Apt Packaging Ltd — Regulatory Filings 2023

Aug 15, 2023

CIN L24100MH1980PLC022746

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To,

Dt. 15[th] August, 2023

DEPARTMENT OF CORPORATE SERVICES BSE LIMITED. PHIROZE JEEJEEBHOY TOWERS, DALAL STREET, MUMBAI — 400001

Scrip Code: 506979_APT Packaging Ltd

Sub: OUTCOME OF THE MEETING OF THE BOARD OF DIRECTORS (“BOARD”) OF APT PACKAGING LIMITED (“COMPANY”) HELD ON 14[TH] AUGUST, 2023 IN COMPLIANCE WITH REGULATIONS 31A(8) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, AS AMENDED (LISTING OBLIGATIONS)

Ref: Our intimation dated 14[th] August, 2023 informing the request from few members of ‘Promoters/ Promoter Group’ seeking reclassification of their shareholding to ‘Public’ category.

Dear Sir/Madam,

Pursuant to the provisions of Regulations 31A(8) of the Listing Regulations, we wish to inform you that the Board, at its meeting held on 14[th] August, 2023, has inter alia considered and approved the respective request letters received from under mentioned shareholders belonging to the promoters and promoter’s group of the Company, seeking re-classification from the ‘promoter and promoter group’ category to ‘public’ category shareholder in accordance with Regulation 31A of the Listing Regulations inter alia subject to approval from (a) the members of the Company in accordance with Regulation 31A(3)(a)(iii) of the Listing Regulations & (b) the stock exchanges where the equity shares of the Company are listed namely, BSE Limited.

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Sr No Name of the Person No of shares Percentage % Remarks
01. Mrs Prema Machhar 3,11,020 5.91 Promoters
02. Anil Machhar 2,31,460 4.40 Promoters
03. Mrs Kiran Machhar 1,82,520 3.47 Promoters
04. Mr Utsav Machhar 80,380 1.53 Promoters
05. Ravi Krishnagopal Machhar 1,05,292 2.00 Promoters
06. Mr. Parv Machhar 61,598 1.17 Promoters
07. Garv Machhar 37,050 0.70 Promoters
08. Gautam Kabra 7,872 0.15 Promoters
09. Nawneet Machhar Huf 3,300 0.06 Promoters
10. Sunil Machhar Huf 2,900 0.06 Promoters
11. Kiran Machhar 2,240 0.04 Promoters
12. Ankit Machhar 1,950 0.04 Promoters
13. Master Garv N Machhar 1,950 0.04 Promoters
14. Master Parva R Machhar 1,950 0.04 Promoters
15. Ravi Machhar Huf 1,740 0.03 Promoters
16. Anil Machhar huf 1,300 0.02 Promoters
17. Gopikishan Machhar 228 0.004 Promoters
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As required under Regulation 31A(8) of the Listing Regulations, the extract of the minutes of the meeting of the Board approving the re-classification request is enclosed as Annexure 1. The related information/ documents regarding shareholders’ approval will be circulated by the Company in due course. Kindly take the above information on record.

We request you to take the above information on record and the same be treated as compliance under the applicable provision(s) of the Listing Regulations.

Thanking You, Yours Faithfully, for APT PACKAGING LTD

ARVIND Digitally signed by ARVIND KRISHAN KRISHANGOPA GOPAL L MACHHAR Date: MACHHA 2023.08.15 R 19:57:14 +05'30'

ARVIND MACHHAR MANAGING DIRECTOR DIN:- 00251843

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ANNEXURE – I

CERTIFIED TRUE COPY OF THE EXTRACT OF THE MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF APT PACKAGING LIMITED HELD ON 14[TH] AUGUST, 2023 AT THE OFFICE OF THE COMPANY SITUATED AT OFFICE NO 251, SECOND FLOOR, GOLDEN CITY CENTRE, NEAR PROZONE MALL, CHIKALTHANA, AURANGABAD – 431007 AT 04.00 PM

18. A:- TO CONSIDER AND APPROVE THE REQUESTS RECEIVED FROM PROMOTERS AND PROMOTERS GROUP OF THE COMPANY FOR RE-CLASSIFICATION FROM PROMOTER CATEGORY TO PUBLIC CATEGORY:-

The Board was informed that few promoters of the company requested the Company for re-classification of their shareholding from Promoter & Promoter Group Category to public Category.

The Board was also informed about the rationale for such re-classification that the outgoing promoter is no way related to any of the business carried out by the Company. Further they are not engaged in the management or day to day affairs of the Company and also do not have any right either to appoint any Director of the Company or an ability to control the management or policy decisions of the Company in any manner whatsoever including by virtue of their shareholding and that none of their act would influence the decision taken by the Company.

Further the Board was also briefed that all the requested promoters mentioned in their respective requests that they are satisfying all the conditions specified in sub clause (i) to (vii) of clause (b) of sub regulation 3 of Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations') and also confirmed that at all times from the date of such re-classification they will continue to comply with conditions mentioned in sub-clauses (i), (ii) and (iii) of Clause (b) of subregulation 3 of Regulation 31A and shall also comply with conditions mentioned at Sub- clause (iv) and (v) of clause (b) of Sub- regulation (3) of Regulation 31A of the Listing Regulations for a period of not less than three years from the date of such reclassification, failing which they will automatically be reclassified as promoter/promoter group.

Accordingly, on the basis of the rationale and the confirmation provided by them in accordance with provisions of Regulation 31A of the Listing Regulations the Board was of the view that the above mentioned requests for reclassification of name be accepted and approved by the Board of Directors of the Company, which will be subject to the approval of Members of the company, BSE Limited and/or such other approval, if any, as may be necessary in this regard. The Board was also informed that none of the Directors of the company is/are interested in this resolution.

The Board considered the matter and passed the following resolution unanimously:

“RESOLVED THAT, pursuant to the provisions of Regulation 31A of SEBI Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015 read with its Amendments, and subject to the approval of the shareholders of the Company at the ensuing Annual General Meeting, BSE Limited, and/or such other approval, if any, as may be required, the consent of the Board of Directors be and are hereby accorded to approve the reclassification of holding(s) from “Promoter category to Public category”, for the following shareholders:

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Sr No Name of the Person No of shares Percentage % Remarks
01. Mrs Prema Machhar 3,11,020 5.91 Promoters
02. Anil Machhar 2,31,460 4.40 Promoters
03. Mrs Kiran Machhar 1,82,520 3.47 Promoters
04. Mr Utsav Machhar 80,380 1.53 Promoters
05. Ravi Krishnagopal Machhar 1,05,292 2.00 Promoters
06. Mr. Parv Machhar 61,598 1.17 Promoters
07. Garv Machhar 37,050 0.70 Promoters
08. Gautam Kabra 7,872 0.15 Promoters
09. Nawneet Machhar Huf 3,300 0.06 Promoters
10. Sunil Machhar Huf 2,900 0.06 Promoters
11. Kiran Machhar 2,240 0.04 Promoters
12. Ankit Machhar 1,950 0.04 Promoters
13. Master Garv N Machhar 1,950 0.04 Promoters
14. Master Parva R Machhar 1,950 0.04 Promoters
15. Ravi Machhar Huf 1,740 0.03 Promoters
16. Anil Machhar huf 1,300 0.02 Promoters
17. Gopikishan Machhar 228 0.004 Promoters
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“RESOLVED FURTHER THAT, the Board of Directors noted that the reclassification request tabled before them, have specific mention that the aforesaid shareholders seeking reclassification from “Promoter category to Public category” are satisfying all the conditions specified in sub clause (i) to (vii) of clause (b) of sub-regulation 3 of Regulation 31A of SEBI LODR Regulations, 2015 read with its Amendments and also confirm that at all times from the date of such reclassification, they will continue to comply with conditions mentioned in sub-clauses (i), (ii) and (iii) of Clause (b) of Sub Regulations (3) of Regulation 31A and will also comply with conditions mentioned at Sub- clause (iv) and (v) of clause (b) of Sub- regulation (3) of Regulation 31A of SEBI LODR Regulations, 2015 read with its Amendments for period of not less than three years from the date of reclassification, failing which they will automatically be reclassified as Promoter as applicable.”

“RESOLVED FURTHER THAT, pursuant to the deliberations of the Board of Directors at the aforesaid Board Meeting on the reclassification request received and basis the analysis of merits of the said request and in view of the provisions of Regulation 31A of SEBI LODR Regulations,2015 read with its Amendments, and on satisfaction of the conditions (i) to (vii) specified in clause (b) of sub regulation (3) and compliance of sub-regulation (4) of Regulation 31A of SEBI LODR (Regulations, 2015 read with its Amendments, the Board of Directors are of the view that that since the outgoing promoters are not engaged in the management or day to day affairs of the Company and also do not have any right either to appoint any director of the Company or an ability to control the management or policy decisions of the Company in any manner whatsoever including by virtue of their shareholding and since none of their acts would influence the decision taken by the Company in any way, the consent of the Board of Directors be and are hereby accorded to the Company to seek approval of shareholders at the ensuing Annual General Meeting, for reclassification from “Promoter category to Public category”.

“RESOLVED FURTHER THAT, on approval of the same by the shareholders, application be made by the Company to BSE Limited and/or to any other authority for their approval, as may be necessary to give effect to this resolution ”.

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“RESOLVED FURTHER THAT, Shri. Arvind Machhar, Managing Directors of the Company be and is hereby severally authorized to sign applications, papers, documents etc. and to do all such acts, deeds, matters and things as it may, in their absolute discretion, deem necessary or desirable and to settle any questions, difficulty or doubt that may arise in order to give effect to the above resolution for and on behalf of the Company.”

CERTIFIED TRUE COPY

for APT PACKAGING LTD

ARVIND KRISHAN Digitally signed by ARVIND GOPAL KRISHANGOPAL MACHHAR MACHHA Date: 2023.08.15 19:57:34 +05'30' R

ARVIND MACHHAR MANAGING DIRECTOR DIN:- 00251843