a unit of the Company ("Assam Hospitals Ltd") into a super specialty hospital. The Existing promoters/management of the Company are proposing to enter into the following three separate agreements with AHEL 1. License, Operations and Management Agreement 2. Shareholders Agreement 3. Share Subscription Agreement The above three agreements hereinafter collectively referred to as "joint venture agreements" or "JVA", relate to various matters agreed between the existing promoters/management of the Company and AHEL including in relation to the Company and its management after the date on which the JVA will become effective ("Effective Date"). On the date of completion of the preferential offer AHEL would be in majority control of the Company from the Effective Date and shall be the joint promoters of the Company with an equity investment of 51% or more. In terms of the provisions of Sections 42 & 62 and all other applicable provisions, if any, of the Companies Act, 2013 and Rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014, the preferential issue requires approval of the Company's members by way of a special resolution. 7
It may be noted that according to the provisions of Sections 42 & 62 and all other applicable provisions, if any, of the Companies Act, 2013 and Rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014, for making of a preferential offer, certain disclosures/details are to be made to the shareholders to enable them to take an appropriate decision, which are given below: a) Object of the issue: The objective behind the execution of JV Agreements between the Company and AHEL and consequent issuance and allotment of equity shares on a preferential basis to AHEL, is to enable AHEL acquire majority control (51% or more equity shareholding in the Company and thereby infuse the funds received from AHEL for upgrading International Hospital and increasing its bed capacity with the intention of transforming it into a super specialty hospital as envisaged by the promoters at the time of its incorporation. AHEL will not only infuse equity capital into the Company but shall also bring in its expertise, operating protocols, processes and brand value, which will be beneficial for all the stakeholders. b) The total number of shares or other securities to be issued : 4299233 (Forty Two Lacs Ninety Nine Thousand Two Hundred Thirty three) Equity Shares of Rs. 10/- (Rupees Ten) each at a premium of Rupees 123.15 ( Rupees One Hundred Twenty Three and paise Fifteen only) ) to AHEL. c) The price band at which allotment is proposed : 4299233 (Forty Two Lacs Ninety Nine Thousand Two Hundred Thirty three) Equity Shares of Rs. 10/-(Rupees Ten) per share with premium of Rupees 123.15 ( Rupees One Hundred Twenty Three and paise Fifteen only) per share. d) Basis on which the price has been arrived at along with report of the registered valuer; The price has been arrived at by a valuation report received from M/S Singhi & Co. Chartered Accountants, Guwahati as required under Section 62 of the Act e) Relevant date with reference to which the price has been arrived at 31st December, 2014 f) The class or classes of persons to whom the allotment is proposed to be made : Name of Proposed Allottees g) The intention of promoters, directors or key managerial personnel to subscribe to the offer; The Promoters / Directors / Key Management Personnel of the company are not intending to participate/ subscribe to the present offer. h) The proposed time within which the allotment shall be completed: The Company will complete the issue and allotment of equity shares to AHEL within a period of 1 (One) year from the date of passing of the resolutions by the shareholders or in case the allotment on preferential basis requires any approval by any regulatory authority or any statutory body, the allotment of shares will be completed within 15 days from the date of such approvals. i) The names of the proposed allottees and the percentage of post preferential offer capital that may be held by them; 8 PAN No. of Equity Shares Proposed to be Allotted Apollo Hospitals Enterprise Limited AAACA5443N 42,99,233 TOTAL 42,99,233
SR.No Name of the ProposedAllottee (s) Present Holding% to Pre-Issue Capital Present Issue % to Post Issue Capital j) The change in control, if any, in the company that would occur consequent to the preferential offer : There will be a substantial change in the management and control of the Company pursuant to this proposed preferential allotment. There will also be a substantial change in the shareholding pattern as well as in voting rights. k) The number of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price: Nil 1 Apollo Hospitals Enterprise NIL 100% 51% Limited l) The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer: The details are not applicable for the instant issue. m) The pre-issue and post -issue shareholding pattern of the company after the issue of shares involved in the present resolution is as below : SR.No A Promoters' holding : 1. Indians : Individuals including Directors 622317 15.07 622317 7.38 Body Corporate Nil Nil Nil Nil Sub Total 622317 15.07 622317 7.38 2. Foreign Promoters : B Sub Total A 622317 15.07 622317 7.38 Non-Promoters' holding 1. Institutional Investor Nil Nil Nil Nil 2. Non-Institution Category Private Corporate Bodies 979000 23.70 979000 11.61 Relatives 370318 8.97 370318 4.40 Indian Public 1809000 43.79 1809000 21.46 Others (Public Ltd. Corporate Bodies) 350000 8.47 350000 4.15 Apollo Hospitals Enterprise Limited Nil Nil 4299233 51.00 Sub Total B 3508318 84.93 7807551 92.62 GRAND TOTAL 4130635 100.00 8429868 100.00 9 Pre Issue No. of shares held % of share holding Post Issue No. of shares held % of share holding
The above table shows the expected shareholding pattern of the Company upon consumation of the preferential allotment and assuming that holding of all other shareholders including the promoters, shall remain the same post issue, as they were on the date on which the pre-issue shareholding pattern was prepared. Auditors' Certificate: M/s. Sanjay K. Das & Co., Chartered Accountants, the Statutory Auditors of the Company have certified that the preferential issue is being made in accordance with the requirements contained in terms of the provisions of Sections 42 and 62 and all other applicable provisions, if any, of the Companies Act, 2013 and Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014. A copy of the certificate is kept for inspection at the registered office of the Company during the business hours. Consent of the shareholders by way of Special Resolution is being sought pursuant to the provisions of Sections 42 and 62 and all other applicable provisions of the Companies Act, 2013. The members are, therefore, requested to accord their approval authorizing the Board to go for the proposed private placement and / or preferential issue as set out in the resolution. None of the Directors, any other Key Managerial Person(s) of the Company and their relatives are, in any way, concerned or interested in the said resolution. By order of the Board For Assam Hospitals Ltd. Place : Guwahati Date : 31st August 2015 Sd/- (Dr. Ashish Malakar) Chief Executive Officer Registered Office: "Lotus Tower", G.S. Road, Guwahati- 781 005 CIN : U85110AS1997PLC004987 Tel No : 0361-2347700-07, 7135005 Email : drashishmalakar@internationalhosp.com Website: www.internationalhosp.com. 10