Mahalaxmi Rubtech Ltd. - Proxy Solicitation & Information Statement 2023

TRIVEDI Digitally signed by TRIVEDI SHITAL SHITAL MARSH Date: 2023.10.28 MARSH 15:02:30 +05'30'

Mahalaxmi Rubtech Limited - Notice to Equity Shareholders

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MAHALAXMI RUBTECH LIMITED

CIN:- L25190GJ1991PLC016327

Registered office:- 47, New Cloth Market, O/s. Raipur Gate, Ahmedabad – 380 002, Gujarat. Corporate Office:- “Mahalaxmi House”, YSL Avenue, Opp. Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad – 380 015, Gujarat. Website:- www.mrtglobal.com; Ph. No.:- 079 – 4000 8000; Fax No.:- 079 – 4000 8030; E-mail Id:- [email protected]

HON’BLE NATIONAL COMPANY LAW TRIBUNAL CONVENED MEETING OF THE EQUITY SHAREHOLDERS OF MAHALAXMI RUBTECH LIMITED

NOTICE TO THE EQUITY SHAREHOLDERS

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Day Thursday
Date The 30 [th] day of November, 2023
Time 11:00 a.m. (IST)
Venue Through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”)
Cut-off date for e-voting Thursday, the 23 [rd] day of November, 2023
Remote e-voting start date and time 09:00 a.m. (IST) on Monday, the 27 [th ] day of November, 2023
Remote e-voting end date and time 05:00 p.m. (IST) on Wednesday, the 29 [th ] day of November, 2023
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Equity Shareholders holding physical Shares are requested to open a Demat Accounts in their names as new Shares of both the Resulting Companies i.e. Mahalaxmi Fabric Mills Private Limited (Formerly known as “Sonnet Colours Pvt Ltd”) (MFMPL) (“First Resulting Company”) and Globale Tessile Private Limited (GTPL) (“Second Resulting Company”), will be credited to their Demat Accounts as advised by the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).

INDEX

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Sr. Particulars Page
No. No.
1 Notice of the Meeting 01-05
Statement pursuant to Sections 230 – 232 and Section 102 of the Companies Act, 2013 read with Rule 6 of the Companies
2 (Compromises, Arrangements and Amalgamations) Rules, 2016 and the SEBI Master Circular No.:- SEBI/HO/CFD/POD- 06-21
2/P/CIR/2023/93 dated 20 [th] June, 2023
3 Scheme of Arrangements - Annexure – A 22-152
4 Valuation Report - Annexure – B 153-189
5 Fairness Opinion Report - Annexure – C 190-200
6 Report of the Board of Directors of MRT - Annexure – D 201-204
7 Report of the Board of Directors of MFMPL - Annexure – E 205-208
8 Report of the Board of Directors of GTPL- Annexure – F 209-212
9 Abridged Prospectus of MFMPL - Annexure – G 213-220
10 Abridged Prospectus of GTPL - Annexure – H 221-228
11 Observation Letter issued by the BSE to MRT - Annexure – I 229-231
12 Observation Letter issued by the NSE to MRT- Annexure – J 232-235
13 Report on Complaints relating to the Scheme, filed by MRT with the BSE - Annexure – K 236-238
14 Report on Complaints relating to the Scheme, filed by MRT with the NSE - Annexure – L 239-241
Certificate issued by the Statutory Auditors of MRT to the effect that the accounting treatment proposed in the Scheme is in
15 conformity with the Accounting Standards prescribed under Section 133 of the Act - Annexure – M 242-243
16 Certificate issued by the Statutory Auditors of MFMPL to the effect that the accounting treatment proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Act - Annexure – N 244-245
Certificate issued by the Statutory Auditors of GTPL to the effect that the accounting treatment proposed in the Scheme is in
17 conformity with the Accounting Standards prescribed under Section 133 of the Act - Annexure – O 246-247
18 Details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, by/against MRT, its Promoters and Directors - Annexure – P 248-252
Details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any,
19 by/against MFMPL, its Promoters and Directors - Annexure – Q 253
20 Details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, by/against GTPL, its Promoters and Directors - Annexure – R 254
21 Audited Financial Statements of MRT (Standalone and Consolidated) for the Financial Year ended on 31 Annexure – S ● [st] March, 2023 - 255-268
22 Audited Financial Statements of MFMPL for the Financial Year ended on 31 [st] March, 2023 - Annexure – T ● 269-270
23 Audited Financial Statements of GTPL for the Financial Year ended on 31 [st] March, 2023 - Annexure – U ● 271-278
24 Unaudited Financial Results (Limited reviewed) of MRT (Standalone and Consolidated), for 3 Months period ended on 30June, 2023 - Annexure – V [th] 279-287
25 Audited Financial Statement of MFMPL, for 3 Months period ended on 30 [th] June, 2023 - Annexure – W 288-299
26 Audited Financial Statement of GTPL, for 3 Months period ended on 30 [th] June, 2023 - Annexure – X 300-318
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● For brevity, Audit Report, Schedules and Notes to the Financial Statements have not been annexed. However, the complete Financial Statements of MRT for the Financial Year ended on 31[st] March, 2023, are set out in the Annual Report of the Company for F.Y. 2022-23 available on the website of MRT at https://mrtglobal.com/wp-content/uploads/2023/09/Annual-Report-F.Y.-2022-23.pdf; the complete Financial Statements of MFMPL for the Financial Year ended on 31[st] March, 2023, are available on the website of MRT at https://mrtglobal.com/wp-content/uploads/2023/10/T-AuditedFS-of-MFMPL-1.pdf; and the complete Financial Statements of GTPL for the Financial Year ended on 31[st] March, 2023, are available on the website of MRT at https://mrtglobal.com/wp-content/uploads/2023/10/U-Audited-FS-of-GTPL.pdf.

Page No. 1

Mahalaxmi Rubtech Limited - Notice to Equity Shareholders

FORM NO. CAA – 2

(Pursuant to Section 230(3) of the Companies Act, 2013 and Rules 6 and 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016)

BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH

COMPANY APPLICATION NO. C.A.(CAA)/47(AHM)2023

In the matter of the Companies Act, 2013 (Act No. 18 of 2013) and as amended from time to time and Rules made thereunder as in force from time to time;

AND In the matter of Sections 230 – 232 and other relevant provisions of the Companies Act, 2013 and Rules made thereunder; AND In the matter of Scheme of Arrangements in the nature of Demerger Between Mahalaxmi Rubtech Limited (MRT) (CIN:- L25190GJ1991PLC016327) (“Demerged Company”) ; Mahalaxmi Fabric Mills Private Limited (Formerly known as “Sonnet Colours Pvt Ltd”) (MFMPL) (CIN:- U17100GJ1991PTC015345) (“First Resulting Company”); And Globale Tessile Private Limited (GTPL) (CIN:- U17299GJ2017PTC098506) (“Second Resulting Company”) And their respective Shareholders and Creditors

Mahalaxmi Rubtech Limited (MRT) (CIN:L25190GJ1991PLC016327), a Public Limited Company, incorporated under the Companies Act, 1956, having its Registered Office situated at 47, New Cloth Market, Outside Raipur Gate, Demerged Company Ahmedabad – 380 002, Gujarat and Corporate Office situated at “Mahalaxmi House”, YSL Avenue, Opp. Ketav Petrol Pump, – Polytechnic Road, Ambawadi, Ahmedabad 380 015, Gujarat.

NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS OF THE DEMERGED COMPANY

To,

All the Equity Shareholders of Mahalaxmi Rubtech Limited

NOTICE is hereby given that, by an Order dated 19[th ] October, 2023 (“Order”), the Hon’ble National Company Law Tribunal, Ahmedabad Bench (“NCLT”) has directed a Meeting to be held of the Equity Shareholders of Mahalaxmi Rubtech Limited, for the purpose of considering and if thought fit, approving, with or without modification(s), the Scheme of Arrangements between Mahalaxmi Rubtech Limited (MRT) (CIN:L25190GJ1991PLC016327) (“Demerged Company”); Mahalaxmi Fabric Mills Private Limited (Formerly known as “Sonnet Colours Pvt Ltd”) (MFMPL) (CIN:- U17100GJ1991PTC015345) (“First Resulting Company”); and Globale Tessile Private Limited (GTPL) (CIN:U17299GJ2017PTC098506) (“Second Resulting Company”) and their respective Shareholders and Creditors (“Scheme”).
In pursuance of the said Order and as directed therein, further Notice is hereby given that a Meeting of the Equity Shareholders of the Company will be held, through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”), on Thursday, the 30[th] day of November, 2023 at 11:00 a.m. (IST) (“Meeting”), at which time and place the said Equity Shareholders are requested to attend, for the purpose of considering and if thought fit, approving, with or without modification(s), the Scheme, by requisite majority.:-

“RESOLVED THAT pursuant to the provisions of Sections 230, 232 and any other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016; Regulation 37 and any other applicable provisions, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; the SEBI Master Circular No.:- SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20[th] June, 2023 (Including any statutory, modification or re-enactment or amendment thereof for the time being in force); and in accordance with the provisions of the Memorandum and Articles of Association of the Company; and subject to sanction of the Hon’ble National Company Law Tribunal, Ahmedabad Bench (NCLT) and subject to such other approvals, permissions and sanctions of the any other Regulatory and Authority, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by the NCLT or by any other Regulatory and Authority, while granting such approvals, permissions and sanctions, which may be agreed to by the Board of Directors of the Company, consent of the Members of the Company be and are hereby accorded to the Demerger embodied in the draft Scheme of Arrangements between Mahalaxmi Rubtech Limited (MRT) (CIN:- L25190GJ1991PLC016327) (“Demerged Company”); Mahalaxmi Fabric Mills Private Limited (Formerly known as “Sonnet Colours Pvt Ltd”) (MFMPL) (CIN:U17100GJ1991PTC015345) (“First Resulting Company”); and Globale Tessile Private Limited (GTPL) (CIN:- U17299GJ2017PTC098506) (“Second Resulting Company”) and their respective Shareholders and Creditors (“Scheme”).

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this Resolution and effectively implement the Demerger embodied in the Scheme and to make any modification(s) or amendment(s) to the Scheme at any time and for any reason whatsoever and to accept such modification(s), amendment(s), limitation(s) and/or condition(s), if any, which may be required and/or imposed by the NCLT while sanctioning the Demerger embodied in the Scheme or by any other Regulatory and Authority under law or as may be required for the purpose of resolving any question(s) or doubt(s) or difficulties that may arise including passing of such accounting entries and/or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as the Board of Directors of the Company may deem fit and proper, without being required to seek any further approval of the Members and the Members shall be deemed to have given their approval thereto expressly by authority under this Resolution. ”

A Copy of the Scheme and of the Statement under Sections 230 – 232 and Section 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, along with all the Annexures, can be obtained free of charge at the Registered Office of the Company.

Page No. 2

Mahalaxmi Rubtech Limited - Notice to Equity Shareholders

The NCLT has appointed Dr. Deepti Mukesh as a Chairperson of the said Meeting. The above mentioned Scheme, if approved by the Meeting, will be subject to the subsequent approval of the NCLT.

BY ORDER OF THE BOARD OF DIRECTORS

Sd/-

DATE:- 21[ST ] OCTOBER, 2023 SHRI JEETMAL B. PAREKH PLACE:- AHMEDABAD DIRECTOR (DIN:- 00512415)

NOTES:-

Pursuant to the Directions of the NCLT, vide its Order dated 19[th ] October, 2023 and the Ministry of Corporate Affairs (“MCA”) General Circular Nos.:- 14/2020 dated 08[th] April, 2020, 17/2020 dated 13[th] April, 2020, 20/2020 dated 05[th] May, 2020 and 09/2023 dated 25[th] September, 2023 (“MCA Circulars”) and the Securities and Exchange Board of India (“SEBI”) Master Circular No.:- SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11[th] July, 2023 and the SEBI Circular No.:- SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated 07[th] October, 2023 (“SEBI Circulars”), the Meeting is being conducted through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) facility to transact the business set out in the Notice of the Meeting.
Since this Meeting is being held through VC/OAVM, the physical attendance of the Members have been dispensed with. Accordingly, the facility for appointment of the Proxies by the Members will not be available for the Meeting and hence the Proxy Form, Attendance Slip and Route Map are not annexed to the Notice of the Meeting.
A Body Corporate Members are entitled to appoint an Authorised Representatives to attend the Meeting through VC/OAVM and participate thereat and cast their votes through e-voting. The Body Corporate Members intending to authorize its Representatives to attend the Meeting are requested to submit to the Company, a certified true copy of the Board Resolution/authorization document, authorizing their Representative to attend and vote, on their behalf at the Meeting.
The Statement pursuant to Sections 230 – 232 and Section 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and in compliance with the SEBI Master Circular No.:- SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20[th] June, 2023, in respect of the business set out in the Notice of the Meeting, is annexed hereto.
The Register of Members and Transfer Book of the Company will remain closed from Friday, the 24[th] day of November, 2023 to Thursday, the 30[th ] day of November, 2023 (Both days inclusive) for the purpose of the Meeting.
The Company has engaged the service of Link Intime India Private Limited (LIIPL), who is also a Registrar to an Issue and Share Transfer Agent (“RTA”) of the Company, as the authorized agency for conducting the e-Meeting, providing remote e-voting and e-voting facility for/during the Meeting of the Company. The instruction for participation by the Members is given in the subsequent paragraphs.
In pursuance of the NCLT Order, the attendance of the Members attending the Meeting through VC/OAVM will be counted.
The Quorum for the Meeting shall be as prescribed in the NCLT Order. In case the Quorum is not present at the Meeting, then the Meeting shall be adjourned by half an hour, and thereafter the Persons present shall be deemed to constitute the Quorum.
In compliance with the NCLT Order, the MCA Circulars & the SEBI Circulars, the Notice and the accompanying documents, are being sent through electronic mode to those Members whose e-mail Ids are registered with the Company or National Securities Depository Limited (“NSDL”)/Central Depository Services (India) Limited (“CDSL”) (“Depositories”).
The Notice and the accompanying documents; the Register of Directors and Key Managerial Personnel and their Shareholding; and the Register of Contracts or Arrangements in which the Directors are interested, are available for obtaining extract from or for making or obtaining copies of or for inspection by the Members, free of charge. A written request in this regard, along with details of your Shareholding in the Company, may be addressed to the Company Secretary at e-mail Id:- [email protected].
The Members may note that the Notice and the accompanying documents will also be available on the Company’s website i.e. www.mrtglobal.com and on the website of the BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”) i.e. www.bseindia.com & www.nseindia.com, respectively; and on the website of e-voting agency i.e. www.instavote.linkintime.co.in.
In pursuance of the NCLT Order, Ms. Gauri Sethi, has been appointed to act as a Scrutinizer for conducting the e-voting and remote e-voting process in a fair and transparent manner.
The Scrutinizer will submit her report to the Chairperson after completion of the scrutiny. The result of the voting on the Resolution at the Meeting shall be announced by the Chairperson or any other Person authorized by her immediately after the results are declared. The results declared along with the Scrutinizer’s Report, will be posted on the website of the Company i.e. www.mrtglobal.com; on the website of the BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”) i.e. www.bseindia.com & www.nseindia.com, respectively; and on the website of e- voting agency i.e. www.instavote.linkintime.co.in, immediately after the declaration of the results by the Chairperson or any other Person authorized by her.
Voting through electronic means:a) The business as set out in the Notice of the Meeting may be transacted through electronic voting system. In pursuance of the NCLT Order, and in compliance with the provisions of Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, Secretarial Standards – 2 on the General Meetings and Regulation 44 of the SEBI (LODR) Regulations, 2015, the Company is pleased to offer the facility of voting through electronic means to all its Members to enable them to cast their votes electronically. The Company has made necessary arrangements with the RTA to facilitate the Members to cast their votes from a place other than the venue of the Meeting (Remote e-voting).
b) A Person whose name is recorded in the Register of Members/Register of Beneficial Owners maintained by the Depositories as on the cutoff date shall be entitled to avail the facility of remote e-voting or e-voting at the Meeting. The Persons who are not Members as on the cutoff date should treat the Notice for information purpose only.
c) The Notice will be displayed on the website of the Company i.e. www.mrtglobal.com; on the website of the BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”) i.e. www.bseindia.com & www.nseindia.com, respectively; and on the website of e- voting agency i.e. www.instavote.linkintime.co.in.
d) The Members who have cast their vote by remote e-voting prior to the Meeting may also attend the Meeting but shall not be entitled to cast their vote again.
e) The Members whose names appear in the Register of Members/Register of Beneficial Owners maintained by the Depositories as on cutoff date are entitled to vote on Resolution set forth in the Notice of the Meeting. Eligible Members who have acquired Shares after the dispatch of the Notice of the Meeting and holding Shares as on the cut-off date may approach the RTA for issuance of the User ID and Password for exercising their right to vote by electronic means.
f) The remote e-voting period will commence at 09:00 a.m. (IST) on Monday, the 27[th ] day of November, 2023 and will end at 05:00 p.m. (IST) on Wednesday, the 29[th ] day of November, 2023. During this period, the Members of the Company, holding Shares in physical form/dematerialized form, as on the cut-off date i.e. Thursday, the 23[rd] day of November, 2023, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by the RTA for voting thereafter.

BY ORDER OF THE BOARD OF DIRECTORS

Sd/-

DATE:- 21[ST ] OCTOBER, 2023 PLACE:- AHMEDABAD

SHRI JEETMAL B. PAREKH DIRECTOR (DIN:- 00512415)

Page No. 3

Mahalaxmi Rubtech Limited - Notice to Equity Shareholders

REMOTE E-VOTING INSTRUCTIONS FOR SHARHOLDERS:-

As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.

Login method for Individual shareholders holding securities in demat mode is given below:

Individual Shareholders holding securities in demat mode with NSDL 1. Existing IDeAS user can visit the e-Services website of NSDL viz... https://eservices.nsdl.com either on a personal computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login”” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name i.e. LINKINTIME and you will be re-directed to “InstaVote” website for casting your vote during the remote e-Voting period.
If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com Select «Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen- digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name i.e. LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.
Individual Shareholders holding securities in demat mode with CDSL 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. The option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then use your existing my easi username & password.
After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by the company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider i.e. LINKINTIME for casting your vote during the remote e-Voting period or joining virtual Meeting & voting during the Meeting. Additionally, there are also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.
If the user is not registered for Easi/Easiest, the option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
Alternatively, the user can directly access the e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, the user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders (holding securities in demat mode) login through their depository participants You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/ CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on the company name or e-Voting service provider name i.e. LinkIntime and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Login method for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode is given below:

Individual Shareholders of the company, holding shares in physical form / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for e-Voting facility of Link Intime as under:

Open the internet browser and launch the URL: https://instavote.linkintime.co.in
Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details: -
A. User ID: Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company. Shareholders holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID; Shareholders holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.
B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.
C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/ MM/YYYY format)
D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company. * Shareholders holding shares in physical form** but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above
- Shareholders holding shares in NSDL form , shall provide ‘D’ above
- Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter).
- Click “confirm” (Your password is now generated).
Click on ‘Login’ under ‘SHARE HOLDER’ tab.
Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on ‘Submit’. Cast your vote electronically:
After successful login, you will be able to see the notification for e-voting. Select ‘View’ icon .
E-voting page will appear.
Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).
After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

Guidelines for Institutional shareholders:

Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on the e-voting system of LIIPL at https://instavote.linkintime.co.in and register themselves as ‘Custodian / Mutual Fund / Corporate Body’ . They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the ‘Custodian / Mutual Fund / Corporate Body’ login for the Scrutinizer to verify the same.

Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders:

Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at enotices@linkintime. co.in or contact on: - Tel: 022 – 4918 6000.

Helpdesk for Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type

Helpdesk details

Page No. 4

Mahalaxmi Rubtech Limited - Notice to Equity Shareholders

Individual Shareholders holding securities in demat mode Members facing any technical issue in login can contact NSDL helpdesk by sending a with NSDL request at [email protected] or call at : 022 - 4886 7000 and 022 - 2499 7000 Individual Shareholders holding securities in demat mode Members facing any technical issue in login can contact CDSL helpdesk by sending a with CDSL request at [email protected] or contact at toll free no. 1800 22 55 33

Individual Shareholders holding securities in Physical mode has forgotten the password:

If an Individual Shareholders holding securities in Physical mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in

Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’
• Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.
In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain minimum 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter. User ID for Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Company

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website.

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

Process and manner for attending the Meeting through InstaMeet:

1. Open the internet browser and launch the URL: https://instameet.linkintime.co.in & Click on “Login”.

Select the “Company” and ‘Event Date’ and register with your following details: - A. Demat Account No. or Folio No: Enter your 16 digit Demat Account No. or Folio No
```
 - Shareholders/ members holding shares in **CDSL demat account shall provide 16 Digit Beneficiary ID**

 - • Shareholders/ members holding shares in **NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID**

 - Shareholders/ members holding shares in **physical form shall provide** Folio Number registered with the Company
```
- B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Members who have not updated their PAN with the Depository Participant (DP)/Company shall use the sequence number provided to you, if applicable.
- C. Mobile No.: Enter your mobile number.
- D. Email ID: Enter your email id, as recorded with your DP/Company.
Click “Go to Meeting” (You are now registered for InstaMeet and your attendance is marked for the meeting).

Instructions for Shareholders/ Members to Speak during the Meeting through InstaMeet:

Shareholders who would like to speak during the Meeting must register their request with the company. 2. Shareholders will get confirmation on first cum first basis depending upon the provision made by the client.
Shareholders will receive “speaking serial number” once they mark attendance for the Meeting.
Other shareholder may ask questions to the panellist, via active chat-board during the Meeting.
Please remember speaking serial number and start your conversation with panellist by switching on video mode and audio of your device. Shareholders are requested to speak only when moderator of the Meeting/ management will announce the name and serial number for speaking.

Instructions for Shareholders/ Members to Vote during the Meeting through InstaMeet:

Once the electronic voting is activated by the scrutinizer during the Meeting, shareholders/ members who have not exercised their vote through the remote e-voting can cast the vote as under:

On the Shareholders VC page, click on the link for e-Voting “Cast your vote”
Enter your 16 digit Demat Account No. / Folio No. and OTP (received on the registered mobile number/ registered email Id) received during registration for InstaMEET and click on ‘Submit’.
After successful login, you will see “Resolution Description” and against the same the option “Favour/ Against” for voting.
Cast your vote by selecting appropriate option i.e. “Favour/Against” as desired. Enter the number of shares (which represents no. of votes) as on the cut-off date under ‘Favour/Against’.
After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on “Save”. A confirmation box will be displayed. If you wish to confirm your vote, click on “Confirm”, else to change your vote, click on “Back” and accordingly modify your vote.
Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.

Note: Shareholders/ Members, who will be present in the Meeting through InstaMeet facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting facility during the Meeting. Shareholders/ Members who have voted through Remote e-Voting prior to the General Meeting will be eligible to attend/ participate in the General Meeting through InstaMeet. However, they will not be eligible to vote again during the Meeting.

Shareholders/ Members are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for better experience. Shareholders/ Members are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the Meeting. Please note that Shareholders/ Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-FI or LAN connection to mitigate any kind of aforesaid glitches.

In case shareholders/ members have any queries regarding login/ e-voting, they may send an email to [email protected] or contact on: - Tel: 022-49186175.

BY ORDER OF THE BOARD OF DIRECTORS

Sd/-

DATE:- 21[ST ] OCTOBER, 2023 SHRI JEETMAL B. PAREKH PLACE:- AHMEDABAD DIRECTOR (DIN:- 00512415)

Page No. 5

Mahalaxmi Rubtech Limited - Notice to Equity Shareholders

BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH

COMPANY APPLICATION NO. C.A.(CAA)/47(AHM)2023

In the matter of the Companies Act, 2013 (Act No. 18 of 2013) and as amended from time to time and Rules made thereunder as in force from time to time;

AND In the matter of Sections 230 – 232 and other relevant provisions of the Companies Act, 2013 and Rules made thereunder; AND

In the matter of Scheme of Arrangements in the nature of Demerger Between Mahalaxmi Rubtech Limited (MRT) (CIN:- L25190GJ1991PLC016327) (“Demerged Company”)

; Mahalaxmi Fabric Mills Private Limited (Formerly known as “Sonnet Colours Pvt Ltd”) (MFMPL) (CIN:- U17100GJ1991PTC015345)

(“First Resulting Company”); And Globale Tessile Private Limited (GTPL) (CIN:- U17299GJ2017PTC098506) (“Second Resulting Company”) And

their respective Shareholders and Creditors

THE STATEMENT PURSUANT TO SECTIONS 230 – 232 AND SECTION 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 AND THE SEBI MASTER CIRCULAR NO.:- SEBI/HO/CFD/POD-2/P/CIR/2023/93 DATED 20[TH] JUNE, 2023 :-

I. This is a Statement accompanying the Notice convening the Meeting of the Equity Shareholders of the Company, pursuant to the NCLT Order dated 19[th ] October, 2023, for the purpose of considering and if thought fit, approving, with or without modification(s), the Scheme of Arrangements between Mahalaxmi Rubtech Limited (MRT) (CIN:- L25190GJ1991PLC016327) (“Demerged Company”); Mahalaxmi Fabric Mills Private Limited (Formerly known as “Sonnet Colours Pvt Ltd”) (MFMPL) (CIN:- U17100GJ1991PTC015345) (“First Resulting Company”); and Globale Tessile Private Limited (GTPL) (CIN:- U17299GJ2017PTC098506) (“Second Resulting Company”) and their respective Shareholders and Creditors (“Scheme”).
II. The proposed Scheme was placed before the Audit Committee Meeting and the Independent Directors Committee Meeting held on 16[th] February, 2023. On the basis of their respective evaluation and independent judgment and consideration of the Valuation Report dated 12[th] February, 2023, issued by an Independent Registered Valuer namely Shri Dilipkumar Shah, Proprietor of M/s. D. Shah & Associates and Fairness Opinion Report dated 15[th] February, 2023, issued by an Independent SEBI Registered Merchant Banker namely Beeline Capital Advisors Private Limited, the Audit Committee and the Independent Directors Committee approved and recommended the Scheme to the Board of Directors of the Company.
III. The Board of Directors of the Company, in its Meeting held on 16[th] February, 2023, took into account the Valuation Report, Fairness Opinion Report and the independent recommendations of the Audit Committee and Independent Directors Committee and on the basis of their independent judgment, approved the Scheme, subject to the approval of the Equity Shareholders and Creditors of the Company, the Hon’ble National Company Law Tribunal, Ahmedabad Bench and subject to such other approvals, permissions and sanctions of the any other Regulatory and Authority, as may be necessary.
IV. Scheme in brief:-
The Scheme of Arrangements provides for Demerger of:-
Traditional Textiles Processing Division, located at Narol, Ahmedabad and Wind Power Division of MRT along with existing investment of MRT in its Wholly Owned Subsidiary Company namely Mahalaxmi Exports Private Limited (CIN:U17299GJ2019PTC110673) (“First Demerged Undertaking”) and vesting the same into MFMPL.
Trading Textiles Division of the MRT (“Second Demerged Undertaking”) and vesting the same into GTPL. After Demerger, Rubber/Technical Textiles Division and Weaving Division located at Sanand, Dist. Ahmedabad, shall be remaining business of MRT.

Upon coming into effect of the Scheme:-

The entire issued, subscribed and paid-up Equity Shares Capital of MFMPL and GTPL shall be cancelled.
In consideration of transfer of the First Demerged Undertaking of MRT, MFMPL shall issue and allot 1,06,20,275 (One Crores Six Lakhs Twenty Thousand Two Hundred and Seventy Five) new Equity Shares Capital of Rs. 10/- (Rupees Ten Only) each, credited as fully paid-up, to the Shareholders of MRT, in the ratio of 1 (One) new Equity Share of MFMPL, for every 1 (One) Equity Share in MRT.
In consideration of transfer of the Second Demerged Undertaking of MRT, GTPL shall issue and allot 1,06,20,275 (One Crores Six Lakhs Twenty Thousand Two Hundred and Seventy Five) new Equity Shares Capital of Rs. 10/- (Rupees Ten Only) each, credited as fully paid-up, to the Shareholders of MRT, in the ratio of 1 (One) new Equity Share of GTPL, for every 1 (One) Equity Share in MRT.
There will be no change in the Shareholding Pattern of MRT, pursuant to the Scheme.
The Shareholding Pattern of MFMPL and GTPL shall be exactly the same as that of MRT.

The Scheme of Arrangements is attached herewith, as an Annexure – A .

V. Persons to whom the Notice is sent may avail the facility of remote e-voting or e-voting at the Meeting.

VI. Copy of the Scheme has been filled by MRT, MFMPL and GTPL in E-Form GNL-1, with the Registrar of Companies, Ahmedabad.

Page No. 6

Mahalaxmi Rubtech Limited - Notice to Equity Shareholders

VII. Details as per Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016:-

(i) Details of the Order of the NCLT directing the calling, convening and conducting of the Meeting:-
(a) Date of the Order:- 19[th ] October, 2023
(b) Date, time and venue of the Meeting:- Through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”), on Thursday, the 30[th] day of November, 2023, at 11:00 a.m. (IST)
(ii) Details of the Companies:-

● MRT:-

(a) Corporate Identification Number (CIN):- L25190GJ1991PLC016327
(b) Permanent Account Number (PAN):- AABCM7864L
(c) Name of the Company:- Mahalaxmi Rubtech Limited
(d) Date of incorporation:- 25[th] September, 1991
(e) Type of the Company:- Public Company. Equity Shares of the Company are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).
(f) ○ Registered Office address:- 47 New Cloth Market, O/s Raipur Gate, Ahmedabad – 380 002, Gujarat.
Corporate Office address:- “Mahalaxmi House”, YSL Avenue, Opp. Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad – 380 015, Gujarat.
E-mail Id:- [email protected]
(g) ○ Summary of the Main Object as per the Memorandum of Association of the Company:-
To carry on the business of manufacturing, processing, buying, selling, exporting, importing, or otherwise dealing in all types of synthetic rubbers and formulations thereof, reclaimed rubber and all kinds of rubber and plastic products and goods including tubes and films and moulded goods of all kinds and for all purposes and in bottles, containers, tubes, warping materials foam rubber and plastic products, transmission belts and conveyors, blankets and similar industrial articles, pipes, hoses, rubber containers and rubber-lined vessels, tanks, equipments and similar equipments, electric products, rubber, shoe products and parts thereof, ethical rubber products and parts, toys, insulating materials, and all other blown, moulded, coated, formed, extruded, calendered and dipped goods and articles.
To carry on the business of manufacturing, processing, buying, selling, exporting and importing or otherwise dealing in all kinds of polymers such as rubber, plastic and other similar materials and formulations thereof, adhesives, seals, inflatables, water proofers, sheets, films, foils, oil cloth, linoleum, tarpaulins, hospital sheetings and surgical goods.
To carry on, either on its own account or on account of others, the business of manufacturing, exporting, importing, dealing, weaving, sizing, spinning, ginning, pressing, packing, bailing of cotton, polyester, viscose, synthetics, linen, rayon, nylon, silk, artificial silk, wool, jute, hemp, man-made fibres, mixed fibres and any other fibrous substances and the preparation, bleaching, dyeing, colouring, finishing, mercerizing, calendaring, printing, packing, folding and all kind of processing of yarn, cloth, fabric and other substances whether textile, frebled, knitted, hosiery, netted or looped and manufacturing, buying, selling, exporting, importing and dealing in yarn, fabrics, cloth, waste, made up articles, apparels and garments of cotton silk, artificial silk, wool, jute, hemp, viscose, synthetics, polyester, linen, rayon, nylon, man-made fibres, mixed fibres and other goods and merchandise made thereof.
To carry on business activities for generation, distribution and dealing, by setting up power units for all types of electrical power by conventional, non-conventional methods including wind turbine, coal, gas, lignite, oil, bio-mass, waste, thermal, solar, hydel, geo-hydel, wind, and tidal waves for captive consumption of the company or to Sale and Transfer to the electricity Board, or otherwise, and to construct lay-out, establish, fix, install, replace, repair, cables, wires, lines, accumulators, lamps and works to generate, accumulate, distribute and supply electricity, light and power to cities, streets, docks, markets, theatres, buildings and places both public and private either its own of through the collaboration, joint venture in India and abroad.
To carry on business of Manufacturing, Preparatory (Warping, Sizing, Waxing, Twisting, Doubling) Weaving, Processing, Finishing, Lamination, Coating, Dipping of all kinds of Technical Textiles using with or without different kinds of yarns, fabrics, polymers such as acrylics, polyurethanes, PVC, polyester or rubbers and activities such as Manufacturing, Buying, Selling, Export, Import or otherwise dealing in all kinds of Industrial and Technical Textiles, Composites and Made-Ups thereof, for various applications such as all kinds of textile print media, signage media, art canvas, black out, dim-out, all kind of window blinds, all kind of outdoor fabrics such as Awning, Umbrella, outdoor furnishing, for Tents, Camps, Bags, all kind of Luggage’s, Tarpaulins, Covers, Hoods & all kind of Shed covers of all weights and sizes, all kind of military supplies and all government supplies, and all such mentioned products, composites, made-ups, textile materials and products used primarily for their technical performance and functional properties and it includes Agrotex, Meditex, Mobitex, Packtex, Sportex, Buildtex, Clothtex, Hometex, Protex, Geotex, Oekotex, indutex and all such mentioned products.

○ Main business carried on by the Company:- Manufacturing and trading of Textiles products mainly of Rubber/Technical Textiles Division and Traditional Textiles Divison.

(h) Details of change of Name, Registered Office and Objects of the Company, during the last five years:- There is no change of Name, Registered Office and Objects of the Company, during the last five years.
(i) Name of the Stock Exchange(s) where Securities of the Company are listed:- The Securities of the Company are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).
(j) Details of the Capital structure of the Company including Authorized, Issued, Subscribed and Paid-up Share Capital:-

As on 31[st] March, 2023:-

Page No. 7

Mahalaxmi Rubtech Limited - Notice to Equity Shareholders

==> picture [405 x 78] intentionally omitted <==

----- Start of picture text -----

Amount
Particulars
(In Rupees)
-
Authorized Share Capital:
2,50,00,000 Equity Shares of Rs. 10/- each 25,00,00,000
Total . . . 25,00,00,000
Issued, Subscribed and Paid-up Share Capital:-
1,06,20,275 Equity Shares of Rs. 10/- each 10,62,02,750
Total . . . 10,62,02,750
----- End of picture text -----

There is no change in the Share Capital of MRT since 31[st] March, 2023.

(k) Name of the Promoters and Directors along with their addresses:-

==> picture [408 x 387] intentionally omitted <==

----- Start of picture text -----

○ Promoters:-
Sr. Name of the
Address
No. Promoter/Promoter Group
1 Shri Jeetmal Bhoorchand Parekh Kamal Jeet - Sujan Bungalow, Hasunagar Co Op Society, B/h
–
Shreyas Foundation, Ambawadi, Ahmedabad 380 015, Gujarat.
2 Shri Rahul Jeetmal Parekh 3, Anand Bungalows, Opp. Ketav Petrol Pump, Opp. Old
–
Sachivalaya, Ambawadi, Ahmedabad 380 015, Gujarat.
3 Shri Anand Jeetmal Parekh 14 - State Bank of India Employees Co Op Hou Soc Limited, B/h
–
C N Vidhyalaya, Ambawadi, Ahmedabad 380 015, Gujarat.
4 Smt. Kamladevi Jeetmal Parekh Kamal Jeet - Sujan Bungalow, Hasunagar Co Op Society, B/h
–
Shreyas Foundation, Ambawadi, Ahmedabad 380 015, Gujarat.
5 Smt. Ratna Rahul Parekh 3, Anand Bungalows, Opp. Ketav Petrol Pump, Opp. Old
–
Sachivalaya, Ambawadi, Ahmedabad 380 015, Gujarat.
6 Smt. Amita Anand Parekh 14 - State Bank of India Employees Co Op Hou Soc Limited, B/h
–
C N Vidhyalaya, Ambawadi, Ahmedabad 380 015, Gujarat.
7 Shri Atul Jain W-102, G K Part-1, Greater Kailash S O, Greater Kailash, South
Delhi – 110 048, Delhi.
8 Smt. Mamta Atulkumar Jain W-102, G K Part-1, Greater Kailash S O, Greater Kailash, South
Delhi – 110 048, Delhi.
9 Shri Yashovardhan Rahul Parekh 3, Anand Bungalows, Opp. Ketav Petrol Pump, Opp. Old
–
Sachivalaya, Ambawadi, Ahmedabad 380 015, Gujarat.
10 Shri Rohan Anand Parekh 14 - State Bank of India Employees Co Op Hou Soc Limited, B/h
–
C N Vidhyalaya, Ambawadi, Ahmedabad 380 015, Gujarat.
11 Jeetmal Bhoorchand HUF 47, New Cloth Market, O/s. Raipur Gate, Ahmedabad – 380 002,
-
(Jeetmal Bhoorchand Parekh Karta) Gujarat.
12 Jeetmal Rahulkumar HUF Kamal Jeet - Sujan Bungalow, Hasunagar Co Op Society, B/h
- –
(Jeetmal Bhoorchand Parekh Karta) Shreyas Foundation, Ambawadi, Ahmedabad 380 015, Gujarat.
13 Jeetmal Prithviraj Parekh HUF Kamal Jeet - Sujan Bungalow, Hasunagar Co Op Society, B/h
- –
(Jeetmal Bhoorchand Parekh Karta) Shreyas Foundation, Ambawadi, Ahmedabad 380 015, Gujarat.
14 Rahul Calchem Pvt Ltd “Mahalaxmi House”, YSL Avenue, Opp. Ketav Petrol Pump,
–
Polytechnic Road, Ambawadi, Ahmedabad 380 015, Gujarat.
15 Mahalaxmi Calchem Private Limited “Mahalaxmi House”, YSL Avenue, Opp. Ketav Petrol Pump,
–
Polytechnic Road, Ambawadi, Ahmedabad 380 015, Gujarat.
16 Anand Chem Industries Pvt Ltd “Mahalaxmi House”, YSL Avenue, Opp. Ketav Petrol Pump,
–
Polytechnic Road, Ambawadi, Ahmedabad 380 015, Gujarat.
17 Heena Agriculture Private Limited “Mahalaxmi House”, YSL Avenue, Opp. Ketav Petrol Pump,
–
Polytechnic Road, Ambawadi, Ahmedabad 380 015, Gujarat.
18 Mahalaxmi Fabric Mills Private Limited “Mahalaxmi House”, YSL Avenue, Opp. Ketav Petrol Pump,
(Formerly known as “Sonnet Colours Pvt Ltd”) Polytechnic Road, Ambawadi, Ahmedabad – 380 015, Gujarat.
19 Ashita Mercantile Private Limited “Mahalaxmi House”, YSL Avenue, Opp. Ketav Petrol Pump,
–
Polytechnic Road, Ambawadi, Ahmedabad 380 015, Gujarat.
----- End of picture text -----

○ Directors:-

==> picture [405 x 189] intentionally omitted <==

----- Start of picture text -----

Sr. Name of the
Address
No. Director
1 Shri Jeetmal Bhoorchand Parekh Kamal Jeet - Sujan Bungalow, Hasunagar Co Op Society, B/h Shreyas
Chairperson Foundation, Ambawadi, Ahmedabad – 380 015, Gujarat.
-
(DIN: 00512415)
2 Shri Rahul Jeetmal Parekh 3, Anand Bungalows, Opp. Ketav Petrol Pump, Opp. Old Sachivalaya,
Managing Director Ambawadi, Ahmedabad – 380 015, Gujarat.
-
(DIN: 00500328)
3 Shri Anand Jeetmal Parekh 14 - State Bank of India Employees Co Op Hou Soc Limited, B/h C
Jt. Managing Director N Vidhyalaya, Ambawadi, Ahmedabad – 380 015, Gujarat.
-
(DIN: 00500384)
4 Smt. Sangita Sandeep Shingi D-32, Goyal Complex, Vastrapur Ahmedabad – 380 054, Gujarat.
Independent Director
-
(DIN: 06999605)
5 Shri Balveermal Kewalmal Singhvi B/901, Sundarvan Epitome, Opp,Star Bazar, Near Jodhpur Cross
Independent Director Road, Satellite Ahmedabad – 380 007, Gujarat.
-
(DIN: 05321014)
6 Shri Nehal Mayurbhai Shah 304, Shakuntal Apartment Opp. C.N. Vidhyalaya, Ambawadi,
Independent Director Ahmedabad – 380 015, Gujarat.
-
(DIN: 00020062)
----- End of picture text -----

● MFMPL:-

(a) Corporate Identification Number (CIN):- U24114GJ1991PTC015345
(b) Permanent Account Number (PAN):- AAGCS3045J

(c) Name of the Company:- Mahalaxmi Fabric Mills Private Limited (Formerly known as “Sonnet Colours Pvt Ltd”)

Page No. 8

Mahalaxmi Rubtech Limited - Notice to Equity Shareholders

(d) Date of incorporation:- 04[th] April, 1991
(e) Type of the Company:- Private Company. The Company is proposed to be converted into the Public Company pursuant to the Scheme and the Equity Shares of the Company are proposed to be listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).
(f) ○ Registered Office address:- “Mahalaxmi House”, YSL Avenue, Opp. Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad – 380 015, Gujarat.

○ E-mail Id:- [email protected]

(g) ○ Summary of the Main Object as per the Memorandum of Association:-
To carry on, either on its own account or on account of others, the business of manufacturing, trading, job-work, producing, processing, exporting, importing, dealing, weaving, sizing, spinning, ginning, pressing, packing, baling and preparation, bleaching, dying, colouring, finishing, mercerizing, calendaring, printing, packing, folding, and all kinds of processing of all types of fabrics and other textile and textile goods related to bed and table covers, bed sheets, pillow covers, curtains, textile and textile covers for household users and made up articles and apparels.
Main business carried on by the Company:- Manufacturing and trading of Textiles products.
(h) Details of change of Name, Registered Office and Objects of the Company, during the last five years:-
The Company has changed its Main Object, with effect from 23[rd] September, 2022. Please refer to Paragraph No. (g), as mentioned above, for the new Main Object of the Company.
The Company has changed its Name from “Sonnet Colours Pvt Ltd” to “Mahalaxmi Fabric Mills Private Limited”, with effect from 19[th ] October, 2022.
(i) Name of the Stock Exchange(s) where Securities of the Company are listed:- Presently, the Securities of the Company is not listed to any Stock Exchange.
(j) Details of the Capital structure of the Company including Authorized, Issued, Subscribed and Paid-up Share Capital:-

==> picture [408 x 96] intentionally omitted <==

----- Start of picture text -----

As on 31 [st] March, 2023:-
Amount
Particulars
(In Rupees)
-
Authorized Share Capital:
12,000 Equity Shares of Rs. 100/- each 12,00,000
3,000 9% Redeemable Preference Shares of Rs. 100/- each 3,00,000
Total . . . 15,00,000
Issued, Subscribed and Paid-up Share Capital:-
5,000 Equity Shares of Rs. 100/- each 5,00,000
Total . . . 5,00,000
----- End of picture text -----

There is no change in the Share Capital of MFMPL since 31[st] March, 2023.

(k) Name of the Promoters and Directors along with their addresses:-

○ Promoters:-

==> picture [406 x 247] intentionally omitted <==

----- Start of picture text -----

Sr. Name of the
Address
No. Promoter
1 Shri Jeetmal Bhoorchand Parekh Kamal Jeet - Sujan Bungalow, Hasunagar Co Op Society, B/h Shreyas
–
Foundation, Ambawadi, Ahmedabad 380 015, Gujarat.
2 Shri Rahul Jeetmal Parekh 3, Anand Bungalows, Opp. Ketav Petrol Pump, Opp. Old Sachivalaya,
–
Ambawadi, Ahmedabad 380 015, Gujarat.
3 Shri Anand Jeetmal Parekh 14 - State Bank of India Employees Co Op Hou Soc Limited, B/h C N
–
Vidhyalaya, Ambawadi, Ahmedabad 380 015, Gujarat.
4 Smt. Kamladevi Jeetmal Parekh Kamal Jeet - Sujan Bungalow, Hasunagar Co Op Society, B/h Shreyas
–
Foundation, Ambawadi, Ahmedabad 380 015, Gujarat.
5 Smt. Ratna Rahul Parekh 3, Anand Bungalows, Opp. Ketav Petrol Pump, Opp. Old Sachivalaya,
–
Ambawadi, Ahmedabad 380 015, Gujarat.
6 Smt. Amita Anand Parekh 14 - State Bank of India Employees Co Op Hou Soc Limited, B/h C N
–
Vidhyalaya, Ambawadi, Ahmedabad 380 015, Gujarat.
7 Shri Jeetmal Bhoorchand Parekh Jointly Kamal Jeet - Sujan Bungalow, Hasunagar Co Op Society, B/h Shreyas
with Smt. Kamladevi Jeetmal Parekh Foundation, Ambawadi, Ahmedabad – 380 015, Gujarat.
8 Smt. Mamta Atulkumar Jain W-102, G K Part-1, Greater Kailash S O, Greater Kailash, South Delhi
–
110 048, Delhi.
9 Heena Agriculture Private Limited “Mahalaxmi House”, YSL Avenue, Opp. Ketav Petrol Pump,
–
Polytechnic Road, Ambawadi, Ahmedabad 380 015, Gujarat.
10 Mahalaxmi Calchem Private Limited “Mahalaxmi House”, YSL Avenue, Opp. Ketav Petrol Pump,
–
Polytechnic Road, Ambawadi, Ahmedabad 380 015, Gujarat.
11 Anand Chem Industries Pvt Ltd “Mahalaxmi House”, YSL Avenue, Opp. Ketav Petrol Pump,
–
Polytechnic Road, Ambawadi, Ahmedabad 380 015, Gujarat.
12 Rainbow Exports Pvt Ltd “Mahalaxmi House”, YSL Avenue, Opp. Ketav Petrol Pump,
Polytechnic Road, Ambawadi, Ahmedabad – 380 015, Gujarat.
----- End of picture text -----

○ Directors:-

Sr. No.	Name of the Director	Address
1	Shri Jeetmal Bhoorchand Parekh Chairperson (DIN:-00512415)	Kamal Jeet - Sujan Bungalow, Hasunagar Co Op Society, B/h Shreyas Foundation, Ambawadi, Ahmedabad – 380 015, Gujarat.

Page No. 9

Mahalaxmi Rubtech Limited - Notice to Equity Shareholders

2	Shri Rahul Jeetmal Parekh Director (DIN:-00500328)	3, Anand Bungalows, Opp. Ketav Petrol Pump, Opp. Old Sachivalaya, Ambawadi, Ahmedabad – 380 015, Gujarat.
3	Shri Anand Jeetmal Parekh Director (DIN:-00500384)	14 - State Bank of India Employees Co Op Hou Soc Limited, B/h C N Vidhyalaya, Ambawadi, Ahmedabad – 380 015, Gujarat.

● GTPL:-

(a) Corporate Identification Number (CIN):- U17299GJ2017PTC098506
(b) Permanent Account Number (PAN):- AAGCG9476R
(c) Name of the Company:- Globale Tessile Private Limited
(d) Date of incorporation:- 01[st] August, 2017
(e) Type of the Company:- Private Company. The Company is proposed to be converted into the Public Company pursuant to the Scheme and the Equity Shares of the Company are proposed to be listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).
(f) ○ Registered Office address:- “Mahalaxmi House”, YSL Avenue, Opp. Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad – 380 015, Gujarat.

○ E-mail Id:- [email protected]

(g) ○ Summary of the Main Object as per the Memorandum of Association:-
To carry on, either on its own account or account of others, the business of manufacturing, trading, job work, producing, processing, exporting, importing, dealing, weaving, sizing, spinning, ginning, pressing, packing, baling of cotton, polyester, viscose, synthetics, linen, rayon, nylon, silk, artificial silk, wool, jute, hemp, man-made fibres, mixed fibres and any other fibrous substances and the preparation, bleaching, dying, colouring, finishing, mercerizing, calendaring, printing, packing, folding and all kind of processing of yarn, cloth, fabric and other substances whether textile, frebled, knitted, hosiery, netted or looped and manufacturing, buying, selling, exporting, importing and dealing in yarn, fabric, cloth, waste, made up articles, apparels and garments of cotton, silk, artificial silk, wool, jute, hemp, viscose, synthetic, polyester, linen, rayon, nylon, man-made fibres, mixed fibres and other goods and merchandise made thereof.
To carry on the all types of job work relating to garments, made up articles, manufacturing like sewing machine, computerized embroidery machine, washing plants for washing of garments of all kinds.
To carry on the business of buy, sell, import, export of all kinds of garments, made up articles, furnishing fabrics, textiles including decorative hand and machine-made ready made garments, durries, rugs, sarees, shawls, tweeds, lines, flannels, scarfs, belts, tapestry and all other articles of silk, cotton, woolen and worsted materials and all sorts of apparels, dressing materials, cotton, mixed, blended products, nylon, polyester, fibres, yarn, hosiery and mixed fabrics, natural silk fabrics, and leather garments of all kinds including all kinds of commodities.
Main business carried on by the Company:- Trading of Textiles products.
(h) Details of change of Name, Registered Office and Objects of the Company, during the last five years:- There is no change of Name, Registered Office and Objects of the Company, during the last five years.
(i) Name of the Stock Exchange(s) where Securities of the Company are listed:- Presently, the Securities of the Company is not listed to any Stock Exchange.
(j) Details of the Capital structure of the Company including Authorized, Issued, Subscribed and Paid-up Share Capital:-

==> picture [408 x 86] intentionally omitted <==

----- Start of picture text -----

As on 31 [st] March, 2023:-
Amount
Particulars
(In Rupees)
-
Authorized Share Capital:
50,000 Equity Shares of Rs. 10/- each 5,00,000
Total . . . 5,00,000
Issued, Subscribed and Paid-up Share Capital:-
50,000 Equity Shares of Rs. 10/- each 5,00,000
Total . . . 5,00,000
----- End of picture text -----

There is no change in the Share Capital of GTPL since 31[st] March, 2023.

(k) Name of the Promoters and Directors along with their addresses:-

==> picture [408 x 160] intentionally omitted <==

----- Start of picture text -----

○ Promoters:-
Sr. Name of the
Address
No. Promoter
1 Mahalaxmi Rubtech Limited 47 New Cloth Market, O/s Raipur Gate, Ahmedabad – 380 002,
Gujarat.
2 Shri Jeetmal Bhoorchand Parekh Kamal Jeet - Sujan Bungalow, Hasunagar Co Op Society, B/h
–
(Nominee of Mahalaxmi Rubtech Limited) Shreyas Foundation, Ambawadi, Ahmedabad 380 015, Gujarat.
3 Shri Rahul Jeetmal Parekh 3, Anand Bungalows, Opp. Ketav Petrol Pump, Opp. Old
–
(Nominee of Mahalaxmi Rubtech Limited) Sachivalaya, Ambawadi, Ahmedabad 380 015, Gujarat.
4 Shri Anand Jeetmal Parekh 14 - State Bank of India Employees Co Op Hou Soc Limited, B/h
–
(Nominee of Mahalaxmi Rubtech Limited) C N Vidhyalaya, Ambawadi, Ahmedabad 380 015, Gujarat.
5 Smt. Kamladevi Jeetmal Parekh Kamal Jeet - Sujan Bungalow, Hasunagar Co Op Society, B/h
–
(Nominee of Mahalaxmi Rubtech Limited) Shreyas Foundation, Ambawadi, Ahmedabad 380 015, Gujarat.
6 Smt. Ratna Rahul Parekh 3, Anand Bungalows, Opp. Ketav Petrol Pump, Opp. Old
–
(Nominee of Mahalaxmi Rubtech Limited) Sachivalaya, Ambawadi, Ahmedabad 380 015, Gujarat.
7 Smt. Amita Anand Parekh 14 - State Bank of India Employees Co Op Hou Soc Limited, B/h
–
(Nominee of Mahalaxmi Rubtech Limited) C N Vidhyalaya, Ambawadi, Ahmedabad 380 015, Gujarat.
----- End of picture text -----

Page No. 10

Mahalaxmi Rubtech Limited - Notice to Equity Shareholders

○Directors:-	○Directors:-
Sr. No.	Name of the Director	Address
1	Shri Jeetmal Bhoorchand Parekh Chairperson (DIN:-00512415)	Kamal Jeet - Sujan Bungalow, Hasunagar Co Op Society, B/h Shreyas Foundation, Ambawadi, Ahmedabad – 380 015, Gujarat.
2	Shri Rahul Jeetmal Parekh Director (DIN:-00500328)	3, Anand Bungalows, Opp. Ketav Petrol Pump, Opp. Old Sachivalaya, Ambawadi, Ahmedabad – 380 015, Gujarat.
3	Shri Anand Jeetmal Parekh Director (DIN:-00500384)	14 - State Bank of India Employees Co Op Hou Soc Limited, B/h C N Vidhyalaya, Ambawadi, Ahmedabad – 380 015, Gujarat.

(iii) Relationship between the Companies:-

MRT, MFMPL and GTPL are run by the same Promoters i.e. Parekh Family. Further, all the Companies are having common Promoters Directors.

The Second Resulting Company is a Wholly Owned Subsidiary Company of the Demerged Company.

(iv) Board Meeting approval:-

● MRT:-

The Board of Directors of the Company, in its Board Meeting held on 16[th] February, 2023, has approved the Scheme. Details of the - manner in which the Directors voted at this Meeting are as follows:

Sr. No.	Name of the Director	Vote in Favour/Against/Did not vote or participate
1	Shri Jeetmal Bhoorchand Parekh Chairperson (DIN:-00512415)	In Favour
2	Shri Rahul Jeetmal Parekh Managing Director (DIN:-00500328)	In Favour
3	Shri Anand Jeetmal Parekh Jt. Managing Director (DIN:-00500384)	In Favour
4	Smt. Sangita Sandeep Shingi Independent Director (DIN:-06999605)	In Favour
5	Shri Balveermal Kewalmal Singhvi Independent Director (DIN:-05321014)	In Favour
6	Shri Nehal Mayurbhai Shah Independent Director (DIN:-00020062)	In Favour

● MFMPL:-

Sr. No.	Name of the Director	Vote in Favour/Against/Did not vote or participate
1	Shri Jeetmal Bhoorchand Parekh Chairperson (DIN:-00512415)	In Favour
2	Shri Rahul Jeetmal Parekh Managing Director (DIN:-00500328)	In Favour
3	Shri Anand Jeetmal Parekh Jt. Managing Director (DIN:-00500384)	In Favour

● GTPL:-

Sr. No.	Name of the Director	Vote in Favour/Against/Did not vote or participate
1	Shri Jeetmal Bhoorchand Parekh Chairperson (DIN:-00512415)	In Favour
2	Shri Rahul Jeetmal Parekh Managing Director (DIN:-00500328)	In Favour
3	Shri Anand Jeetmal Parekh Jt. Managing Director (DIN:-00500384)	In Favour

(v) Details of the Scheme:-

(a) Parties involved in Scheme:-

Page No. 11

Mahalaxmi Rubtech Limited - Notice to Equity Shareholders

Sr. No.	Name of the Party	Details of the Party
1	Mahalaxmi Rubtech Limited (MRT) (CIN:-L25190GJ1991PLC016327)	Demerged Company
2	Mahalaxmi Fabric Mills Private Limited (Formerly known as “Sonnet Colours Pvt Ltd”) (MFMPL) (CIN:-U17100GJ1991PTC015345)	First Resulting Company
3	Globale Tessile Private Limited (GTPL) (CIN:-U17299GJ2017PTC098506)	Second Resulting Company

(b) ○ Appointed Date:- 01[st] April, 2022

○ Effective Date:- The last of the dates, namely, that on which the last of the consents, approvals, permissions, resolutions and orders as mentioned in Clause 34.1 of the Scheme shall be obtained or passed; or that on which all necessary certified copies of orders under Sections 230 - 232 of the Act shall be duly filed with the appropriate Registrar of Companies. The last of such dates shall be the Effective Date for the purpose of the Scheme.

Share Exchange Ratio:-
The entire issued, subscribed and paid-up Equity Shares Capital of MFMPL and GTPL shall be cancelled.
In consideration of transfer of the First Demerged Undertaking of MRT, MFMPL shall issue and allot 1,06,20,275 (One Crores Six Lakhs Twenty Thousand Two Hundred and Seventy Five) new Equity Shares Capital of Rs. 10/- (₹ Ten Only) each, credited as fully paid-up, to the Shareholders of MRT, in the ratio of 1 (One) new Equity Share of MFMPL, for every 1 (One) Equity Share in MRT.
In consideration of transfer of the Second Demerged Undertaking of MRT, GTPL shall issue and allot 1,06,20,275 (One Crores Six Lakhs Twenty Thousand Two Hundred and Seventy Five) new Equity Shares Capital of Rs. 10/- (Rupees Ten Only) each, credited as fully paid-up, to the Shareholders of MRT, in the ratio of 1 (One) new Equity Share of GTPL, for every 1 (One) Equity Share in MRT.
Other Considerations:- There is no other considerations envisaged in the Scheme.
(c) Summary of the Valuation Report:-
Valuation Report dated 12[th] February, 2023, on Fair Equity Share Exchange Ratio, has been issued by an Independent Registered Valuer namely Shri Dilipkumar Shah, Proprietor of M/s. D. Shah & Associates. Valuation Report is attached herewith, as an Annexure – B .
The Valuation Report has described, inter alia, the approaches and methods adopted by him in arriving at the Share Exchange Ratio and the detailed computation of the Share Exchange Ratio for the Scheme. In the Valuation Report, the Registered Valuer has provided that a Share Exchange Ratio, in the event of the Demerger of the First Demerged Undertaking would be 1 (One) fully paid-up Equity Share of Rs. 10/- each in MFMPL for every 1 (One) Equity Share of Rs. 10/- each held in MRT. Further, a Share Exchange Ratio, in the event of the Demerger of the Second Demerged Undertaking would be 1 (One) fully paid-up Equity Share of Rs. 10/- each in GTPL for every 1 (One) Equity Share of Rs. 10/- each held in MRT.
Fairness Opinion Report dated 15[th] February, 2023, on the Fair Share Exchange Ratio certified by the Registered Valuer, has been issued by an Independent SEBI Registered Merchant Banker namely Beeline Capital Advisors Private Limited. Fairness Opinion Report is attached herewith, as an Annexure – C .
The recommendation of the Share Exchange Ratio, as mentioned above, has been approved by the Board of Directors of MRT, MFMPL and GTPL.
The Valuation Report and Fairness Opinion Report are available for inspection by the Members and Creditors at the Registered Office of MRT, MFMPL and GTPL, between 10:30 a.m. to 6:00 p.m., on any day (Except Saturday, Sunday and Public Holidays) upto one day prior to the date of the Meeting.
(d) Details of Capital/Debt Restructuring:- There is no Capital/Debt Restructuring envisaged in the Scheme.
(e) Rationale for the Scheme:-
Mahalaxmi Rubtech Limited is engaged in different businesses as under:-
- Rubber/Technical Textiles Division
- Weaving Division
- Traditional Textiles Processing Division
- Wind Power Division
- Trading Textiles Division
It is proposed to embark upon the agenda of rapid growth and development over the coming years with clear focus on its core businesses in three major verticals i.e. Rubber/Technical Textiles Division, Traditional Textiles Processing Division and Trading Textiles Division. It is therefore decided to create a simpler group structure wherein emphasis will be on the growth of all three Divisions through different verticals. It is felt that such structure will help effectively focusing on core competence of each of these three different Divisions. A talented pool of human resources driving each of these three Divisions will strive to achieve the desired goals in a span of a few years.
The Scheme of Arrangements therefore proposes to demerge the Traditional Textiles Processing Division located at Narol, Ahmedabad and Wind Power Division of Mahalaxmi Rubtech Limited along with existing investment of Mahalaxmi Rubtech Limited in its Wholly Owned Subsidiary Company namely Mahalaxmi Exports Private Limited (CIN:- U17299GJ2019PTC110673) and vesting the same in to Mahalaxmi Fabric Mills Private Limited. The Scheme also proposes to simultaneously demerge the Trading Textiles Division of Mahalaxmi Rubtech Limited and vesting the same in to Globale Tessile Private Limited which is a wholly owned subsidiary Company of Mahalaxmi Rubtech Limited. After Demerger, Rubber/Technical Textiles Division and Weaving Division located at Sanand, Dist. Ahmedabad, shall be remaining business of Mahalaxmi Rubtech Limited, the Demerged Company.
(f) Benefits of the Scheme as perceived by the Board of Directors to the Company, Members, Creditors and others:-

The Scheme would be in the best interest of MRT, MFMPL and GTPL and their respective Shareholders, Creditors and other Stakeholders as the Demerger pursuant to the Scheme is expected, inter alia, to result in the following benefits:-

Creation of the independent Companies i.e. MFMPL focusing on the Traditional Textiles Processing Division and GTPL focusing on the Trading Textiles Division and exploring opportunities in the said Divisions.

Page No. 12

Mahalaxmi Rubtech Limited - Notice to Equity Shareholders

Dedicated and specialized Management focusing on the specific needs of the respective Divisions.
Leading to opportunity for growth and value creation in the long run and maximizing the value and returns to the Shareholders.
Unlocking the value of the Demerged Undertaking for the Shareholders of MRT.
(g) Amount due to Unsecured Creditors:-

(Rupees in Lakhs)

Sr. No.	Name of the Company	Total Amount due to Unsecured Creditors	Total Amount due to Unsecured Creditors
		Audited 3 Months period ended on 30th June, 2023	F.Y. 2022-23
1	MRT	5100.30	5440.55
2	MFMPL	0.52	0.56
3	GTPL	89.89	153.79

(vi) Disclosure about the effect of the Scheme:-

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Sr. Category Effect of the Scheme on the Stakeholders
No. of the Stakeholders MRT MFMPL GTPL
1 Promoters The effect of the Scheme on the Promoters, Non-Promoter Members and Key Managerial
2 Non-Promoter Personnel of the Company has been set out in the Report adopted by the Board of Directors of
Members MRT, MFMPL and GTPL, pursuant to Section 232(2)(c) of the Act. The Report of the Board of
3 Key Managerial Directors of MRT, MFMPL and GTPL are attached herewith, as an Annexure – D, E and F ,
Personnel respectively.
4 Directors The Scheme will have no effect on the Directors of the Company other than Shri Jeetmal B.
Parekh, Shri Rahul J. Parekh and Shri. Anand J. Parekh. Effect of the Scheme on the said
Directors is disclosed in the Report of the Board of Directors of MRT, MFMPL and GTPL are
attached herewith, as an Annexure – D, E and F , respectively. The composition of the Board
of Directors of the Company may change by appointment, retirement or resignation in
accordance with the provisions of the Act, the SEBI (LODR) Regulations, 2015, Memorandum
and Articles of Association of the Company.
5 Creditors Upon the Scheme becoming The liability of MFMPL The liability of GTPL
effective:- towards its Creditors shall towards its Creditors shall
- All outstanding liabilities of not undergo any change, not undergo any change,
MRT in relation to the First pursuant to the Scheme. pursuant to the Scheme.
Demerged Undertaking, with
effect from the Effective Date,
shall be deemed to have been
liabilities of MFMPL.
- All outstanding liabilities of
MRT in relation to the Second
Demerged Undertaking, with
effect from the Effective Date,
shall be deemed to have been
liabilities of GTPL.
6 Employee Upon the Scheme becoming There will be no adverse There will be no adverse
effective:- effect of the Scheme on the effect of the Scheme on the
- All the employees of MRT employees of MFMPL. employees of GTPL.
employed in or in relation to
the First Demerged
Undertaking, with effect from
the Effective Date, shall be
deemed to have been
employees of MFMPL,
without any interruption in
service of them.
- All the employees of MRT
employed in or in relation to
the Second Demerged
Undertaking, with effect from
the Effective Date, shall be
deemed to have been
employees of GTPL, without
any interruption in service of
them.
7 Depositors There is not any Depositor in the Company.
8 Debenture Holders There is not any Debenture Holder in the Company.
9 Deposit Trustee and There is not any Deposit Trustee and Debenture Trustee in the Company.
Debenture Trustee
----- End of picture text -----

(vii) Disclosure about effect of Scheme on material interests of Directors, Key Managerial Personnel (KMP) and Debenture Trustee:-

None of the Directors, Key Managerial Personnel, if any, of MRT, MFMPL and GTPL and their respective Relatives have any material interests on which the Scheme has an effect, except to the extent of new Shares to be issued by both the Resulting Companies in proportion to their respective Shareholdings in MRT, MFMPL and GTPL, if any, and/or to the extent the said Directors/Key Managerial Personnel are common Directors of MRT, MFMPL and GTPL (As may be applicable), if any.

The details of the Shareholdings of the Directors and Key Managerial Personnel, as on 31[st] March, 2023, are as under:-

● MRT:-

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----- Start of picture text -----

Sr. Name of the Number of Shares held
No. Director in the Company
1 Shri Jeetmal Bhoorchand Parekh
----- End of picture text -----

Name of the Director Shri Jeetmal Bhoorchand Parekh	Number of Shares held in the Company
Chairperson	12,89,513
(DIN:-00512415)
		Page No. 13

Mahalaxmi Rubtech Limited - Notice to Equity Shareholders

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2 Shri Rahul Jeetmal Parekh
Managing Director 18,37,710
-
(DIN: 00500328)
3 Shri Anand Jeetmal Parekh
Jt. Managing Director 17,05,676
-
(DIN: 00500384)
4 Smt. Sangita Sandeep Shingi
Independent Director Nil
-
(DIN: 06999605)
5 Shri Balveermal Kewalmal Singhvi
Independent Director Nil
-
(DIN: 05321014)
6 Shri Nehal Mayurbhai Shah
Independent Director Nil
-
(DIN: 00020062)
7 Shri Rajendra Ratanchand Mehta Nil
Chief Financial Officer
8 Smt. Shital Marsh Trivedi
Nil
Company Secretary
----- End of picture text -----

There is no change in the Shareholdings of the Directors and Key Managerial Personnel of MRT, since 31[st] March, 2023.

● MFMPL:-

Sr. No.	Name of the Director	Number of Shares held in the Company
1	Shri Jeetmal Bhoorchand Parekh Chairperson (DIN:-00512415)	450
2	Shri Rahul Jeetmal Parekh Managing Director (DIN:-00500328)	450
3	Shri Anand Jeetmal Parekh Jt. Managing Director (DIN:-00500384)	450

There is no change in the Shareholdings of the Directors of MFMPL, since 31[st] March, 2023.

● GTPL:-

Sr. No.	Name of the Director	Number of Shares held in the Company
1	Shri Jeetmal Bhoorchand Parekh Chairperson (DIN:-00512415)	1 (In the capacity of Nominee of MRT)
2	Shri Rahul Jeetmal Parekh Managing Director (DIN:-00500328)	1 (In the capacity of Nominee of MRT)
3	Shri Anand Jeetmal Parekh Jt. Managing Director (DIN:-00500384)	1 (In the capacity of Nominee of MRT)

There is no change in the Shareholdings of the Directors of GTPL, since 31[st] March, 2023.

(viii) Investigation or proceedings pending against the Company under the Act:- There is no any investigation or proceedings instituted/pending against MRT, MFMPL and GTPL under the Companies Act, 1956 and/or the Companies Act, 2013.
(ix) Details of the availability of the documents for obtaining extract from or for making or obtaining copies of or for inspection:-

The Copies of all the documents relating to the Scheme including the following documents will be available for obtaining extract from or for making or obtaining copies of or for inspection by the Members and Creditors at the Registered Office of MRT, MFMPL and GTPL, between 10:30 a.m. to 6:00 p.m., on any day (Except Saturday, Sunday and Public Holidays) upto one day prior to the date of the Meeting. A written request in this regard may be addressed to the e-mail Id:- [email protected]:-

(a) Latest Audited Financial Statements of MRT, MFMPL and GTPL including Consolidated Audited Financial Statements, wherever applicable;
(b) Directions of the NCLT, vide its Order dated 19[th ] October, 2023, in pursuance of which the Meeting is being convened or has been dispensed with;
(c) Scheme of Arrangements;
(d) Certificate issued by the Statutory Auditors of MRT dated 15[th] March, 2023; Certificate issued by the Statutory Auditors of MFMPL dated 05[th] August, 2023; and Certificate issued by the Statutory Auditors of GTPL dated 05[th] August, 2023, to the effect that the accounting treatment proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Act;
(e) Valuation Report dated 12[th] February, 2023, issued by an Independent Registered Valuer namely Shri Dilipkumar Shah, Proprietor of M/s. D. Shah & Associates;
(f) Fairness Opinion Report dated 15[th] February, 2023, issued by an Independent SEBI Registered Merchant Banker namely Beeline Capital Advisors Private Limited;
(g) Extract of the Board Resolution dated 16[th] February, 2023 of MRT, MFMPL and GTPL approving the Scheme;
(h) Audit Committee Report and Independent Directors Committee Report dated 16[th] February, 2023, of MRT; and (i) Observation Letters issued by the BSE and NSE to MRT both dated 01[st] August, 2023.
(x) Details of approvals, sanctions or no-objection(s), if any, from the Regulatory or any other Government Authority:-
(a) In terms of Regulation 37 of the SEBI (LODR) Regulations, 2015, Observation Letters has been issued by the BSE and NSE to MRT both dated 01[st] August, 2023.
(b) As required by the SEBI Master Circular No.:- SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20[th] June, 2023, MRT has filed its Complaints Reports to the BSE, on 11[th] April, 2023 and to the NSE, on 18[th] April, 2023.

Page No. 14

Mahalaxmi Rubtech Limited - Notice to Equity Shareholders

(c) The Scheme was filed by MRT, MFMPL and GTPL, as a joint application, with the NCLT, Ahmedabad Bench, on 16[th] August, 2023 and the NCLT has passed Directions to convene and/or dispense with the Meeting(s), vide an Order dated 19[th ] October, 2023.
(d) Pursuant to Sections 230 and 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the Scheme is subject to approval by the requisite majority of the Shareholders and Unsecured Creditors of MRT, MFMPL and GTPL.
(e) The Scheme is conditional and subject to necessary sanctions and approvals as may be applicable.

VIII. Details as per the SEBI Master Circular No.:- SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20[th] June, 2023:-

(i) Abridged Prospectus of the Unlisted Companies involved in the Scheme:- Information pertaining to MFMPL and GTPL, being the Unlisted Companies involved in the Scheme, in the format specified for the Abridged Prospectus as provided in Schedule VI - Part E of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, are attached herewith, as an Annexure – G and H , respectively.
(ii) Observation Letters issued by the BSE and NSE to MRT, dated 01[st] August, 2023, are attached herewith, as an Annexure – I and J , respectively.
(iii) Pre and Post Arrangements Capital Structure:-

● MRT:-

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----- Start of picture text -----

-
Pre Arrangements Capital Structure:
Amount
Particulars
(In Rupees)
-
Authorized Share Capital:
2,50,00,000 Equity Shares of Rs. 10/- each 25,00,00,000
Total . . . 25,00,00,000
Issued, Subscribed and Paid-up Share Capital:-
1,06,20,275 Equity Shares of Rs. 10/- each 10,62,02,750
Total . . . 10,62,02,750
-
Post Arrangements Capital Structure:
Amount
Particulars
(In Rupees)
-
Authorized Share Capital:
1,10,00,000 Equity Shares of Rs. 10/- each 11,00,00,000
Total . . . 11,00,00,000
Issued, Subscribed and Paid-up Share Capital:-
1,06,20,275 Equity Shares of Rs. 10/- each 10,62,02,750
Total . . . 10,62,02,750
----- End of picture text -----

● MFMPL:-

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----- Start of picture text -----

-
Pre Arrangements Capital Structure:
Amount
Particulars
(In Rupees)
-
Authorized Share Capital:
12,000 Equity Shares of Rs. 100/- each 12,00,000
3,000 9% Redeemable Preference Shares of Rs. 100/- each 3,00,000
Total . . . 15,00,000
Issued, Subscribed and Paid-up Share Capital:-
5,000 Equity Shares of Rs. 100/- each 5,00,000
Total . . . 5,00,000
-
Post Arrangements Capital Structure:
Amount
Particulars
(In Rupees)
-
Authorized Share Capital:
1,10,00,000 Equity Shares of Rs. 10/- each 11,00,00,000
Total . . . 11,00,00,000
Issued, Subscribed and Paid-up Share Capital:-
1,06,20,275 Equity Shares of Rs. 10/- each 10,62,02,750
Total . . . 10,62,02,750
----- End of picture text -----

==> picture [429 x 190] intentionally omitted <==

----- Start of picture text -----

● GTPL:-
-
Pre Arrangements Capital Structure:
Amount
Particulars
(In Rupees)
-
Authorized Share Capital:
50,000 Equity Shares of Rs. 10/- each 5,00,000
Total . . . 5,00,000
Issued, Subscribed and Paid-up Share Capital:-
50,000 Equity Shares of Rs. 10/- each 5,00,000
Total . . . 5,00,000
-
Post Arrangements Capital Structure:
Amount
Particulars
(In Rupees)
-
Authorized Share Capital:
1,10,00,000 Equity Shares of Rs. 10/- each 11,00,00,000
Total . . . 11,00,00,000
Issued, Subscribed and Paid-up Share Capital:-
1,06,20,275 Equity Shares of Rs. 10/- each 10,62,02,750
Total . . . 10,62,02,750
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Page No. 15

Mahalaxmi Rubtech Limited - Notice to Equity Shareholders

(iv) Pre and Post Arrangements Shareholding Pattern:-

● MRT:-

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Pre Arrangements Post Arrangements
Sr.
Description Number of Number of
No. % %
Shares Shares
(A) Shareholding of Promoter and Promoter Group
1 Indian
(a) Individuals / Hindu Undivided Family 6321500 59.52 6321500 59.52
(b) Central Government / State Government(s)
(c) Financial Institutions / Banks
(d) Any Other (Specify) 560691 5.28 560691 5.28
Sub Total (A)(1) 6882191 64.80 6882191 64.80
2 Foreign
(a) Individuals (Non Residents Individuals / Foreign Individuals)
(b) Government
(c) Institutions
(d) Foreign Portfolio Investor
(e) Any Other (Specify)
Sub Total (A)(2)
Total Shareholding of Promoter and Promoter Group (A) = (A)(1) + (A)(2) 6882191 64.80 6882191 64.80
(B) Public Shareholding
1 Institutions (Domestic)
(a) Mutual Funds 7900 0.07 7900 0.07
(b) Venture Capital Funds
(c) Alternate Investment Funds
(d) Banks
(e) Insurance Companies
(f) Provident Funds / Pension Funds
(g) Asset Reconstruction Companies
(h) Sovereign Wealth Funds
(i) NBFCs registered with RBI 125 0.00 125 0.00
(j) Other Financial Institutions
(k) Any Other (Specify)
Sub Total (B)(1) 8025 0.08 8025 0.08
2 Institutions (Foreign)
(a) Foreign Direct Investment
(b) Foreign Venture Capital Investors
(c) Sovereign Wealth Funds
(d) Foreign Portfolio Investors Category I 61794 0.58 61794 0.58
(e) Foreign Portfolio Investors Category II
(f) Overseas Depositories (Holding DRs) (Balancing figure)
(g) Any Other (specify)
Sub Total (B)(2) 61794 0.58 61794 0.58
3 Central Government / State Government(s)
(a) Central Government / President of India
(b) State Government / Governor
Shareholding by Companies or Bodies Corporate where Central / State
(c)
Government is a promoter
Sub Total (B)(3)
4 Non-institutions
(a) Associate Companies / Subsidiaries
Directors and their relatives (excluding Independent Directors and
(b)
Nominee Directors)
(c) Key Managerial Personnel
Relatives of Promoters (other than ‘immediate relatives’ of Promoters
(d) ‘ ’
disclosed under Promoter and Promoter Group category)
Trusts where any person belonging to 'Promoter and Promoter Group'
(e) category is 'trustee', 'beneficiary', or 'author of the trust'
(f) Investor Education and Protection Fund (IEPF) 177598 1.67 177598 1.67
(g) Resident Individuals holding Nominal Share Capital up to Rs. 2 Lakhs 1527006 14.38 1527006 14.38
(h) Resident Individuals holding Nominal Share Capital in excess of Rs. 2 Lakhs 1289252 12.14 1289252 12.14
(i) Non Resident Indians (NRIs) 16321 0.15 16321 0.15
(j) Foreign Nationals
(k) Foreign Companies
(l) Bodies Corporate 416465 3.92 416465 3.92
(m) Any Other (specify) 241713 2.28 241713 2.28
Sub Total (B)(4) 3668265 34.54 3668265 34.54
Total Public Shareholding (B) = (B)(1) + (B)(2) + (B)(3) + (B)(4) 3738084 35.20 3738084 35.20
(C) Non Promoter – Non Public Shareholding
(1) Custodian / DR Holder - Name of DR Holders (If Available)
Employee Benefit Trust / Employee Welfare Trust under SEBI (Share
(2)
Based Employee Benefits and Sweat Equity) Regulations, 2021
Total Non Promoter – Non Public Shareholding
(C) = (C)(1) + (C)(2)
GRAND TOTAL (A)+(B)+(C) 10620275 100.00 10620275 100.00
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Page No. 16

Mahalaxmi Rubtech Limited - Notice to Equity Shareholders

● MFMPL:-

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Pre Arrangements Post Arrangements
Sr.
No. Description Number of % Number of %
Shares Shares
(A) Shareholding of Promoter and Promoter Group
1 Indian
(a) Individuals / Hindu Undivided Family 3190 63.80 6321500 59.52
(b) Central Government / State Government(s)
(c) Financial Institutions / Banks
(d) Any Other (Specify) 1810 36.20 560691 5.28
Sub Total (A)(1) 5000 100.00 6882191 64.80
2 Foreign
(a) Individuals (Non Residents Individuals / Foreign Individuals)
(b) Government
(c) Institutions
(d) Foreign Portfolio Investor
(e) Any Other (Specify)
Sub Total (A)(2)
Total Shareholding of Promoter and Promoter Group
(A) = (A)(1) + (A)(2) 5000 100.00 6882191 64.80
(B) Public Shareholding
1 Institutions (Domestic)
(a) Mutual Funds 7900 0.07
(b) Venture Capital Funds
(c) Alternate Investment Funds
(d) Banks
(e) Insurance Companies
(f) Provident Funds / Pension Funds
(g) Asset Reconstruction Companies
(h) Sovereign Wealth Funds
(i) NBFCs registered with RBI 125 0.00
(j) Other Financial Institutions
(k) Any Other (Specify)
Sub Total (B)(1) 8025 0.08
2 Institutions (Foreign)
(a) Foreign Direct Investment
(b) Foreign Venture Capital Investors
(c) Sovereign Wealth Funds
(d) Foreign Portfolio Investors Category I 61794 0.58
(e) Foreign Portfolio Investors Category II
(f) Overseas Depositories (Holding DRs) (Balancing figure)
(g) Any Other (specify)
Sub Total (B)(2) 61794 0.58
3 Central Government / State Government(s)
(a) Central Government / President of India
(b) State Government / Governor
Shareholding by Companies or Bodies Corporate where Central / State
(c)
Government is a promoter
Sub Total (B)(3)
4 Non-institutions
(a) Associate Companies / Subsidiaries
Directors and their relatives (excluding Independent Directors and
(b)
Nominee Directors)
(c) Key Managerial Personnel
Relatives of Promoters (other than ‘immediate relatives’ of Promoters
(d) disclosed under ‘Promoter and Promoter Group’ category)
Trusts where any person belonging to 'Promoter and Promoter Group'
(e) ' ' ' ' ' '
category is trustee , beneficiary , or author of the trust
(f) Investor Education and Protection Fund (IEPF) 177598 1.67
(g) Resident Individuals holding Nominal Share Capital up to Rs. 2 Lakhs 1527006 14.38
Resident Individuals holding Nominal Share Capital in excess of Rs.
(h) 2 Lakhs 1289252 12.14
(i) Non Resident Indians (NRIs) 16321 0.15
(j) Foreign Nationals
(k) Foreign Companies
(l) Bodies Corporate 416465 3.92
(m) Any Other (specify) 241713 2.28
Sub Total (B)(4) 3668265 34.54
Total Public Shareholding (B) = (B)(1) + (B)(2) + (B)(3) + (B)(4) 3738084 35.20
(C) Non Promoter – Non Public Shareholding
(1) Custodian / DR Holder - Name of DR Holders (If Available)
Employee Benefit Trust / Employee Welfare Trust under SEBI (Share
(2)
Based Employee Benefits and Sweat Equity) Regulations, 2021
Total Non Promoter – Non Public Shareholding
(C) = (C)(1) + (C)(2)
GRAND TOTAL (A)+(B)+(C) 5000 100.00 10620275 100.00
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Page No. 17

Mahalaxmi Rubtech Limited - Notice to Equity Shareholders

● GTPL:-

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Pre Arrangements Post Arrangements
Sr.
No. Description Number of % Number of %
Shares Shares
(A) Shareholding of Promoter and Promoter Group
1 Indian
(a) Individuals / Hindu Undivided Family 6 0.01 6321500 59.52
(b) Central Government / State Government(s)
(c) Financial Institutions / Banks
(d) Any Other (Specify) 49994 99.99 560691 5.28
Sub Total (A)(1) 50000 100.00 6882191 64.80
2 Foreign
(a) Individuals (Non Residents Individuals / Foreign Individuals)
(b) Government
(c) Institutions
(d) Foreign Portfolio Investor
(e) Any Other (Specify)
Sub Total (A)(2)
Total Shareholding of Promoter and Promoter Group
(A) = (A)(1) + (A)(2) 50000 100.00 6882191 64.80
(B) Public Shareholding
1 Institutions (Domestic)
(a) Mutual Funds 7900 0.07
(b) Venture Capital Funds
(c) Alternate Investment Funds
(d) Banks
(e) Insurance Companies
(f) Provident Funds / Pension Funds
(g) Asset Reconstruction Companies
(h) Sovereign Wealth Funds
(i) NBFCs registered with RBI 125 0.00
(j) Other Financial Institutions
(k) Any Other (Specify)
Sub Total (B)(1) 8025 0.08
2 Institutions (Foreign)
(a) Foreign Direct Investment
(b) Foreign Venture Capital Investors
(c) Sovereign Wealth Funds
(d) Foreign Portfolio Investors Category I 61794 0.58
(e) Foreign Portfolio Investors Category II
(f) Overseas Depositories (Holding DRs) (Balancing figure)
(g) Any Other (specify)
Sub Total (B)(2) 61794 0.58
3 Central Government / State Government(s)
(a) Central Government / President of India
(b) State Government / Governor
Shareholding by Companies or Bodies Corporate where Central / State
(c)
Government is a promoter
Sub Total (B)(3)
4 Non-institutions
(a) Associate Companies / Subsidiaries
Directors and their relatives (excluding Independent Directors and
(b)
Nominee Directors)
(c) Key Managerial Personnel
Relatives of Promoters (other than ‘immediate relatives’ of Promoters
(d) disclosed under ‘Promoter and Promoter Group’ category)
Trusts where any person belonging to 'Promoter and Promoter Group'
(e) ' ' ' ' ' '
category is trustee , beneficiary , or author of the trust
(f) Investor Education and Protection Fund (IEPF) 177598 1.67
(g) Resident Individuals holding Nominal Share Capital up to Rs. 2 Lakhs 1527006 14.38
Resident Individuals holding Nominal Share Capital in excess of Rs.
(h) 2 Lakhs 1289252 12.14
(i) Non Resident Indians (NRIs) 16321 0.15
(j) Foreign Nationals
(k) Foreign Companies
(l) Bodies Corporate 416465 3.92
(m) Any Other (specify) 241713 2.28
Sub Total (B)(4) 3668265 34.54
Total Public Shareholding (B) = (B)(1) + (B)(2) + (B)(3) + (B)(4) 3738084 35.20
(C) Non Promoter – Non Public Shareholding
(1) Custodian / DR Holder - Name of DR Holders (If Available)
Employee Benefit Trust / Employee Welfare Trust under SEBI (Share
(2)
Based Employee Benefits and Sweat Equity) Regulations, 2021
Total Non Promoter – Non Public Shareholding
(C) = (C)(1) + (C)(2)
GRAND TOTAL (A)+(B)+(C) 50000 100.00 10620275 100.00
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Page No. 18

Mahalaxmi Rubtech Limited - Notice to Equity Shareholders

IX. Additional Information:-

(i) Assets and Liabilities of the Resulting Companies:-

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(Rupees in Lakhs)
Audited 3 Months period ended on
Particulars 30 [th] June, 2023
MFMPL GTPL
ASSETS
Non-Current Assets
Property, plant and equipment 0.00 0.00
Capital work-in-progress 0.00 0.00
Intangible Assets 0.00 0.00
Financial Assets
Investments 8.86 0.00
Loans 0.00 0.00
Other Financial Assets 0.00 0.00
Other Non-Current Assets 0.00 0.00
Total Non-Current Assets 8.86 0.00
Current Assets
Inventories 0.00 97.04
Financial Assets
Investments 0.00 0.00
Trade receivables 0.00 47.91
Cash and cash equivalents 75.31 1.99
Bank balances other than cash and cash equivalents 0.00 0.00
Loans 9.61 0.00
Other Financial Assets 0.00 0.00
Other Current Assets 0.00 1.59
Assets classified as held for sale 0.00 0.00
Total Current Assets 84.92 148.53
TOTAL ASSETS 93.78 148.53
EQUITY AND LIABILITIES
Equity
Equity Share Capital 5.00 5.00
Other Equity 70.53 53.43
Total Equity 75.53 58.43
Liabilities
Non-Current Liabilities
Financial Liabilities
Borrowings 0.30 85.96
Other Financial Liabilities 0.00 0.00
Provisions 0.00 0.00
Deferred Tax Liabilities (Net) 0.00 0.00
Other Non-Current Liabilities 0.00 0.00
Total Non-Current Liabilities 0.30 85.96
Current Liabilities
Financial Liabilities
Borrowings 0.00 0.00
Trade payables 0.22 3.93
Other Financial Liabilities 0.00 0.21
Other Current Liabilities 0.45 0.00
Provisions 0.00 0.00
Current tax Liabilities (Net) 17.28 0.00
Total Current Liabilities 17.95 4.14
Total Liabilities 18.25 90.10
TOTAL EQUITIES AND LIABILITIES 93.78 148.53
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(Rupees in Lakhs)

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Audited
Particulars F.Y. 2022-23
MFMPL GTPL
ASSETS
Non-Current Assets
Property, plant and equipment 0.00 0.00
Capital work-in-progress 0.00 0.00
Intangible Assets 0.00 0.00
Financial Assets
Investments 8.86 0.00
Loans 0.00 0.00
Other Financial Assets 0.00 0.00
Other Non-Current Assets 0.00 0.00
Total Non-Current Assets 8.86 0.00
Current Assets
Inventories 0.00 112.05
Financial Assets
Investments 0.00 0.00
Trade receivables 0.00 101.16
Cash and cash equivalents 75.36 4.83
Bank balances other than cash and cash equivalents 0.00 0.00
Loans 7.65 0.00
Other Financial Assets 0.00 0.00
Other Current Assets 0.00 2.07
Assets classified as held for sale 0.00 0.00
Total Current Assets 83.01 220.11
TOTAL ASSETS 91.87 220.11
EQUITY AND LIABILITIES
Equity
Equity Share Capital 5.00 5.00
Other Equity 68.98 59.91
Total Equity 73.98 64.91
Liabilities
Non-Current Liabilities
Financial Liabilities
Borrowings 0.30 120.96
Other Financial Liabilities 0.00 0.00
Provisions 0.00 0.00
Deferred Tax Liabilities (Net) 0.00 0.00
Other Non-Current Liabilities 0.00 0.00
Total Non-Current Liabilities 0.30 120.96
Current Liabilities
Financial Liabilities
Borrowings 0.00 0.00
Trade payables 0.26 32.83
Other Financial Liabilities 0.00 0.40
Other Current Liabilities 0.34 1.01
Provisions 16.99 0.00
Current tax Liabilities (Net) 0.00 0.00
Total Current Liabilities 17.59 34.24
Total Liabilities 17.89 155.20
TOTAL EQUITIES AND LIABILITIES 91.87 220.11
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Page No. 19

(Rupees in Lakhs)

Mahalaxmi Rubtech Limited - Notice to Equity Shareholders

(ii) Assets and Liabilities of the Demerged Undertakings:-

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Unaudited Financial Results (Limited reviewed) for 3 Months period ended on
30 [th] June, 2023
Particulars Undertaking * Residual UDemerged n First dertaking UDemerged * Second ndertaking Total of Demerged Company (On a Standalone Basis)
ASSETS
Non-Current Assets
Property, plant and equipment 3024.98 2788.39 0.00 5813.37
Capital work-in-progress 42.83 17.00 0.00 59.83
Intangible Assets 0.00 144.97 0.00 144.97
Financial Assets
Investments 26.93 300.00 0.00 326.93
Loans 0.00 0.00 0.00 0.00
Other Financial Assets 18.06 60.50 0.00 78.56
Other Non-Current Assets 0.00 1.50 0.00 1.50
Total Non-Current Assets 3112.79 3312.36 0.00 6425.15
Current Assets
Inventories 1964.66 863.72 1543.84 4372.22
Financial Assets
Investments 0.00 0.00 0.00 0.00
Trade receivables 510.56 1258.70 1682.77 3452.03
Cash and cash equivalents 669.51 81.33 437.50 1188.34
Bank balances other than cash and cash equivalents 1092.82 1427.99 200.00 2720.81
Loans 0.00 00.00 85.96 85.96
Other Financial Assets 85.85 73.43 35.85 195.13
Other Current Assets 184.17 85.17 0.23 269.57
Assets classified as held for sale 0.00 15.05 0.00 15.05
Total Current Assets 4507.59 3805.40 3986.13 12299.12
TOTAL ASSETS 7620.38 7117.76 3986.13 18724.27
EQUITY AND LIABILITIES
Equity
Equity Share Capital 1062.03 0.00 0.00 1062.03
Other Equity 3732.10 1884.46 1752.95 7369.51
Total Equity 4794.13 1884.46 1752.95 8431.54
Liabilities
Non-Current Liabilities
Financial Liabilities
Borrowings 350.53 236.05 16.83 603.42
Other Financial Liabilities 0.00 0.00 0.00 0.00
Provisions 28.57 78.63 1.31 108.51
Deferred Tax Liabilities (Net) 104.33 104.33 0.00 208.65
Other Non-Current Liabilities 47.34 97.27 0.00 144.61
Total Non-Current Liabilities 530.77 516.28 18.15 1065.19
Current Liabilities
Financial Liabilities
Borrowings 1412.88 1507.72 736.51 3657.11
Trade payables 568.99 2961.34 1472.33 5002.66
Other Financial Liabilities 99.58 201.15 0.00 300.73
Other Current Liabilities 161.57 6.28 5.58 173.43
Provisions 13.63 40.53 0.62 54.77
Current tax Liabilities (Net) 38.84 0.00 0.00 38.84
Total Current Liabilities 2295.48 4717.02 2215.04 9227.54
Total Liabilities 2826.25 5233.30 2233.18 10292.73
TOTAL EQUITIES & LIABILITIES 7620.38 7117.76 3986.13 18724.27
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(Rupees in Lakhs)

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Audited
Particulars Undertaking * Residual UDemerged n First dertaking F.Y. 2022-23UDemerged * Second ndertaking Total of Demerged Company (On a Standalone Basis)
ASSETS
Non-Current Assets
Property, plant and equipment 3036.01 2877.83 0.00 5913.84
Capital work-in-progress 35.23 0.00 0.00 35.23
Intangible Assets 0.00 155.28 0.00 155.28
Financial Assets
Investments 26.36 300.00 0.00 326.36
Loans 0.00 0.00 0.00 0.00
Other Financial Assets 18.06 60.54 0.00 78.60
Other Non-Current Assets 0.00 2.00 0.00 2.00
Total Non-Current Assets 3115.66 3395.65 0.00 6511.31
Current Assets
Inventories 1897.91 687.50 1827.76 4413.17
Financial Assets
Investments 0.00 0.00 0.00 0.00
Trade receivables 871.31 1335.81 1673.00 3880.12
Cash and cash equivalents 483.56 79.29 436.69 999.54
Bank balances other than cash and cash equivalents 592.82 1502.99 200.00 2295.81
Loans 0.00 98.74 120.96 219.70
Other Financial Assets 64.35 53.37 26.33 144.05
Other Current Assets 193.07 106.72 26.44 326.24
Assets classified as held for sale 0.00 15.05 0.00 15.05
Total Current Assets 4103.02 3879.48 4311.17 12293.67
TOTAL ASSETS 7218.68 7275.13 4311.17 18804.98
EQUITY AND LIABILITIES
Equity
Equity Share Capital 1062.03 0.00 0.00 1062.03
Other Equity 3298.59 2259.47 1681.93 7239.99
Total Equity 4360.62 2259.47 1681.93 8302.02
Liabilities
Non-Current Liabilities
Financial Liabilities
Borrowings 475.44 303.25 29.46 808.15
Other Financial Liabilities 0.00 0.00 0.00 0.00
Provisions 28.11 83.61 1.27 112.99
Deferred Tax Liabilities (Net) 97.32 97.32 0.00 194.64
Other Non-Current Liabilities 50.69 96.41 0.00 147.10
Total Non-Current Liabilities 651.56 580.59 30.73 1262.88
Current Liabilities
Financial Liabilities
Borrowings 1363.55 1485.88 763.43 3612.86
Trade payables 609.46 2792.71 1830.13 5232.31
Other Financial Liabilities 102.83 115.73 0.00 218.56
Other Current Liabilities 117.04 0.22 4.33 121.59
Provisions 13.63 40.53 0.62 54.77
Current tax Liabilities (Net) 0.00 0.00 0.00 0.00
Total Current Liabilities 2206.50 4435.07 2598.51 9240.08
Total Liabilities 2858.06 5015.66 2629.24 10502.96
TOTAL EQUITIES & LIABILITIES 7218.68 7275.13 4311.17 18804.98
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First Demerged Undertaking means Traditional Textile Processing Division including Wind Mill. Second Demerged Undertaking means Trading Division. Residual Undertaking means Rubber/Technical Textile Division including Weaving and H.O.

Page No. 20

Mahalaxmi Rubtech Limited - Notice to Equity Shareholders

(Rupees in Lakhs)

(iii) Revenue of the Resulting Companies:-

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MFMPL GTPL
Particulars Audited 3 Months period Audited Audited 3 Months period Audited
ended on 30 [th] June, 2023 F.Y. 2022-23 ended on 30 [th] June, 2023 F.Y. 2022-23
Revenue 1.95 73.83 12.94 288.87
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(iv) Revenue of the Demerged Undertakings:-

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(Rupees in Lakhs)
First * Second Total of Demerged
Residual
Demerged Demerged Company
Undertaking Undertaking Undertaking (On a Standalone Basis)
Unaudited Unaudited Unaudited Unaudited
Financial Financial Financial Financial
Results Results Results Results
Particulars
(Limited Audited (Limited Audited (Limited Audited (Limited Audited
reviewed) F.Y. reviewed) for F.Y. reviewed) for F.Y. reviewed) for F.Y.
for 3 Months 2022-23 3 Months 2022-23 3 Months 2022-23 3 Months 2022-23
period ended period ended period ended period ended
on 30 [th] June, on 30 [th] June, on 30 [th] June, on 30 [th] June,
2023 2023 2023 2023
Revenue 1637.15 6860.99 1427.21 6650.26 1948.47 6485.16 5012.83 19996.41
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First Demerged Undertaking means Traditional Textile Processing Division including Wind Mill. Second Demerged Undertaking means Trading Division. Residual Undertaking means Rubber/Technical Textile Division including Weaving and H.O.
(v) Rationale for arriving at the Share Exchange Ratio:-

The Share Exchange Ratio of issuing One Share by each Resulting Company for One Share held by the Shareholder in the Demerged Company is mentioned in the Scheme. Accordingly, each of the Resulting Companies will be required to issue and allot 1,06,20,275 number of Equity Shares of Rs. 10/- each, aggregating to Rs. 10,62,02,750/-, to the Shareholders of the Demerged Company.

There is no change in the Shareholding Pattern of all the Companies involved in the Scheme, and hence any Share Exchange Ratio proposed in the Scheme would not be relevant other than that provided. The Shareholding Pattern of all the Companies will be the same (Mirror imaged). The same Shareholders will own the same value after Demerger, without any change in the proportion of their Shareholding. In view of the same, Share Exchange Ratio provided is fair to all the Shareholders of all the Companies involved in the Scheme.

The value of Net Assets (i.e. Total Assets minus Total Liabilities) proposed to be transferred to the Resulting Companies are higher than the proposed Post Issue Share Capital of both the Resulting Companies. Accordingly, the Net Worth of both the Resulting Companies would be higher than their Paid-up Share Capital. The benefit of such higher Net Worth will be shared by all the Shareholders in proportion to their Shareholding in the Demerged Company.

This Share Exchange Ratio is suggested to ensure low equity base which can be effectively serviced and also considering the fact that a minimum Paid-up Share Capital of Rs. 10/- Crore is required for listing of the Shares on the Stock Exchanges.

Drawing the same analogy, any Share Exchange Ratio in the Scheme where mirror image of the Shareholding Pattern is assured would be fair and neither prejudicial to the interest of the Public Shareholders nor giving any benefit to the Promoters.

(vi) Report on Complaints relating to the Scheme, stating Nil, were filed by MRT with the BSE and NSE, attached herewith, as an Annexure – K and L , respectively.
(vii) Certificates issued by the respective Statutory Auditors of MRT, MFMPL and GTPL to the effect that the accounting treatment proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Act, are attached herewith, as an Annexure – M, N and O , respectively.
(viii) Details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, by/against MRT, MFMPL and GTPL, their Promoters and Directors, are attached herewith, as an Annexure – P, Q and R , respectively.
(ix) Audited Financial Statements of MRT (Standalone and Consolidated), MFMPL and GTPL for the Financial Year ended on 31[st] March, 2023, are attached herewith, as an Annexure – S, T and U , respectively.

For brevity, Audit Report, Schedules and Notes to the Financial Statements have not been annexed. However, the complete Financial Statements of MRT for the Financial Year ended on 31[st] March, 2023, are set out in the Annual Report of the Company for F.Y. 202223 available on the website of MRT at https://mrtglobal.com/wp-content/uploads/2023/09/Annual-Report-F.Y.-2022-23.pdf; the complete Financial Statements of MFMPL for the Financial Year ended on 31[st] March, 2023, are available on the website of MRT at https://mrtglobal.com/wp-content/uploads/2023/10/T-Audited-FS-of-MFMPL-1.pdf; and the complete Financial Statements of GTPL for the Financial Year ended on 31[st] March, 2023, are available on the website of MRT at https://mrtglobal.com/wpcontent/uploads/2023/10/U-Audited-FS-of-GTPL.pdf.

(x) Unaudited Financial Results (Limited reviewed) of MRT (Standalone and Consolidated); and Audited Financial Statement of MFMPL and GTPL, for 3 Months period ended on 30[th] June, 2023, are attached herewith, as an Annexure – V, W and X , respectively.

Based on the above and considering the rationale and benefits of the Scheme, in the opinion of the Board of Directors of MRT, MFMPL and GTPL, the Scheme will be of advantage to, beneficial and in the interest of the Companies, its Shareholders, Creditors and other Stakeholders and the terms thereof are fair and reasonable. The Board of Directors of the Company recommends the Scheme for your approval.

Shri Jeetmal B. Parekh, Shri Rahul J. Parekh, Shri Anand J. Parekh and their respective relatives, are concerned/interested, financially/otherwise, in the Scheme, as Shareholders and to the extent of new Shares to be issued by both the Resulting Companies in proportion to their respective Shareholdings in MRT. No other Director, Key Managerial Personnel, or their respective relatives are concerned/interested in the Scheme in any manner.

BY ORDER OF THE BOARD OF DIRECTORS

Sd/-

DATE:- 21[ST ] OCTOBER, 2023 PLACE:- AHMEDABAD

SHRI JEETMAL B. PAREKH DIRECTOR (DIN:- 00512415)

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Annexure - J

Ref: NSE/LIST/34595_I

August 01, 2023

The Company Secretary Mahalaxmi Rubtech Limited 47, New Cloth Market, Ahmedabad, Gujarat, 380002.

Kind Attn.: Ms. Shital Mistry

Dear Madam,

Sub: Observation Letter for the draft Scheme of Arrangement between Mahalaxmi Rubtech Limited (Demerged Company) and Mahalaxmi Fabric Mills Private Limited (First Resulting Company) and Globale Tessile Private Limited (Second Resulting Company) and their respective Shareholders and Creditors.

We are in receipt of the draft Scheme of Arrangement between Mahalaxmi Rubtech Limited (Demerged Company) and Mahalaxmi Fabric Mills Private Limited (First Resulting Company) and Globale Tessile Private Limited (Second Resulting Company) and their respective shareholders and creditors under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 vide application dated February 28, 2023.

Based on our letter reference no. NSE/LIST/34595 dated May 02, 2023, submitted to SEBI and pursuant to SEBI Circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017 and SEBI Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/665 (circular) dated November 23, 2021 and Regulation 94(2) of SEBI (LODR) Regulations 2015, SEBI vide its letter dated July 31, 2023 has inter alia given the following comment(s) on the draft scheme of arrangement:

a. Company shall ensure to discloses all details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon'ble NCLT and shareholders, while seeking approval of the Scheme.
b. Company shall ensure that additional information, if any, submitted by the Company after filing the Scheme with the Stock Exchanges, from the date of receipt of this letter, is displayed on the websites of the listed Company and the Stock Exchanges.
c. The entities involved in the scheme shall duly comply with various provisions of the Circular.
d. Company shall ensure that information pertaining to all the unlisted Companies involved in the scheme, shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.

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e. Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.
f. The Companies shall ensure to disclose the details of assets & liabilities which are being transferred to the Demerged Undertaking, the details of assets & liabilities of Resulting Company, revenue of Demerged Undertaking and Resulting Company and Rational for arriving at Share Entitlement Ratio, as a pert of explanatory statement or notice or proposal accompanying resolution to be passed, to be forwarded by the Company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act, 2013, so that the public shareholders can make an informed decision in the matter.
g. The Company shall ensure that the details of the proposed scheme under consideration as provide by the Company to the stock exchange shall be prominently disclosed in the notice sent to the shareholders.
h. Company shall ensure that the proposed equity shares to be issued in terms of the “Scheme” shall mandatorily be in demat form only.
i. Company shall ensure that the “Scheme” shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document.
j. Company shall ensure that no changes to the draft scheme except those mandated by the regulators/authorities/ tribunals shall be made without specific written consent of SEBI.
k. Company shall ensure that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT and the Company is obliged to bring the observations to the notice of NCLT.
l. Company shall comply with all the applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed Scheme.
m. It is to be noted that the petitions are filed by the Company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ Stock Exchange. Hence, the Company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/ observations/ representations.

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/representations.

Please note that the submission of documents/information, in accordance with the Circular to SEBI and National Stock Exchange of India (NSE), should not in any way be deemed or construed that the same has been cleared or approved by SEBI and NSE. SEBI and NSE does not take any responsibility either for the financial soundness of any scheme or for the correctness of the statements made or opinions expressed in the documents submitted .

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Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our “No objection” in terms of Regulation 94 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

The Company should also fulfil the Exchange’s criteria for listing of such company and also comply with other applicable statutory requirements. However, the listing of shares of the Resulting Companies is at the discretion of the Exchange.

The listing of Resulting Companies pursuant to the Scheme of Arrangement shall be subject to SEBI approval & Company satisfying the following conditions:

To submit the Information Memorandum containing all the information about Resulting Companies and its group companies in line with the disclosure requirements applicable for public issues with National Stock Exchange of India Limited (“NSE”) for making the same available to the public through website of the companies. The following lines must be inserted as a disclaimer clause in the Information Memorandum:

“The approval given by the NSE should not in any manner be deemed or construed that the Scheme has been approved by NSE; and/ or NSE does not in any manner warrant, certify or endorse the correctness or completeness of the details provided for the unlisted Company; does not in any manner take any responsibility for the financial or other soundness of the Resulting Company, its promoters, its management etc.”

To publish an advertisement in the newspapers containing all the information about the Resulting Companies in line with the details required as per SEBI Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021. The advertisement should draw a specific reference to the aforesaid Information Memorandum available on the website of the company as well as NSE.
To disclose all the material information about Resulting Companies to NSE on the continuous basis so as to make the same public, in addition to the requirements, if any, specified in SEBI (LODR) Regulations, 2015 for disclosures about the subsidiaries.
The following provision shall be incorporated in the scheme:
a. “The shares allotted pursuant to the Scheme shall remain frozen in the depositories system till listing/trading permission is given by the designated stock exchange.”
b. “There shall be no change in the shareholding pattern or control in Resulting Companies between the record date and the listing which may affect the status of this approval.”

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines/ Regulations issued by statutory authorities.

The validity of this “Observation Letter” shall be six months from August 01, 2023, within which the Scheme shall be submitted to NCLT.

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Kindly note, this Exchange letter should not be construed as approval under any other Act /Regulation/rule/bye laws (except as referred above) for which the Company may be required to obtain approval from other department(s) of the Exchange. The Company is requested to separately take up matter with the concerned departments for approval, if any.

The Company shall ensure filing of compliance status report stating the compliance with each point of Observation Letter on draft scheme of arrangement on the following path: NEAPS > Issue > Scheme of arrangement > Reg 37(1) of SEBI LODR, 2015> Seeking Observation letter to Compliance Status.

Yours faithfully,

For National Stock Exchange of India Limited

Dipti Chinchkhede Senior Manager

P.S. Checklist for all the Further Issues is available on website of the exchange at the following URL: https://www.nseindia.com/companies-listing/raising-capital-further-issues-main-sme-checklist

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AI assistant

Mahalaxmi Rubtech Ltd. — Proxy Solicitation & Information Statement 2023

60266_rns_2023-10-28_bf728791-3a51-4479-9645-12efa484e5d6.pdf

MAHALAXMI RUBTECH LIMITED

HON’BLE NATIONAL COMPANY LAW TRIBUNAL CONVENED MEETING OF THE EQUITY SHAREHOLDERS OF MAHALAXMI RUBTECH LIMITED

NOTICE TO THE EQUITY SHAREHOLDERS

INDEX

FORM NO. CAA – 2

NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS OF THE DEMERGED COMPANY

Mahalaxmi Rubtech Limited - Notice to Equity Shareholders

BY ORDER OF THE BOARD OF DIRECTORS

DATE:- 21[ST ] OCTOBER, 2023 SHRI JEETMAL B. PAREKH PLACE:- AHMEDABAD DIRECTOR (DIN:- 00512415)

NOTES:-

BY ORDER OF THE BOARD OF DIRECTORS

REMOTE E-VOTING INSTRUCTIONS FOR SHARHOLDERS:-

Login method for Individual shareholders holding securities in demat mode is given below:

Guidelines for Institutional shareholders:

Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders:

Helpdesk for Individual Shareholders holding securities in demat mode:

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Individual Shareholders holding securities in Physical mode has forgotten the password:

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Process and manner for attending the Meeting through InstaMeet:

Instructions for Shareholders/ Members to Speak during the Meeting through InstaMeet:

Instructions for Shareholders/ Members to Vote during the Meeting through InstaMeet:

Mahalaxmi Rubtech Limited - Notice to Equity Shareholders

VII. Details as per Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016:-

● MRT:-

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○ Directors:-

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(iii) Relationship between the Companies:-

(iv) Board Meeting approval:-

● MRT:-

● MFMPL:-

● GTPL:-

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● MRT:-

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● MFMPL:-

● GTPL:-

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VIII. Details as per the SEBI Master Circular No.:- SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20[th] June, 2023:-

● MRT:-

● MFMPL:-

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● MRT:-

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● MFMPL:-

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IX. Additional Information:-

(i) Assets and Liabilities of the Resulting Companies:-

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(ii) Assets and Liabilities of the Demerged Undertakings:-

(iii) Revenue of the Resulting Companies:-

BY ORDER OF THE BOARD OF DIRECTORS

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Mahalaxmi Rubtech Limited - Notice to Equity Shareholders

Mahalaxmi Rubtech Limited - Notice to Equity Shareholders

Mahalaxmi Rubtech Limited - Notice to Equity Shareholders

Mahalaxmi Rubtech Limited - Notice to Equity Shareholders

Mahalaxmi Rubtech Limited - Notice to Equity Shareholders

Mahalaxmi Rubtech Limited - Notice to Equity Shareholders

Annexure - H

Mahalaxmi Rubtech Limited - Notice to Equity Shareholders

Mahalaxmi Rubtech Limited - Notice to Equity Shareholders

Mahalaxmi Rubtech Limited - Notice to Equity Shareholders

Mahalaxmi Rubtech Limited - Notice to Equity Shareholders

Mahalaxmi Rubtech Ltd. Proxy Solicitation & Information Statement 2023