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Jaihind Synthetics Ltd. — Proxy Solicitation & Information Statement 2025
Apr 16, 2025
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Proxy Solicitation & Information Statement
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JAIHIND SYNTHETICS LTD CIN: L17120MH1986PLC040093 103, Shreenath Sai Ddarshan, Datapada Road, Borivali (W), Mumbai- 400092 Tel: +022-28676010 | E-mail: [email protected]
ADDENDUM TO THE NOTICE OF EXTRA-ORDINARY GENERAL MEETING HELD ON DECEMBER 16 ,2024
This Addendum to the Notice of Extra-Ordinary General Meeting (EGM) held on December 16, 2024, issued by the company and following Addendum should be read in continuation of and in conjunction with Notice of EGM dated November 22, 2024:
I, Dinesh Doshi , the Director of Company (DIN: 07789377), do hereby clarify that, as per the In-principle Approval received from the BSE dated October 21, 2024, regarding the proposed reduction of share capital, it was specified that points “h” and “i” should be included in the explanatory statement of the notice sent to shareholders for conducting the Extraordinary General Meeting (EGM) dated December 16, 2024.
1. Details of assets, liabilities, net worth, and revenue of the Company, pre and post scheme.
Reply : The information regarding the details of assets, liabilities, net worth, and revenue of the Company, both prior to and subsequent to the implementation of the scheme, has been explicitly specified in the Scheme of Arrangement for the Proposed Reduction of Share Capital.
Furthermore, the Scheme has been made readily accessible and available for inspection by all shareholders, thereby ensuring complete transparency and compliance.
Equity share capital structure
| Particulars | No. of Shares |
Rs. |
|---|---|---|
| Share Capital before issuing share warrants |
48,00,000 | 4,80,00,000 |
| Less: Calls in Arrears | -3,25,000 | |
| Total(A)before issuingshare warrants | 47,6,75,000 | |
| + converted fully Subscribed warrants into Equity shares |
15,20,000 | 1,52,00,000 |
| + converted inadvertently warrants into Equity shares |
22,26,598 | 2,22,65,980 |
| Total(B) Pre- Exitingshare Capital | 85,46,598 | 8,51,40,980 |
| Proposed reduction of share capital | ||
| - Reduction of inadvertent allotment into Equityshares |
22,26,598 | 2,22,65,980 |
| Total(C) Post- Equityshare Capital | 63,20,000 | 6,28,75,000 |
Reserves and Surplus
| Particulars | As on December 31, 2023 – Pre |
Proposed reduction | As on December 31, 2023 – Post |
|---|---|---|---|
| Investment allowance reserve |
69,351 | 69,351 | |
| Share Premium | 6,83,75,414 | 4,06,35,414 | 2,77,40,000 |
| Surplus (Profit & Loss Account) |
-41,86,198 | -41,86,198 | |
| Add: debit from Equity Share Capital for the inadvertent allotment |
2,22,65,980 | ||
| Capital Reduction |
6,29,01,394 | 6,29,01,394 |
JAIHIND SYNTHETICS LTD CIN: L17120MH1986PLC040093 103, Shreenath Sai Ddarshan, Datapada Road, Borivali (W), Mumbai- 400092 Tel: +022-28676010 | E-mail: [email protected]
| Reserve | |||
|---|---|---|---|
| Total | 6,82,58,567 | 8,65,24,547 |
2. Impact of the scheme on the revenue-generating capacity of the Company.
Reply: This aspect has been addressed in the explanatory statement forming part of the EGM notice.
The proposed scheme involves a reduction in the Company’s share capital, but it will not require the Company to discharge any consideration in the form of cash, shares, or any other assets to its shareholders. As a result, the equity shareholders’ interests will not be adversely affected by this scheme. The shares in question were allotted inadvertently, and the scheme merely addresses the reduction of capital without any corresponding payment or compensation to shareholders.
Therefore, this action will not have a negative impact on the revenue-generating capacity of the Company, as no financial outflow is involved.
“It shall not entail any discharge of consideration by the Company in form of cash, shares or otherwise to the shareholders as against the proposed reduction of share capital. Hence, the interest of the equity shareholders is not adversely affected.”
3. Need and rationale of the scheme, impact on shareholders, and cost-benefit analysis.
Reply: These points have been covered in the explanatory statement forming part of the EGM notice.
“Section 66 of the Companies Act, 2013 states that a Company, may, by a special resolution, the Board of Directors hereby authorised to reduce the issued, subscribed and paid-up capital of the Company from 85,46,598 equity shares be reduced to 63,20,000 equity shares, the amount by which the equity capital is so reduced being inadvertently allotted and that such reduction be effected by cancelling and extinguishing 22,26,598 issued and subscribed equity shares.
It shall not entail any discharge of consideration by the Company in form of cash, shares or otherwise to the shareholders as against the proposed reduction of share capital. Hence, the interest of the equity shareholders is not adversely affected.”
4. Complete chronology of events since the issuance of warrants on July 05, 2011, until filing the current Scheme of Arrangement with BSE.
Reply: This chronology of events since the issuance of warrants on July 05, 2011, until filing the current Scheme of Arrangement with BSE has been provided in the explanatory statement forming part of the EGM notice.
“The Company had issued 95,03,000 warrants convertible into equity shares to the promotes and non-promoters on preferential basis at a price of Rs. 28.25 per share on 05/07/2011 and received 25% of total value i.e. Rs. 6,71,14,938 and the balance 75% of value were paid by the holders of the 15,20,000 warrants only. Thereafter, the Company in its meeting held on January 16, 2013, allotted 37,46,598 equity shares wherein 15,20,000 shares allotted to the warrant holders who have paid 100% consideration and 22,26,598 shares allotted inadvertently on a proportionate basis against receipt of minimum 25% of value for 79,83,000 warrants held. However, the Company was required to forfeit the amount and warrants as holders of the 79,83,000 warrants didn’t paid entire amount.
on November 23, 2022, the BSE approved listing of 15,20,000 equity shares and due to delay in receiving listing approval from BSE with respect to warrant holders who have paid 100%, the Company couldn’t correct the register of Member and capital structure for 22,26,598 shares which were allotted inadvertently.
Please find below the details of 22,26,598 shares which were allotted inadvertently:
JAIHIND SYNTHETICS LTD CIN: L17120MH1986PLC040093
103, Shreenath Sai Ddarshan, Datapada Road, Borivali (W), Mumbai- 400092 Tel: +022-28676010 | E-mail: [email protected]
| Name | Promoter/ Public |
Warrant allotted |
25% amount received |
Equity allotted upon conversion of warrants |
Total amount received |
Actual amount to be received at time converted |
% of subscript ion |
|---|---|---|---|---|---|---|---|
| Jaysukh.J.Doshi | Public | 18,50,000 | 1,30,65,625 | 4,62,500 | 1,30,65,625 | 52262500 | 25% |
| Mr. Ajit .V. Vasani | Promoter | 4,12,766 | |||||
| 7,27,667 | 51,39,149 | 1,16,60,649 | 20556592.75 | 56.95% | |||
| Meghal .A.Vasani | Promoter | 7,27,667 | 51,39,127 | 1,81,916 | 51,39,127 | 20556592.75 | 25% |
| Jagruti .A.Vasani | Promoter | 7,27,666 | 51,39,127 | 1,81,916 | 51,39,127 | 20556564.5 | 25% |
| Nirmala.M.Bhalani | Public | 7,00,000 | 49,43,750 | 1,75,000 | 49,43,750 | 19775000 | 25% |
| Pirmal.B.Gandhi | Public | 19,00,000 | 1,34,18,750 | 4,75,000 | 1,34,18,750 | 53675000 | 25% |
| Balkrishna.k.Mavi | Public | 9,00,000 | 63,56,250 | 2,25,000 | 63,56,250 | 25425000 | 25% |
| Rakesh.j.Kothari | Public | 4,50,000 | 31,78,125 | 1,12,500 | 31,78,125 | 12712500 | 25% |
| Total (A) | 79,83,000 | 5,63,79,903 | 22,26,598 | 6,29,01,403 | 22,55,19,750 | ||
Thereafter, the Company had applied with BSE (Stock Exchange) in order to take Inprinciple approval under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, (LODR Regulations). BSE vide its letter dated 21.10.2024 issued No Objection Letters to the proposal of afore-said Reduction of Capital for the aforesaid inadvertent allotment. The Company had also taken fairness opinion from Kunvarji Finstock Private Limited, SEBI Authorized Merchant Banker, on proposed Reduction of Capital.
An electronic copy of the No Objection Letters from BSE along with fairness opinion is available for inspection. For inspection, the Members are requested to send a request through an email on [email protected] in with Depository participant ID and Client ID or Folio number.
Section 66 of the Companies Act, 2013 states that a Company, may, by a special resolution, the Board of Directors hereby authorised to reduce the issued, subscribed and paid-up capital of the Company from 85,46,598 equity shares be reduced to 63,20,000 equity shares, the amount by which the equity capital is so reduced being inadvertently allotted and that such reduction be effected by cancelling and extinguishing 22,26,598 issued and subscribed equity shares.”
5. Reasons for the inadvertent issue of 22,26,598 shares now being canceled through the reduction of capital, along with reasons for non-listing of such shares.
Reply: These details have been included in the explanatory statement forming part of the EGM notice.
“The Company had issued 95,03,000 warrants convertible into equity shares to the promotes and non-promoters on preferential basis at a price of Rs. 28.25 per share on 05/07/2011 and received 25% of total value i.e. Rs. 6,71,14,938 and the balance 75% of value were paid by the holders of the 15,20,000 warrants only. Thereafter, the Company in its meeting held on January 16, 2013, allotted 37,46,598 equity shares wherein 15,20,000 shares allotted to the warrant holders who have paid 100% consideration and 22,26,598 shares allotted inadvertently on a proportionate basis against receipt of minimum 25% of value for 79,83,000 warrants held. However, the Company was required to forfeit the amount and warrants as holders of the 79,83,000 warrants didn’t paid entire amount.
on November 23, 2022, the BSE approved listing of 15,20,000 equity shares and due to delay in receiving listing approval from BSE with respect to warrant holders who have paid 100%, the Company couldn’t correct the register of Member and capital structure for 22,26,598 shares which were allotted inadvertently.
Thereafter, the Company had applied with BSE (Stock Exchange) in order to take Inprinciple approval under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, (LODR Regulations). BSE vide its letter dated 21.10.2024 issued No Objection Letters to the proposal of afore-said
JAIHIND SYNTHETICS LTD CIN: L17120MH1986PLC040093 103, Shreenath Sai Ddarshan, Datapada Road, Borivali (W), Mumbai- 400092 Tel: +022-28676010 | E-mail: [email protected]
Reduction of Capital for the aforesaid inadvertent allotment. The Company had also taken fairness opinion from Kunvarji Finstock Private Limited, SEBI Authorized Merchant Banker, on proposed Reduction of Capital.”
6. The shares which are being cancelled as a part of instant scheme were never traded subsequent to their issuance nor were they transferred to any other person by original allottee subsequent to issue.
Reply: The primary table specified in the Scheme outlines the list of amounts received from warrant holders whose equity shares, inadvertently allotted, are subject to reduction by forfeiture. This table has been consistently presented in the notice and all related disseminations. The shares listed therein are specifically those subject to reduction or forfeiture. Consequently, it is implied that these shares were neither traded nor transferred. In the event of any trade or transfer, the shareholder names would have undergone modifications, thereby necessitating corresponding updates to the table. Given that the table has remained unchanged throughout, it is inferred that the shares in question were neither traded nor transferred. Kindly take note of this clarification.
| Name | Promoter/ Public |
Warrant allotted |
25% amount received |
Equity allotted upon conversion of warrants |
Total amount received |
Actual amount to be received at time converted |
% of subscripti on |
|---|---|---|---|---|---|---|---|
| Jaysukh.J.Doshi | Public | 18,50,000 | 1,30,65,625 | 4,62,500 | 1,30,65,625 | 52262500 | 25% |
| Mr. Ajit .V. Vasani | Promoter | 7,27,667 | 51,39,149 | 4,12,766 | 1,16,60,649 | 20556592.75 | 56.95% |
| Meghal .A.Vasani | Promoter | 7,27,667 | 51,39,127 | 1,81,916 | 51,39,127 | 20556592.75 | 25% |
| Jagruti .A.Vasani | Promoter | 7,27,666 | 51,39,127 | 1,81,916 | 51,39,127 | 20556564.5 | 25% |
| Nirmala.M.Bhalani | Public | 7,00,000 | 49,43,750 | 1,75,000 | 49,43,750 | 19775000 | 25% |
| Pirmal.B.Gandhi | Public | 19,00,000 | 1,34,18,750 | 4,75,000 | 1,34,18,750 | 53675000 | 25% |
| Balkrishna.k.Mavi | Public | 9,00,000 | 63,56,250 | 2,25,000 | 63,56,250 | 25425000 | 25% |
| Rakesh.j.Kothari | Public | 4,50,000 | 31,78,125 | 1,12,500 | 31,78,125 | 12712500 | 25% |
| Total (A) | 79,83,000 | 5,63,79,903 | 22,26,598 | 6,29,01,403 | 22,55,19,750 | ||
7. Company shall ensure that applicable additional information, if any, to be submitted to SEBI along with draft scheme of arrangement and the list of documents requested via Query no. 32 dated March 01, 2024, shall form part of disclosures to the shareholders.
| Sr no. | Particulars | Remarks |
|---|---|---|
| 32(a) | In cases of Demerger, Apportionment of losses of the listed company among the companies involved in the scheme. |
N/A. The company is not under demerger scheme. |
| 32(b) | Details of assets, liabilities, revenue and net worth of the Companies involved in the scheme, both pre and post scheme of arrangement, along with a write up on the history of the demerged undertaking/Transferor Company certified by Chartered Accountant (CA). |
N/A. The company is not under demerger scheme. |
| 32(c) | Any type of arrangement or agreement between the demerged company/resulting company/merged/amalgamated company/ creditors / shareholders / promoters / directors/etc., which may have any implications on the scheme of arrangement as well as on the shareholders of listed entity. |
N/A. The company is not under demerger scheme. |
| 32(d) | Reasons along with relevant provisions of Companies Act, 2013 or applicable laws for proposed utilization of reserves viz. Capital Reserve, Capital Redemption Reserve, Securities premium, as a free reserve,certified byCA. |
Attached |
JAIHIND SYNTHETICS LTD CIN: L17120MH1986PLC040093 103, Shreenath Sai Ddarshan, Datapada Road, Borivali (W), Mumbai- 400092 Tel: +022-28676010 | E-mail: [email protected]
| 32(e) | Built up for reserves viz. Capital Reserve, Capital Redemption Reserve,Securitiespremium,certified byCA. |
Attached |
|---|---|---|
| 32(f) | Nature of reserves viz. Capital Reserve, Capital Redemption Reserve, whether theyare notional and/or unrealized,certified byCA. |
Attached |
| 32(g) | The built up of the accumulated losses over the years, certified by CA. |
Attached |
| 32(h) | Relevant sections of Companies Act, 2013 and applicable Indian AccountingStandards and Accountingtreatment,certified byCA. |
Attached |
| 32(i) | In case of Composite Scheme, details of shareholding of companies involved in the scheme at each stage, |
N/A. The company is not under composite scheme. |
| 32(j) | Whether the Board of unlisted Company has taken the decision regardingissuance of Bonus shares. Ifyesprovide the details thereof. |
N/A |
| 32(k) | List of comparable companies considered for comparable companies’ multiple method,if the same method is used in valuation. |
N/A |
| 32(l) | Share Capital built-up in case of scheme of arrangement involving unlisted entity/entities,certified byCA. m. |
N/A |
| 32(m) | Any action taken/pending by Govt./Regulatory body/Agency against all the entities involved in the scheme for theperiod of recent 8years. |
NIL |
| 32(n) | Comparison of revenue and net worth of demerged undertaking with the total revenue and net worth of the listed entity in last three financial years. |
N/A. The company is not under demerger scheme. |
| 32(o) | Detailed rationale for arriving at the swap ratio for issuance of shares as proposed in the draft scheme of arrangement by the Board of Directors of the listed company. |
N/A |
| 32(p) | In case of Demerger, basis for division of assets and liabilities between divisions of Demerged entity. |
N/A. The company is not under demerger scheme. |
| 32(q) | How the scheme will be beneficial to public shareholders of the Listed entity and details of change in value of public shareholders pre andpost scheme of arrangement. |
Attached |
| 32(r) | Tax/other liability/benefit arising to the entities involved in the scheme, if any. |
NIL |
| 32(s) | Comments of the Company on the Accounting treatment specified in the scheme to conform whether it is in compliance with the AccountingStandards/Indian AccountingStandards. |
Attached |
| 32(t) | If the Income Approach method used in the Valuation, Revenue, PAT and EBIDTA (in value and percentage terms) details of entities involved in the scheme for all the number of years considered for valuation. Reasons justifying the EBIDTA/PAT margin considered in the valuation report. |
N/A |
| 32(u) | Confirmation that the valuation done in the scheme is in accordance with applicable valuation standards. |
N/A |
| 32(v) | Confirmation that the scheme is in compliance with the applicable securities laws. |
Attached |
| 32(w) | Confirmation that the arrangement proposed in the scheme is yet to be executed. |
Attached |
JAIHIND SYNTHETICS LTD CIN: L17120MH1986PLC040093 103, Shreenath Sai Ddarshan, Datapada Road, Borivali (W), Mumbai- 400092 Tel: +022-28676010 | E-mail: [email protected]
All the attachments applicable to the Company as mentioned in the table above have been enclosed serially for your reference.
for Jaihind Synthetics Ltd,
DINESH JAYNTALAL DOSHI Digitally signed by DINESH JAYNTALAL DOSHI DN: c=IN, postalCode=400066, st=MAHARASHTRA, street=MUMBAI, l=MUMBAI, o=Personal, serialNumber=daa3db1fa2998180d82a005273da780c41fbf03e6fa69aa841fe30a0de188893, pseudonym=2fdcb459760922696220438a8b74c717, 2.5.4.20=f878a15f0672b1cdae6de02e9662e8689a4a1413204b7d3114e8b57c7027a3b6, [email protected], cn=DINESH JAYNTALAL DOSHI Date: 2025.04.16 17:48:50 +05'30'
___
Dinesh Jayantlal Doshi Director
DIN: 07789377
Date: April 16, 2025 Place: Mumbai
PSV Jain & Associates
Chartered Accountants
Office No. 105, Shree Yashwant Shopping Centre, Kasturba Road No. 7, Borivali (East), Mumbai - 400 066. Email : [email protected] Contact : 8976358144
To, The Board of Directors, JAIHIND SYNTHETICS LTD 103, Shreenath Saidarshan Datapada Road, Borivali (W), Mumbai, Maharashtra, 400066
Subject: Proposed Utilization of Capital Reduction Reserve
We, the statutory auditors of Jaihind Synthetics Ltd, (hereinafter referred to as “the Company”), have examined the documents pertaining to utilization of reserve i.e. Capital Reduction Reserve and hereby state the following:
“Capital Reduction reserve” is a type of Capital reserve which can be used for the following purpose as per all the applicable Accounting Standards notified by the Central Government under the Companies Act, 1956/ Companies Act, 2013:
-
Writing off discount on issue of shares
-
Premium on redemption of shares
-
Bonus issue of shares
-
Anything which is permissible under the Companies Act, 2013
For P S V JAIN & Associates Chartered Accountants
==> picture [160 x 62] intentionally omitted <==
CA Dularesh Kumar Jain Membership No: 137264 Place: Mumbai Date: March 12, 2024 UDIN: 24137264BKCCZL8125
PSV Jain & Associates
Chartered Accountants
Office No. 105, Shree Yashwant Shopping Centre, Kasturba Road No. 7, Borivali (East), Mumbai - 400 066. Email : [email protected] Contact : 8976358144
To, The Board of Directors, JAIHIND SYNTHETICS LTD 103, Shreenath Saidarshan Datapada Road, Borivali (W), Mumbai, Maharashtra, 400066
Subject: Built up for Reserve of the Company
We, the statutory auditors of Jaihind Synthetics Ltd, (hereinafter referred to as “the Company”), have examined the documents pertaining to the built up for the reserve and please find below the working of the same:
| Period | Securities Premium Account (In Rupees) |
Investment Allowance Reserve (In Rupees) |
|---|---|---|
| March31,2011 | 68,375,414 | 69,351 |
| March31,2012 | 68,375,414 | 69,351 |
| March31,2013 | 68,375,414 | 69,351 |
| March31,2014 | 68,375,414 | 69,351 |
| March31,2015 | 68,375,414 | 69,351 |
| March31,2016 | 68,375,414 | 69,351 |
| March31,2017 | 68,375,414 | 69,351 |
| March31,2018 | 68,375,414 | 69,351 |
| March31,2019 | 68,375,414 | 69,351 |
| March31,2020 | 68,375,414 | 69,351 |
| March31,2021 | 68,375,414 | 69,351 |
| March31,2022 | 68,375,414 | 69,351 |
| March31,2023 | 68,375,414 | 69,351 |
| December31,2023 | 68,375,414 | 69,351 |
For P S V JAIN & Associates Chartered Accountants
==> picture [160 x 62] intentionally omitted <==
CA Dularesh Kumar Jain Membership No: 137264 Place: Mumbai Date: March 12, 2024 UDIN: 24137264BKCCZN5629
PSV Jain & Associates
Chartered Accountants
Office No. 105, Shree Yashwant Shopping Centre, Kasturba Road No. 7, Borivali (East), Mumbai - 400 066. Email : [email protected] Contact : 8976358144
To, The Board of Directors, JAIHIND SYNTHETICS LTD 103, Shreenath Saidarshan Datapada Road, Borivali (W), Mumbai, Maharashtra, 400066
Subject: Nature of reserve involved under the scheme
We, the statutory auditors of Jaihind Synthetics Ltd, (hereinafter referred to as “the Company”), have examined the documents pertaining to the nature of reserve i.e. Capital Redemption Reserve and hereby state the following:
The reserve involved under the scheme i.e. Capital Redemption Reserve is notional in nature as per all the applicable Accounting Standards notified by the Central Government under the Companies Act, 1956/ Companies Act, 2013
For P S V JAIN & Associates Chartered Accountants
==> picture [160 x 62] intentionally omitted <==
CA Dularesh Kumar Jain Membership No: 137264 Place: Mumbai Date: March 12, 2024 UDIN: 24137264BKCCZK8309
PSV Jain & Associates
Chartered Accountants
Office No. 105, Shree Yashwant Shopping Centre, Kasturba Road No. 7, Borivali (East), Mumbai - 400 066. Email : [email protected] Contact : 8976358144
To, The Board of Directors, JAIHIND SYNTHETICS LTD 103, Shreenath Saidarshan Datapada Road, Borivali (W), Mumbai, Maharashtra, 400066
Subject: Built up of the Accumulated Losses of the Company
We, the statutory auditors of Jaihind Synthetics Ltd, (hereinafter referred to as “the Company”), have examined the documents pertaining to the built up of the accumulated losses over the years and please find below the working of the same:
| Period | Profit & Loss account (In Rupees) |
|---|---|
| March31,2011 | -9,478,077 |
| March31,2012 | -9,048,400 |
| March31,2013 | -7,788,971 |
| March31,2014 | -7,061,615 |
| March31,2015 | -6,360,722 |
| March31,2016 | -5,673,904 |
| March31,2017 | -4,976,364 |
| March31,2018 | -4,365,439 |
| March31,2019 | -4,130,758 |
| March31,2020 | -3,924,072 |
| March31,2021 | -3,869,582 |
| March31,2022 | -3,717,390 |
| March31,2023 | -3,565,978 |
| December31,2023 | -4,186,198 |
For P S V JAIN & Associates Chartered Accountants
==> picture [160 x 62] intentionally omitted <==
CA Dularesh Kumar Jain Membership No: 137264 Place: Mumbai Date: March 12, 2024 UDIN: 24137264BKCCZJ1722
PSV Jain & Associates
Chartered Accountants
Office No. 105, Shree Yashwant Shopping Centre, Kasturba Road No. 7, Borivali (East), Mumbai - 400 066. Email : [email protected] Contact : 8976358144
To, The Board of Directors, JAIHIND SYNTHETICS LTD 103, Shreenath Saidarshan Datapada Road, Borivali (W), Mumbai, Maharashtra, 400066
Subject: Applicable Accounting Standards And Accounting Treatment Under The Scheme
We, the statutory auditors of Jaihind Synthetics Ltd, (hereinafter referred to as “the Company”), have examined the documents pertaining to the proposed accounting treatment specified in clause 5 of the Draft Scheme of REDUCTION OF CAPITAL OF JAIHIND SYNTHETICS LTD between JAIHIND SYNTHETICS LTD and its Shareholders in terms of the provisions of section 66 Companies Act, 2013.
Following are the appropriate entries as per the applicable accounting policies and accounting standards:
debiting Rs. 2,22,65,980 from share capital and Rs. 4,06,35,413.5 from Share premium – Reserve and Surplus & crediting of Rs. 6,29,01,394 to Capital Reduction Reserve of the Company.
For P S V JAIN & Associates Chartered Accountants
==> picture [160 x 62] intentionally omitted <==
CA Dularesh Kumar Jain Membership No: 137264 Place: Mumbai Date: March 12, 2024 UDIN: 24137264BKCCZM5428
JAIHIND SYNTHETICS LTD Shop No. 118, 1[ST] Floor, Gokul Shopping Centre, S.V. Road, Borivali (W) Mumbai 400092 Email id: [email protected] | Tel. No.: 022-28676010 CIN: L17120MH1986PLC040093
1. BENEFITS ARISING OUT OF THE SCHEME TO THE SHAREHOLDERS AT LARGE
The Board of Directors of Jaihind Synthetics Limited, hereinafter referred to as “Company”, states that the proposed scheme of arrangement will represent true financial position which would benefit the Shareholders as their holding will yield better results and value and also enable the Company to explore opportunities for the benefit of the shareholders of the Company including in the form of dividend payments per the applicable provisions of the Act.
The Scheme does not involve any financial outlay/outgo and therefore, would not affect the ability or liquidity of the Company to meet its obligations/commitments in the normal course of business.
The Scheme enables the Company to foresee business opportunities also the true financial statement of the Company is likely to assist the Company to expand & smoothen its business activities and to attract new source of revenue and in turn enhancement of its Shareholders’ value.
2. Following is the Pre and Post Shareholding Pattern :
Pre and post Arrangement shareholding pattern in as on December 31, 2023
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----- Start of picture text -----
Post
Pre arrangeme
arrangement nt
Sr Public No. of
no. shareholding No of shares. % shares %
1 Institutions
Mutual Funds/
(a)
UTI
Financial
(b) Institutions [/ ]
Banks
Central
Government/
(c) State
Government(s
)
Venture
(d)
Capital Funds
Insurance
(e)
Companies
Foreign
(f) Institutional
Investors
Foreign
Venture
(g)
Capital
Investors
(h) Any Other
----- End of picture text -----
JAIHIND SYNTHETICS LTD
Shop No. 118, 1[ST] Floor, Gokul Shopping Centre, S.V. Road, Borivali (W) Mumbai 400092 Email id: [email protected] | Tel. No.: 022-28676010 CIN: L17120MH1986PLC040093
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----- Start of picture text -----
Sub-Total
(B)(1)
Non-
2
institutions
Bodies 79430 0.93 79430 1.26
(a)
Corporate
(b) Individuals
Individuals -i. 1704884 19.95 1704884 26.98
Individual
shareholders
I holding
nominal share
capital up to
Rs 2 lakh
ii. Individual 5843949 68.38 4393949 69.52
shareholders
holding
II nominal
share capital
in excess of
Rs. 2 lakh.
135137 1.58 135137 2.14
(c) Any Other
Sub-Total (2) 7763400 90.84 6313400 99.90
Total 7763400 90.84 6313400 99.90
Public
Shareholdin
g= (1)+(2)
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for Jaihind Synthetics Ltd ,
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___ Dinesh Jayantlal Doshi Director DIN: 07789377
Date: March 12, 2024 Place: Mumbai
JAIHIND SYNTHETICS LTD CIN: L17120MH1986PLC040093 103, Shreenath Sai Ddarshan, Datapada Road, Borivali (W), Mumbai- 400092 Tel: +022-28676010 | E-mail: [email protected]
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF THE JAIHIND SYNTHETICS LTD HELD ON TUESDAY, MARCH 12, 2024, AT 11:00 A.M. AT SHOP NO. 118, 1[ST] FLOOR, GOKUL SHOPPING CENTRE, S.V. ROAD, BORIVALI (W) MUMBAI 400092
“ RESOLVED THAT The Board of Directors of Jaihind Synthetics Ltd, (hereinafter referred to as “the Company”) be and hereby accorded to approve and note the Compliance Report / accounting treatment provided in the draft scheme of arrangement are in compliance with all the Accounting Standards applicable to a listed entity.
RESOLVED FURTHER THAT the Accounting Treatment Certificate received from the Statutory Auditor by the Company stating that the accounting treatment contained in the aforesaid scheme is in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and circulars issued there under and all the applicable Accounting Standards notified by the Central Government under the Companies Act, 1956/ Companies Act, 2013 and considered as noted.
RESOLVED FURTHER THAT The Certificate received from Independent Auditor by the Company relating to non-applicability of requirements prescribed in Part I (A){10}(a) and Part I (A){10}(b) of Circular dated June 20, 2023 issued by the Securities and Exchange Board of India (SEBI), and considered as noted.
RESOLVED FURTHER THAT any of the Directors of the Company be and is hereby authorized to sign all such necessary documents on behalf of the Company and to do any acts, things or deeds, as may be required, to give effect to the aforesaid Resolution.
RESOLVED FURTHER THAT The Directors are hereby authorized to give copies of this Resolution, certified as true, to the competent authorities for their records.”
for Jaihind Synthetics Ltd ,
==> picture [128 x 64] intentionally omitted <==
___ Dinesh Jayantlal Doshi Director DIN: 07789377
Date: February 22, 2024 Place: Mumbai
JAIHIND SYNTHETICS LTD CIN: L17120MH1986PLC040093
103, Shreenath Sai Ddarshan, Datapada Road, Borivali (W), Mumbai- 400092 Tel: +022-28676010 | E-mail: [email protected]
UNDERTAKING
I, Dinesh Jayantlal Doshi, Whole-Director (DIN: 07789377), of Jaihind Synthetics Ltd , (hereinafter referred to as “the Company”) hereby undertake the following:
That the draft scheme of arrangement does not, in any way violate, override or limit the provisions of securities laws or requirements of the Stock Exchange(s) and the same is in compliance with the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
for Jaihind Synthetics Ltd,
==> picture [128 x 64] intentionally omitted <==
___ Dinesh Jayantlal Doshi Director DIN: 07789377
Date: March 12, 2024
Place: Mumbai
JAIHIND SYNTHETICS LTD CIN: L17120MH1986PLC040093
103, Shreenath Sai Ddarshan, Datapada Road, Borivali (W), Mumbai- 400092 Tel: +022-28676010 | E-mail: [email protected]
UNDERTAKING
I, Dinesh Jayantlal Doshi, Whole-time Director (DIN: 07789377), of Jaihind Synthetics Ltd , (hereinafter referred to as “the Company”) hereby undertake the following:
That the proposed Scheme of Arrangement resulting into Reduction of Share Capital of the company is yet to be executed in accordance with the provisions of securities laws or requirements of the Stock Exchange(s) and the same is in compliance with the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
for Jaihind Synthetics Ltd,
==> picture [110 x 34] intentionally omitted <==
___ Dinesh Jayantlal Doshi Director DIN: 07789377
Date: March 12, 2024
Place: Mumbai