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Ganga Forging Limited — Proxy Solicitation & Information Statement 2023
Jun 23, 2023
62000_rns_2023-06-23_0f7d6f02-1e1d-44c4-80bd-898bed45ff66.pdf
Proxy Solicitation & Information Statement
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GANGA FORGING LIMITED
[CIN: L28910GJ1988PLC011694]
Registered Office: Survey No. 55/1 P6/P1/P1, Near Shree Stamping, Village: Sadak-Pipaliya, Tal: Gondal, Dis: Rajkot 360311, Gujarat, India Email : [email protected], [email protected] URL : www.gangaforging.com Phone : +91 84600 00435 Fax : 02827 - 252208
Ref: GANGAFORGE/NSE/Reg. 30/Intimation/Addendum to Notice of EOGM June 23, 2023
To,
National Stock Exchange of India Limited
Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra Mumbai - 400 051.
Symbol: GANGAFORGE
- Subject: Addendum to Notice for convening of an Extra Ordinary General Meeting of the members of the company (“EOGM”) Reference: Letter vide ref. no. GANGAFORGE/NSE/Reg 30/Intimation/EOGM dated 17[th] June, 2023
Dear Sir,
In continuation to our letter vide ref. no. GANGAFORGE/NSE/Reg 30/Intimation/EOGM dated 17[th] June, 2023, whereby the company had submitted the Notice of Extra Ordinary General Meeting to be held on Friday, 07[th] July, 2023, we are enclosing herewith Addendum to the Notice of EOGM.
This is for your information and records.
Thanking You,
Yours faithfully,
For Ganga Forging Limited
Vaghasiya Drashti Arvindbhai Digitally signed by Vaghasiya Drashti Arvindbhai DN: c=IN, o=Personal, 2.5.4.20=632cc053ff4ee270dadbaed53beceb425bbc0b37d7d367643c5a5b192a6718b9, postalCode=362120, st=Gujarat, serialNumber=66bbce406b59cfe034e6a1907bdbc12abee93bec8110280636cdab1554a44fa7, cn=Vaghasiya Drashti Arvindbhai Date: 2023.06.23 18:07:33 +05'30'
(CS Drashti Vaghasiya) Company Secretary & Compliance Officer [Membership No. A58976]
GANGA FORGING LIMITED [CIN: L28910GJ1988PLC011694]
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Registered Office: Survey No. 55/1 P6/P1/P1, Near Shree Stamping, Village: Sadak-Pipaliya, Tal: Gondal, Dis: Rajkot 360311, Gujarat, India Email : [email protected], [email protected] URL : www.gangaforging.com Phone : +91 84600 00435 Fax : 02827 - 252208
22[nd] June, 2023
To, Shareholders Ganga Forging Limited
Subject: Addendum to Notice of Extra Ordinary General Meeting (“EGM”) dispatched on 15[th] June, 2023 Reference: Notice of EGM dated 06[th] June, 2023 sent through email on 15[th] June, 2023.
Dear Sir/Madam,
With reference to captioned subject matter, the company had dispatched the Notice of Extra Ordinary General Meeting on 15[th] June, 2023 for convening the EGM on Friday, 07[th] July, 2023. Further there being some additional information which is being disclosed in connection with the said Notice of EOGM, we are enclosing herewith Addendum to the Notice of EGM.
The members are requested to take note of the addendum and to read the same in conjunction with the Notice of EGM. The members are also requested to note that except for the changes enclosed in the addendum, all other information in the notice of EGM remains unchanged. We further clarify that there are no changes in the Business Items /Agenda Items in the EGM Notice sent earlier to Shareholders/Stock Exchange.
Thanking You,
Yours faithfully,
For, Ganga Forging Limited
Sd/Drashti Vaghasiya Company Secretary & Compliance Officer [Membership No. A58976]
GANGA FORGING LIMITED [CIN: L28910GJ1988PLC011694] Registered Office: Survey No. 55/1 P6/P1/P1, Near Shree Stamping, Village: Sadak-Pipaliya, Tal: Gondal, Dis: Rajkot 360311, Gujarat, India Email : [email protected], [email protected] URL : www.gangaforging.com Phone : +91 84600 00435 Fax : 02827 - 252208
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ADDENDUM TO THE NOTICE OF EXTRA ORDINARY GENERAL MEETING DATED 06[th] JUNE, 2023
1. Additional information in Explanatory Statement to Item No. 4 in the Notice of EGM
- Point No. 3 of the Explanatory Statement shall be substituted and read as below:
The pricing of the equity shares to be allotted on conversion of warrants on preferential basis shall not be lower than the price determined in accordance with the Chapter V of SEBI (ICDR) Regulations 2018 and applicable law.
The issue of equity shares arising out of exercise of warrants issued on preferential basis shall be made at a price not less than higher of the following or as per the law prevailing at the time of allotment of warrants:
-
90 trading days volume weighted average price (VWAP) of the scrip preceding the relevant date; Rs. 4.46/- per warrant
-
10 trading days volume weighted average price (VWAP) of the scrip preceding the relevant date; Rs. 5.19/- per warrant
-
The price determined by the valuation report dated 07[th] June, 2023 issued by CS Barkha Deshmukh, IBBI Registered Valuer (Registration no. IBBI/RV/03/2022/14974): Rs. 5.19/- per warrant
We also confirm that the Articles of Association do not contain any restrictive provision for Preferential Allotment and doesn’t contain any article which provides for particular method for determination of price in case of preferential issue.
The Board has rounded off the price Rs. 5.19/- on a higher side as Rs. 5.20/- and proposed to issue the warrant at a price of Rs. 5.20/- per warrant, which is not less than the above floor price determined in accordance with SEBI ICDR Regulations, 2018.
Report of Independent Registered Valuer:
The Company has proposed preferential issue to certain allottees, which may result in allotment of more than five (5) percent of the post issue fully diluted share capital of the Issuer to allottees and accordingly the Company has to obtain the Valuation Report from Independent Registered Valuer. The CS Barkha Deshmukh, IBBI Registered Valuer has been appointed to provide valuation report as per the SEBI (ICDR) Regulations, 2018. The price shall be determined in accordance with the Chapter V of SEBI (ICDR) Regulations 2018 as on Relevant date i.e. Wednesday, 07[th] June, 2023 and also in accordance with Regulation 166A(1) of the ICDR Regulations.
[CIN: L28910GJ1988PLC011694]
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GANGA FORGING LIMITED
Registered Office: Survey No. 55/1 P6/P1/P1, Near Shree Stamping, Village: Sadak-Pipaliya, Tal: Gondal, Dis: Rajkot 360311, Gujarat, India Email : [email protected], [email protected] URL : www.gangaforging.com Phone : +91 84600 00435 Fax : 02827 - 252208
Therefore, the Board shall fix the issue price more than the price to be derived by the Registered Valuer, which would not be lower than the floor price to be determined in compliance with applicable provisions of SEBI (ICDR) Regulations
The Valuation Report which shall be received from Independent Valuer i.e. Barkha Deshmukh, IBBI Registered Valuer (Registration no. IBBI/RV/03/2022/14974) having office at L-02, 806, Malkans Society, Jijamata Chowk, Sector-10, Ghansoli- 400 701, Navi Mumbai, in terms of Regulation 166A of the SEBI (ICDR) Regulations is also available/disseminated on the website of the Company at www.gangaforging.com
Further, as per valuation report received from the registered valuer dated 07[th] June, 2023 and addendum to the valuation report dated 21[st] June, 2023, providing valuation of equity shares using all the methods of valuation i.e. Cost Approach – Net Asset Value, Market Approach, Income Approach, valuer has recommended Rs. 5.19/- (Rupees Five and Nineteen Paisa Only) as the Floor price of the Equity Share of the Company.
Further, we confirm that even after considering the addendum to Valuation Report there is no change in pricing of shares as provided in Valuation Report dated 07[th] June, 2023.
- In Point No. 8 of the Explanatory Statement, column for current status of the allottee’s is added and the table now shall be read as under:
| Sr. No |
Name of investor | Pre- Prefere ntial Issue, holdin g if any |
Current Status/Categ ory/ Class of the allottee |
Post allotment of securities - outcome of the subscripti on (No. of Warrants) |
Percentage* of post preferential offer capital** |
Proposed Status/Category / Class: Promoters (Including Promoter Group) or Non- Promoter |
|---|---|---|---|---|---|---|
| 1. | Harsh Manishbhai Nar | Nil | Promoter Group |
1,25,00,000 | 8.01% | Promoter Group |
| 2. | Prem Rakeshbhai Patel | Nil | Promoter Group |
1,25,00,000 | 8.01% | Promoter Group |
| 3. | Swetsam Stock Holding Private Limited |
Nil | Non- Promoter |
50,00,000 | 3.21% | Non-Promoter |
| 4. | Mangroliya Alakh Vasantbhai |
Nil | Non- Promoter |
50,00,000 | 3.21% | Non-Promoter |
| 5. | Rupareliya Prachi Hitesh |
Nil | Non- Promoter |
10,25,000 | 0.66% | Non-Promoter |
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GANGA FORGING LIMITED
[CIN: L28910GJ1988PLC011694]
Registered Office: Survey No. 55/1 P6/P1/P1, Near Shree Stamping, Village: Sadak-Pipaliya, Tal: Gondal, Dis: Rajkot 360311, Gujarat, India
Email : [email protected], [email protected] URL : www.gangaforging.com Phone : +91 84600 00435 Fax : 02827 - 252208
| 6. | Rupareliya Lalitaben Kurjibhai |
Nil | Non- Promoter |
10,25,000 | 0.66% | Non-Promoter |
|---|---|---|---|---|---|---|
| 7. | Kurjibhai Premjibhai Rupareliya |
Nil | Non- Promoter |
10,25,000 | 0.66% | Non-Promoter |
| 8. | Henil P Rupareliya | Nil | Non- Promoter |
6,25,000 | 0.40% | Non-Promoter |
| 9. | Ravi Natvarlal Rupareliya |
Nil | Non- Promoter |
6,25,000 | 0.40% | Non-Promoter |
| 10. | Shah ChiragD | Nil | Non- Promoter |
6,25,000 | 0.40% | Non-Promoter |
| 11. | Viren Babulal Shah | Nil | Non- Promoter |
6,25,000 | 0.40% | Non-Promoter |
| 12. | Ramani Avani Hiteshbhai |
Nil | Non- Promoter |
6,25,000 | 0.40% | Non-Promoter |
| 13. | Aakash Prakash Shah | Nil | Non- Promoter |
6,25,000 | 0.40% | Non-Promoter |
| 14. | Harsaben Tejashbhai Joshi |
Nil | Non- Promoter |
6,25,000 | 0.40% | Non-Promoter |
| 15. | Joshi Pallavi S | Nil | Non- Promoter |
6,25,000 | 0.40% | Non-Promoter |
| 16. | Anil Sagarmalji Kothari |
Nil | Non- Promoter |
6,25,000 | 0.40% | Non-Promoter |
| 17. | Namrata Abhishek Mehta |
Nil | Non- Promoter |
6,25,000 | 0.40% | Non-Promoter |
| 18. | Anita Gupta | Nil | Non- Promoter |
6,25,000 | 0.40% | Non-Promoter |
| 19. | Richi Bansal | Nil | Non- Promoter |
6,25,000 | 0.40% | Non-Promoter |
| 20. | Jayesh Sharadchandra Kamdar |
Nil | Non- Promoter |
4,20,000 | 0.27% | Non-Promoter |
| 21. | Ramaben Rameshbhai Gajera |
Nil | Non- Promoter |
4,15,000 | 0.27% | Non-Promoter |
| 22. | Rameshbhai Arjanbhai Gajera |
Nil | Non- Promoter |
4,15,000 | 0.27% | Non-Promoter |
| 23. | Riddhi Rahul Bhanushali |
Nil | Non- Promoter |
3,12,500 | 0.20% | Non-Promoter |
| 24. | AkarshiJaiswal | Nil | Non- Promoter |
3,12,500 | 0.20% | Non-Promoter |
| 25. | Ajit Singh Sheoran | Nil | Non- Promoter |
2,50,000 | 0.16% | Non-Promoter |
| 26. | Parveen Kumar | Nil | Non- Promoter |
2,50,000 | 0.16% | Non-Promoter |
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GANGA FORGING LIMITED
[CIN: L28910GJ1988PLC011694]
Registered Office: Survey No. 55/1 P6/P1/P1, Near Shree Stamping, Village: Sadak-Pipaliya, Tal: Gondal, Dis: Rajkot 360311, Gujarat, India Email : [email protected], [email protected] URL : www.gangaforging.com Phone : +91 84600 00435 Fax : 02827 - 252208
| 27. | MiteshJogani | Nil | Non- Promoter |
2,50,000 | 0.16% | Non-Promoter |
|---|---|---|---|---|---|---|
| 28. | Krina MiteshJogani | Nil | Non- Promoter |
2,50,000 | 0.16% | Non-Promoter |
| 29. | Rupareliya Nilam | Nil | Non- Promoter |
1,75,000 | 0.11% | Non-Promoter |
| 30. | Dave Nirbhaybhai Dhruvbhai |
Nil | Non- Promoter |
1,25,000 | 0.08% | Non-Promoter |
| 31. | Sumi Maheshbhai Korat |
Nil | Non- Promoter |
1,25,000 | 0.08% | Non-Promoter |
| 32. | Pipaliya Binaben V | Nil | Non- Promoter |
1,25,000 | 0.08% | Non-Promoter |
| 33. | Savaliya Varsha Jasminbhai |
Nil | Non- Promoter |
1,25,000 | 0.08% | Non-Promoter |
| 34. | Paresh Chhaganbhai Babariya |
Nil | Non- Promoter |
1,25,000 | 0.08% | Non-Promoter |
| 35. | Rupareliya Meenaben Deepakbhai |
Nil | Non- Promoter |
1,25,000 | 0.08% | Non-Promoter |
| 36. | Desai Mita Dipak | Nil | Non- Promoter |
1,25,000 | 0.08% | Non-Promoter |
| 37. | Nirav Amrutlal Tanti | Nil | Non- Promoter |
1,25,000 | 0.08% | Non-Promoter |
| 38. | Ashwin D Limbasia (HUF) |
Nil | Non- Promoter |
1,25,000 | 0.08% | Non-Promoter |
| 39. | Ashima Sheoran | Nil | Non- Promoter |
1,25,000 | 0.08% | Non-Promoter |
| 40. | Akansha Singh | Nil | Non- Promoter |
1,25,000 | 0.08% | Non-Promoter |
| Total | - | 5,00,00,000 |
For, Ganga Forging Limited
Sd/-
Rakesh Patel
Managing Director [DIN: 00510990]
Signed on 22[nd] June, 2023 at Sadak Pipaliya, Rajkot