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APOLLO PIPES LIMITED — Proxy Solicitation & Information Statement 2023
Apr 11, 2023
60327_rns_2023-04-11_31dd9e3d-1ac6-4fa9-90a6-929872dc4c92.pdf
Proxy Solicitation & Information Statement
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Date: April 11, 2023
To, To, Manager - Listing Compliance The Chief General Manager Listing Operation, National Stock Exchange of India Limited BSE Limited, ‘Exchange Plaza’. C-1, Block G, 20[th] Floor, P.J. Towers, Bandra Kurla Complex, Bandra (E), Dalal Street, Mumbai - 400 051 Mumbai – 400 001.
Reference: Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding Notice of Extra-Ordinary General Meeting.
Subject: Corrigendum to the Notice of Extra-Ordinary General Meeting dated March 14, 2023.
Dear Sir/ Madam,
With reference to the captioned subject and in continuation to the Notice of Extra-Ordinary General Meeting dated March 14, 2023 issued by Apollo Pipes Limited (“the Company”) for the purpose of seeking members approval by way of Special Resolution for issue and allotment of 47,20,000 (Forty Seven Lakh and Twenty Thousand) Fully Convertible Warrants into equal number of Equity Shares on Preferential Basis in such proportion and on such terms and conditions as set out in the Notice of Extra-Ordinary General Meeting which was already sent to the shareholders of the Company on March 17, 2023.
A corrigendum is being issued to inform the shareholders of the Company regarding the changes made in the Notice of Extra-Ordinary General Meeting. A copy of Corrigendum to the Notice of Extra-Ordinary General Meeting is enclosed herewith.
Except as detailed in the attached corrigendum, all other particulars and details of the Notice of Extra-Ordinary General Meeting shall remain unchanged. This corrigendum shall be read with the Notice dated March 14, 2023 together with explanatory statement. This corrigendum will also be available on the Company’s website viz. www.apollopipes.com, and on the website of National Stock Exchange of India Limited viz. www.nseindia.com and BSE Limited viz. www.bseindia.com.
You are requested to take the same on your record.
Thanking you, Yours faithfully, For Apollo Pipes Limited
ANKIT Digitally signed by ANKIT SHARMA SHARMA Date: 2023.04.11 18:31:34 +05'30'
Ankit Sharma Company Secretary & Compliance Officer
Place: New Delhi
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Dear Shareholder,
This is in continuation to the Notice of Extra Ordinary General Meeting dated March 14, 2023 containing, inter alia, the following resolution(s):
| Agenda Item No. |
Type of Resolution | Particulars |
|---|---|---|
| 3. | Special Resolution | Preferential Issue of upto 47,20,000 Fully Convertible Warrants To the persons belonging to Promoter and Non-promoter category. |
The remote e-voting period commenced on 10[th] April 2023 at 10:00 A.M. and shall end on 12[th] April 2023 at 5:00 P.M. (“Voting Period”) both days inclusive, via e-voting platform facilitated by Central Depository Services Limited (“Authorized Agency”) to provide remote e-voting facility to all the members of the Company, who had registered their email addresses with the Company or depository(ies)/ depository participants as on April 06, 2023 (“cut-off date”).
- The Shareholders are hereby apprised that pursuant to the direction given by National Stock Exchange of India Limited (“NSE”), the Company has obtained revised Valuation Report dated March 27, 2023 (“Valuation Report”) , wherein the price as per the Market Price Method was recomputed and accordingly the price as per the valuation report was increased from Rs. 312.57/to Rs. 322.61/-.
The Finance Committee has taken note of the revised Valuation report in their meeting dated April 11, 2023 and noted that the Issue Price of Rs. 550/- per Warrant (after considering the revised price as per valuation report) remains the same.
With regard to the above, the shareholders are requested to take note of the following and require their immediate action:
1. For the shareholders who have not yet voted on the resolution as set out at Item No. 3:
- The shareholders of the Company, who are entitled to vote in the said resolution are requested to take note of the above-mentioned information and the Corrigendum issued on the specific request of NSE for determination of Issue Price, and vote accordingly by on 12th April 2023 at 5:00 P.M. (being the last date of e-voting).
2. For the shareholders who have already voted on the resolution as set out at Item No. 3:
The shareholders who have already voted in the said resolution and wish to change/ modify their votes on account of the above-mentioned information, can choose from one of the following options and send the same from your registered email to [email protected], i.e.,
the Scrutinizer’s mail id, within 48 hours from the receipt of this email i.e. by April 13, 2023 (“Response Period”):
-
I vote in favour of the Resolution
-
I vote against the Resolution
Please note that response received from your registered email id, will only be considered valid and if no response is received from you till the expiry of the Response Period, then the original vote cast by you would continue to be effective and valid.
A Corrigendum to the Notice is attached for your reference. Rest all contents of the EGM Notice remains the same.
For Apollo Pipes Limited
ANKIT Digitally signed by ANKIT SHARMA SHARMA Date: 2023.04.11 18:32:10 +05'30'
Ankit Sharma
Company Secretary & Compliance Officer
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CORRIGENDUM TO NOTICE OF EXTRA ORDINARY GENERAL MEETING
Dear Members,
Apollo Pipes Limited had issued a Notice of Extra Ordinary General Meeting dated March 14, 2023 for seeking approval of members for certain agenda item(s). The Notice has already been circulated to all the Shareholders of the Company on March 17, 2023 in due compliance with the provisions of the Companies Act, 2013 read with rules made thereunder.
The Company through this communication wishes to bring to the notice of the Shareholders, following changes in the said Notice of Extra Ordinary General Meeting:
Changes to the Explanatory Statement to Item No. 3:
Clause (ii) of Point No. XI “Issue Price and Relevant Date” to be read as under:
- “b) The Articles of Association of Company mandate for determining the issue price by the valuation report of a registered valuer. Accordingly, the Company has obtained Valuation report dated March 14, 2023 and a revised report dated March 27, 2023 from Mr. Ankush Garg, an Independent Registered Valuer (Registration No.: IBBI/RV/02/2018/10010). The price determined through the revised valuation report is ₹ 322.61/- per Warrant. The original report along with the revised report is available on the website of the Company at www.apollopipes.com.
All other particulars and details remain unchanged. This Corrigendum to the Notice of Extra Ordinary General Meeting shall form an integral part of the Notice of Extra Ordinary General Meeting which has already been circulated to shareholders of the Company and on and from the date hereof, the Notice of Extra Ordinary General Meeting shall always be read in conjunction with this Corrigendum. This Corrigendum is also available on the website of the stock exchanges i.e., BSE at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com and on the website of the Company at www.apollopipes.com. This Corrigendum is also being sent electronically to all the registered shareholders as on the cut-off date, i.e., 10[th] March, 2023. Rest all contents of the EGM Notice remains the same.
For Apollo Pipes Limited
Place: Delhi Date: April 11, 2023
ANKIT Digitally signed by ANKIT SHARMA SHARMA Date: 2023.04.11 18:32:34 +05'30' Ankit Sharma Company Secretary