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MKP Mobility Limited — Proxy Solicitation & Information Statement 2022
Apr 12, 2022
63819_rns_2022-04-12_b6e9137d-7d5d-4c67-8f08-cea95c9e91d0.pdf
Proxy Solicitation & Information Statement
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Date: 12/04/2022
To, The Manager Department of Corporate Services BSE Ltd. Dalal Street, Fort Mumbai – 400 001
Sub. : - Notice of Extra Ordinary General Meeting to be held on 06/05/2022 at 11.30 AM.
Ref. : - Scrip Code – 521244
Dear Sir / Madam,
With regards to the captioned subject find enclosed herewith Notice of Extra Ordinary General Meeting of the Company for Extra Ordinary General Meeting to be held on 6[th] May, 2022 at 11.30 AM at the registered office of the Company.
Kindly take the same on your records.
Thanking you,
Yours faithfully,
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Encl.: as above
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CHITRADURGA SPINTEX LIMITED
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(CIN: L85110KA1990PLC011467) Tel: +91 8195-222258, Email: [email protected], website: www.chitraspinltd.com Registered Office: P B No. 9, Bangalore Road, Challakere, Karnataka – 577522
NOTICE OF EXTRA-ORDINARY GENERAL MEETING
NOTICE is hereby given that the Extraordinary General Meeting (EGM) of the Members of Chitradurga Spintex Limited, will be held on Friday, 6th May, 2022, at 11:30 A.M., at the registered office of the Company at P B No. 9, Bangalore Road, Challakere, Karnataka – 577522 to transact the following business:
SPECIAL BUSINESS
1. ISSUANCE OF 22,50,000 EQUITY SHARES ON PREFERENTIAL BASIS.
To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as a Special Resolution:
“RESOLVED THAT pursuant to Section 62 (1)(c), Section 42 and other applicable provisions of the Companies Act, 2013 and the rules framed there under (including any statutory modification or re-enactment thereof, for the time being in force) and enabling provisions in the Memorandum and Articles of Association of the Company and in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the "SEBI ICDR Regulations") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "SEBI Listing Regulations") and the Listing Agreement entered into by the Company with the Stock Exchange where the shares of the Company are listed and subject to approvals, consents, permissions and sanctions of any other authorities / institutions and subject to such conditions as may be prescribed by any of them while granting any such approvals, consents, permissions and sanctions and which may be agreed to by the Board of Directors (hereinafter referred to as the “Board” which terms shall be deemed to include any Committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution), the consent and approval of the members of the Company ("Members") be and is hereby accorded to the Board to create, offer, issue, allot and deliver in one or more tranches 22,50,000 (Twenty Two Lakhs Fifty thousands) Equity Shares of Rs. 10/- each on a preferential basis to the proposed allottee(s) as mentioned below, for cash at a price of Rs. 15.00 (Rupees Fifteen only) per equity share aggregating to Rs. 3,37,50,000 (Rupees Three Crore Thirty Seven Lakhs Fifty Thousands only) and on such terms and conditions as may be determined by the Board in accordance with the SEBI ICDR Regulations or other provisions of law as may be prevailing at the time.
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S.No. Name of Proposed Allottees No of Shares Category
1 Jitesh Mahendra Patodia 16,58,334 Currently- Non-Promoter
Post Open offer- Promoter
2 Anshay Jitesh Patodia 5,91,666 Currently- Non-Promoter
Post Open offer- Promoter
22,50,000
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RESOLVED FURTHER THAT in terms of the provisions of Chapter V of the SEBI ICDR Regulations, the relevant date for determining the minimum issue price for the Preferential Allotment of the Equity Shares is the 6[th] April, 2022, being the date 30 days prior to the date of this Extraordinary General Meeting and the minimum issue price has been determined accordingly in terms of the applicable provisions of the SEBI ICDR Regulations.
RESOLVED FURTHER THAT the Equity Shares to be issued to the Proposed Equity Allottee(s) in the preferential issue shall be listed on the Stock Exchange where the existing Equity Shares are listed.
RESOLVED FURTHER THAT without prejudice to the generality of the above, the issue of Equity Shares shall be subject to the following terms and conditions apart from others as prescribed under applicable laws and regulations:
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i The Equity Shares to be issued and allotted in the manner aforesaid shall rank pari passu with the existing Equity Shares of the Company in all respects (including voting powers and the right to receive dividend) from the date of allotment and shall be subject to the provisions of the Memorandum and Articles of Association of the Company.
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ii The Equity Shares shall be allotted in dematerialized form within a period of 15 (fifteen) days. However, In accordance with Regulation 170 (3) of SEBI (ICDR) Regulations, 2018, since the proposed preferential allotment attracted obligation to make an open offer under SEBI (SAST) Regulations, and if offer made under sub-regulation (1) of regulation 20 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011 fifteen days shall be considered from the expiry of the period specified in subregulation (1) of regulation 20 or date of receipt of all statutory approvals required for the completion of an open offer under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011 or if an offer is made under sub-regulation (1) of regulation 20 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011, the period of fifteen days shall be counted from the expiry of the offer period as defined in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011.
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iii Allotment shall only be made in dematerialized form;
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iv The Equity Shares to be offered, issued and allotted shall be subject to lock-in as provided under the provisions of SEBI ICDR Regulations and shall be listed on the stock exchanges subject to the receipt of necessary permissions and approvals.
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorised to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient for such purpose, including without limitation, issuing clarifications, resolving all questions of doubt, effecting any modifications or changes to the foregoing (including modification to the terms of the issue of Equity Shares), entering into contracts, arrangements, agreements, documents (including for appointment of agencies, intermediaries and advisors for the Issue) and to authorize all such persons as may be necessary, in connection therewith and incidental thereto as the Board in its absolute discretion shall deem fit without being required to seek any fresh approval of the Members of the Company and to settle all questions, difficulties or doubts that may arise in regard to the offer and acceptance of such conditions as may be imposed or prescribed by any regulatory, statutory authority or Government of India, while granting such approvals, consents, permissions and sanctions, issuing and allotment of the Equity Shares including the resultant Equity Shares and listing thereof with the Stock Exchanges as appropriate and utilization of proceeds of the issue, filing of necessary forms with Registrar of Companies, Opening of separate bank account, filing of corporate action forms with depositories i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and take all other steps which may be incidental, consequential, relevant or ancillary in this connection and to effect any modification to the foregoing and the decision of the Board shall be final and conclusive.
RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred, as it may deem fit in its absolute discretion, to any Committee of the Board or any one or more Director(s) / Company Secretary / any Officer(s) of the Company to give effect to the aforesaid resolution.
RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all such acts, deeds, things and matters and to take all such steps as may be necessary, proper or expedient to give effect to this resolution.
RESOLVED FURTHER THAT a certify true copy of the resolution may be given to the concerned authority(ies), Party(ies), Department(s) etc.”
2. ISSUANCE OF 8,50,000 EQUITY SHARES ON PREFERENTIAL BASIS.
To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as a Special Resolution:
“RESOLVED THAT pursuant to Section 62 (1)(c), Section 42 and other applicable provisions of the Companies Act, 2013 and the rules framed there under (including any statutory modification or re-enactment thereof, for the time being in force) and enabling provisions in the Memorandum and Articles of Association of the Company and in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
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Regulations, 2018, as amended (the "SEBI ICDR Regulations") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "SEBI Listing Regulations") and the Listing Agreement entered into by the Company with the Stock Exchange where the shares of the Company are listed and subject to approvals, consents, permissions and sanctions of any other authorities / institutions and subject to such conditions as may be prescribed by any of them while granting any such approvals, consents, permissions and sanctions and which may be agreed to by the Board of Directors (hereinafter referred to as the “Board” which terms shall be deemed to include any Committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution), the consent and approval of the members of the Company ("Members") be and is hereby accorded to the Board to create, offer, issue, allot and deliver in one or more tranches 8,50,000 (Eight Lakhs fifty thousands) Equity Shares of Rs. 10/- each on a preferential basis to the proposed allottee(s) as mentioned below, for cash at a price of Rs. 15.00 (Rupees Fifteen only) per equity share aggregating to Rs. 1,27,50,000 (Rupees One Crore Twenty Seven Lakhs Fifty thousands only) and on such terms and conditions as may be determined by the Board in accordance with the SEBI ICDR Regulations or other provisions of law as may be prevailing at the time.
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S.No. Name of Proposed Allottees No of Shares Category
1 Deva Sanjay Hira 1,00,000 Non Promoter
2 Nandini Agarwal 1,00,000 Non Promoter
3 Somesh Agrawal 40,000 Non Promoter
4 Meera Somesh Agrawal 30,000 Non Promoter
5 Aruna Maheshkumar Agrawal 30,000 Non Promoter
6 Darshana Amit Garg 33,333 Non Promoter
7 Navin Murli Maheshwari 66,667 Non Promoter
8 Sunil Kumar Newatia 66,667 Non Promoter
9 Shyamsunder B Goyal 16,669 Non Promoter
10 Goyal Kisan Bankelal 16,666 Non Promoter
11 Rajendra Bankelal Goyal 16,666 Non Promoter
12 Goyal Sanjay Bankelal 16,666 Non Promoter
13 Rashmi Amar Kakaria 66,667 Non Promoter
14 Uday Kiran Kanakia 26,667 Non Promoter
15 Rashmi Uday Kanakia 10,000 Non Promoter
16 Sanjay Kiran Kanakia 10,000 Non Promoter
17 Kavita Sanjay Kanakia 10,000 Non Promoter
18 Dhyaan Uday Kanakia 10,000 Non Promoter
19 Khushbu Garg 33,333 Non Promoter
20 Drrishya Agarwaal 50,000 Non Promoter
21 Ajay Kumar Jain 13,333 Non Promoter
22 Amita Ajay Jain 10,000 Non Promoter
23 Abhinav Jain 10,000 Non Promoter
24 Sidharth R Saraf 13,333 Non Promoter
25 Rajesh Radheshyam Saraf 10,000 Non Promoter
26 Kishori Rajesh Saraf 10,000 Non Promoter
27 Shah Ahaan Vikram 33,333 Non Promoter
8,50,000
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RESOLVED FURTHER THAT in terms of the provisions of Chapter V of the SEBI ICDR Regulations, the relevant date for determining the minimum issue price for the Preferential Allotment of the Equity Shares is the 6[th] April, 2022, being the date 30 days prior to the date of this Extraordinary General Meeting and the minimum issue price has been determined accordingly in terms of the applicable provisions of the SEBI ICDR Regulations.
RESOLVED FURTHER THAT the Equity Shares to be issued to the Proposed Equity Allottee(s) in the preferential issue shall be listed on the Stock Exchange where the existing Equity Shares are listed.
RESOLVED FURTHER THAT without prejudice to the generality of the above, the issue of Equity Shares shall be subject to the following terms and conditions apart from others as prescribed under applicable laws and regulations:
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i The Equity Shares to be issued and allotted in the manner aforesaid shall rank pari passu with the existing Equity Shares of the Company in all respects (including voting powers and the right to receive dividend) from the date of allotment and shall be subject to the provisions of the Memorandum and Articles of Association of the Company.
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ii The Equity Shares shall be allotted in dematerialized form within a period of 15 (fifteen) days from the date of passing of the special resolution by the members, provided that in case the allotment of Equity Shares is subject to receipt of any approval from any regulatory authority or Government of India, the allotment shall be completed within a period of 15 days from the date of receipt of last of such approvals or permissions.
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iii Allotment shall only be made in dematerialized form;
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iv The Equity Shares to be offered, issued and allotted shall be subject to lock-in as provided under the provisions of SEBI ICDR Regulations and shall be listed on the stock exchanges subject to the receipt of necessary permissions and approvals.
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorised to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient for such purpose, including without limitation, issuing clarifications, resolving all questions of doubt, effecting any modifications or changes to the foregoing (including modification to the terms of the issue of Equity Shares), entering into contracts, arrangements, agreements, documents (including for appointment of agencies, intermediaries and advisors for the Issue) and to authorize all such persons as may be necessary, in connection therewith and incidental thereto as the Board in its absolute discretion shall deem fit without being required to seek any fresh approval of the Members of the Company and to settle all questions, difficulties or doubts that may arise in regard to the offer and acceptance of such conditions as may be imposed or prescribed by any regulatory, statutory authority or Government of India, while granting such approvals, consents, permissions and sanctions, issuing and allotment of the Equity Shares including the resultant Equity Shares and listing thereof with the Stock Exchanges as appropriate and utilization of proceeds of the issue, filing of necessary forms with Registrar of Companies, Opening of separate bank account, filing of corporate action forms with depositories i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and take all other steps which may be incidental, consequential, relevant or ancillary in this connection and to effect any modification to the foregoing and the decision of the Board shall be final and conclusive.
RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred, as it may deem fit in its absolute discretion, to any Committee of the Board or any one or more Director(s) / Company Secretary / any Officer(s) of the Company to give effect to the aforesaid resolution.
RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all such acts, deeds, things and matters and to take all such steps as may be necessary, proper or expedient to give effect to this resolution.
RESOLVED FURTHER THAT a certify true copy of the resolution may be given to the concerned authority(ies), Party(ies), Department(s) etc.”
By order of the Board of Directors For Chitradurga Spintex Limited Sd/Shivanna Vishwanath Managing Director DIN: 00900773
Place: Challakere
Date: 6[th] April, 2022
Regd. Office:
P B No. 9, Bangalore Road, Challakere, Karnataka – 577522 CIN: L85110KA1990PLC011467
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Notes:-
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An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“the Act”) in respect of the special business is annexed hereto.
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A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE (ONLY ON POLL) INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE DULY COMPLETED AND SIGNED PROXY FORM SHOULD REACH THE REGISTERED OFFICE OF THE COMPANY, NOT LESS THAN FORTY EIGHT HOURS BEFORE THE SCHEDULED TIME OF THE EXTRA ORDINARY GENERAL MEETING .
A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. A MEMBER HOLDING MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS PROXY FOR ANY OTHER PERSON OR SHAREHOLDER.
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Members who have not registered their e-mail addresses so far are requested to register their e-mail ID with RTA of the Company / Depository Participant(s) for receiving all communication including Annual Report, Notices, Circulars etc. from the Company electronically.
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Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs, the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system will be provided by NSDL.
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The Notice calling the EGM has been uploaded on the website of the Company at www.chitraspinltd.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and the EGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.
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Shalu Singhal, Practicing Company Secretary (Membership No. ACS 32682, C.P. No. 12329) of Shalu Singhal & Associates, Mumbai, has been appointed as the Scrutinizer for providing facility to the members of the Company, to scrutinize the voting and remote e-voting process in a fair and transparent manner.
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Members are required to bring their attendance slip along-with copy of the Notice at the EGM.
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In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote at the Meeting.
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Relevant documents referred to in the accompanying Notice are open for inspection by the Members at the Company’s Registered Office on all working days of the Company, during business hours up to the date of the Meeting.
THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:-
Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), the Company is providing facility of remote e-Voting to its Members in
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respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system of the EGM will be provided by NSDL and voting through ballot paper will be provided at the EGM venue.
The remote e-voting period begins on 3[rd] May, 2022 at 09:00 A.M. and ends on 5[th] May, 2022 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. 29[th] April, 2022, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 29[th] April, 2022.
- How do I vote electronically using NSDL e Voting system?
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
- Step 1: Access to NSDL e Voting system
- A) Login method for e Voting for Individual shareholders holding securities in demat mode In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
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Type of shareholders Login Method
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| Type of shareholders Login Method |
Type of shareholders Login Method |
Type of shareholders Login Method |
|---|---|---|
| Individual Shareholders holding securities in demat mode with NSDL. |
1. 2. |
ExistingIDeASuser 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 ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period If you are not registered for IDeAS e-Services, option to register is available athttps://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 |
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authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or eVoting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
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- Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.
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| Individual Shareholders holding securities in demat mode with CDSL |
1. 2. 3. 4. |
Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/loginorwww.cdslindia.com and click on New System Myeasi. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links ofe-Voting service provider i.e. NSDL.Click onNSDLto cast your vote. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in 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, user will be provided links for the respective ESP i.e.NSDLwhere the e-Voting is in progress. |
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| 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. upon logging in, you will be able to see e-Voting option. 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 company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period |
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Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.
| Login type | Helpdesk details | |
|---|---|---|
| Individual Shareholders holding securities in demat mode with NSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30 |
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| Individual Shareholders holding securities in demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at 022- 23058738 or 022-23058542-43 |
B) Login Method for e-Voting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
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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.
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Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
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A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
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Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
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Your User ID details are given below :
| Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical |
Your User ID is: | ||
|---|---|---|---|
| a) For Members who hold shares in demat account with NSDL. |
8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**. |
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| b) For Members who hold shares in demat account with CDSL. |
16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12** |
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| c) For Members holding shares in Physical Form. | EVEN Number followed by Folio Number registered with the company For example if folio number is 001*** and EVEN is |
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101456 then user ID is 101456001***
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Password details for shareholders other than Individual shareholders are given below:
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a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
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b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
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c) How to retrieve your ‘initial password’?
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(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
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(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
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If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
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a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
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b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
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c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
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d) Members can also use the OTP (One Time Password) based login for casting the votes on the e- Voting system of NSDL.
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After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
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Now, you will have to click on “Login” button.
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After you click on the “Login” button, Home page of e-Voting will open. -
Step 2: Cast your vote electronically on NSDL e Voting system.
- How to cast your vote electronically on NSDL e Voting system?
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After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.
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Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period..
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Now you are ready for e-Voting as the Voting page opens.
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Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
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Upon confirmation, the message “Vote cast successfully” will be displayed.
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You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
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Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for shareholders
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Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].
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It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
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In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Sarita Mote at [email protected]
Process for those shareholders whose email ids are not registered with the depositories/company for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :
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In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected].
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In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login -
method explained at step 1 (A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode.
- Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID - correctly in their demat account in order to access e Voting facility.
By order of the Board of Directors For Chitradurga Spintex Limited Sd/Shivanna Vishwanath Managing Director DIN: 00900773
Place: Challakere
Date: 6[th] April, 2022
Regd. Office:
P B No. 9, Bangalore Road, Challakere, Karnataka – 577522 CIN: L85110KA1990PLC011467
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EXPLANATORY STATEMENT Pursuant to Section 102(1) of the Companies Act, 2013
Item No.1:
The Special Resolution contained in Item No. 1 of the notice, have been proposed pursuant to the provisions of Sections 42 and 62 of the Companies Act, 2013, to issue and allot up to 22,50,000 Equity shares of face value of Rs. 10/each at an issue price of Rs. 15/- each, aggregating up to Rs. 3,37,50,000 (Rupees Three Crore Thirty Seven Lakhs Fifty Thousands only).
The board of directors of the Company (“Board”) in their meeting held on 6[th] April, 2022 subject to necessary approval(s), have approved the proposal for raising of funds by way of create, offer, issue and allot 22,50,000 Equity Shares of Rs. 10/- each of the Company, at a price of Rs. 15.00/- (Rupees Ffiteen only) per Equity Share inclusive of a premium of Rs. 5.00/- (Rupees Five only) per Equity Share to Non – Promoter of the Company in such form and manner and in accordance with the provisions of SEBI (ICDR) Regulations.
As per Companies Act, 2013 and Rules made thereunder (the ‘Act’), and in accordance with the provisions of the SEBI (ICDR) Regulations as amended, and on the terms and conditions and formalities as stipulated in the Act and the SEBI (ICDR) Regulations, the issue of Equity Shares requires approval of the Members by way of a special resolution. The Board therefore, seeks approval of the Members as set out in the notice, by way of a special resolution.
- The other details/disclosures of the Preferential Issue are as follows: -
a) Objects of the Preferential Allotment:
The object of this Preferential issue is to utilize the proceeds in the expansion and diversification its business, meet long-term working capital, general corporate purpose and such other purpose as the Board may decide from time to time.
b) Particulars of the offer including date of passing of Board Resolution, kind of Securities offered, class of persons, maximum number of Securities to be issued and the Issue Price:
The Board, at its meeting held on 6[th] April, 2022 has, subject to the approval of the Company's Members and such other approvals as may be required, approved the Preferential Issue, involving the issue and allotment of ‐ ‐ 22,50,000 Equity Shares, fully paid up, at the price of Rs. 15.00/ per Equity Share (including premium), aggregating to Rs. 3,37,50,000 (Rupees Three Crore Thirty Seven Lakhs Fifty Thousands only), on a preferential basis to the proposed allottee, such price being not less than the minimum price as on the 'Relevant Date' determined in accordance with the provisions of Chapter V of the SEBI ICDR Regulations.
c) Proposed time within which the preferential issue shall be completed
Since the proposed preferential issue has triggered the obligation to make an open offer for shares of the Company by the proposed allottees. Preferential Issue of the Equity Shares shall be completed within a period of 15 (fifteen) days. However, In accordance with Regulation 170 (3) of SEBI (ICDR) Regulations, 2018, since the proposed preferential allotment attracted obligation to make an open offer under SEBI (SAST) Regulations, and if offer made under sub-regulation (1) of regulation 20 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011 fifteen days shall be considered from the expiry of the period specified in sub-regulation (1) of regulation 20 or date of receipt of all statutory approvals required for the completion of an open offer under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011 or if an offer is made under sub-regulation (1) of regulation 20 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011, the period of fifteen days shall be counted from the expiry of the offer period as defined in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011.
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d) The intent of the promoters, directors or key management personnel of the issuer to subscribe to the offer and Consequential Changes in voting Rights and Change in Control:
None of the existing promoters, directors or key managerial personnel of the Company intends to subscribe to any of Equity Shares proposed to be issued.
The Board of Directors of the Company have approved the preferential allotment to following proposed allottees, i.e. Mr. Jitesh Mahendra Patodia and Mr. Anshay Jitesh Patodia, who presently do not belong to promoter & promoter group, However, Mr. Jitesh Mahendra Patodia and Mr. Anshay Jitesh Patodia have entered into a Share Purchase Agreement (“SPA”) with the existing promoter/ promoter group i.e. Ishwarappa Veerappa Mangala, Savanur Rekha, Shivanna Chandrasekhar Susheela, Sumana Basavaraju, Shivanna Jaya Prakash, Shivanna Koteshwar, Chandrasekhar Shivanna for acquisition of 80,787 Equity Shares representing of present paid up equity share capital of the Company. Pursuant to the SPA and the proposed preferential allotment, the Acquirers have triggered the obligation to make an Open Offer in terms of Regulation 3(1) and Regulation 4 of Securities and Exchange Board of India (Substantial Acquisition of Shares & Takeovers) Regulations, 2011. Post completion of the Open Offer, Mr. Jitesh Mahendra Patodia and Mr. Anshay Jitesh Patodia would be classified in the Promoter Category of the Company.
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S.No. Name of Proposed Allottees No of Shares Category
1 Jitesh Mahendra Patodia 16,58,334 Currently- Non-Promoter
Post Open offer- Promoter
2 Anshay Jitesh Patodia 5,91,666 Currently- Non-Promoter
Post Open offer- Promoter
22,50,000
----- End of picture text -----
- e) The -current and proposed status of the allottee(s) post the preferential issues namely, promoter or nonpromoter
| S.No. | Name of Proposed Allottees | No of Shares | Current Status |
Proposed status post preferential issue* |
|---|---|---|---|---|
| 1 | Jitesh Mahendra Patodia | 16,58,334 | Non-Promoter | Promoter |
| 2 | Anshay Jitesh Patodia | 5,91,666 | Non-Promoter | Promoter |
| 22,50,000 |
Note: Mr. Jitesh Mahendra Patodia and Mr. Anshay Jitesh Patodia have entered into a Share Purchase Agreement (“SPA”) with the existing promoter/ promoter group i.e. Ishwarappa Veerappa Mangala, Savanur Rekha, Shivanna Chandrasekhar Susheela, Sumana Basavaraju, Shivanna Jaya Prakash, Shivanna Koteshwar, Chandrasekhar Shivanna for acquisition of 80,787 Equity Shares representing 17.52% of present paid up equity share capital of the Company. Pursuant to the SPA and the proposed preferential allotment, the Acquirers have triggered the obligation to make an Open Offer in terms of Regulation 3(1) and Regulation 4 of Securities and Exchange Board of India (Substantial Acquisition of Shares & Takeovers) Regulations, 2011. Post completion of the Open Offer, Mr. Jitesh Mahendra Patodia and Mr. Anshay Jitesh Patodia would be classified in the Promoter Category of the Company.
- f) Relevant Date: In terms of the provisions of Chapter V of the SEBI ICDR Regulations, relevant date for determining the minimum issue price for the Preferential Allotment of the Equity Shares is 6[th] April, 2022, being the date 30 days prior to the date of this Extraordinary General Meeting.
g) Pricing of the Issue:
The Equity Shares of the Company are listed and frequently traded on the BSE Limited.
In compliance with Regulation 166A of the SEBI ICDR Regulations, the preferential issue to the proposed allottees, is more than five per cent of the post issue fully diluted share capital of the Company and there would be subsequent change in control in the Company, thus the minimum issue price per Equity share is higher of the price determined through following methods was considered:
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Price determined under sub-regulation (1), (2) or (4) of regulation 164 of SEBI ICDR Regulations as per following provisions i.e. price shall be not less than higher of the following:
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The 90 (ninety) days volume weighted average price of the related equity shares quoted on the recognized stock exchange preceding the relevant date; or
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The 10 (ten) days volume weighted average price of the related equity shares quoted on the recognized stock exchange preceding the relevant date
Provided that if the Articles of Association of the issuer provide for a method of determination which results in a floor price higher than that determined under these regulations, then the same shall be considered as the floor price for equity shares to be allotted pursuant to the preferential issue.
- The price determined under the valuation report from the independent registered valuer.
Method of determination of price as per the Articles of Association of the Company – Not applicable as the Articles of Association of the Company are silent on the determination of a floor price/minimum price of the shares issued on preferential basis.
The minimum price per Equity Share in accordance with Regulation 164 of the SEBI (ICDR) Regulations is calculated at Rs. 14.14 per equity share; and we have obtained a valuation report from Mr. Subodh Kumar, Registered Valuer with IBBI Registration No. IBBI/RV/05/2019/11705 (‘Registered Valuer / Independent Valuer’), certifying the fair value price of each Equity Share in accordance with Regulation 166A of the SEBI (ICDR) Regulations as amended. Report of the Registered Valuer is available on our website for inspection. The link of such report is www.chitraspinltd.com
The fair value of each equity share determined through Valuation certificate of Mr. Subodh Kumar, Registered Valuer or Financial Assets (Registration No. IBBI/RV/05/2019/11705) i.e., Rs. 14.34/- per Equity Share. Since there is a change in control, pursuant to the Preferential Offer, the Valuation Report also considers the control premium of Rs. 0.57 Per Equity Share over and above the fair value.
Accordingly, each equity share of the face value of Rs. 10/- is issued at a price of Rs. 15.00 Per share including Premium of Rs. 5.00 Per Share as determined in accordance with Chapter V of SEBI ICDR Regulations on preferential allotment basis.
h. Identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and/or who ultimately control proposed allottee(s) of Equity Shares.
| Sr. No. |
Name of the proposed Allottees |
Identity of the Natural person who is the ultimate Beneficial owner proposed to be allotted and/or who ultimately control proposed allottee(s) of Equity Shares |
|---|---|---|
| 1. | Jitesh MahendraPatodia | Not applicable |
| 2. | Anshay Jitesh Patodia | Not applicable |
i. Shareholding Pattern before and after the preferential issue:
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S. No. Category Pre Issue Post Issue
(A) Shareholding of Promoter and Promoter No. of Percentage No. of Percentage
Group Shares (%) of Share (%) of
Holding holding
1 Indian
(a) Individuals/ Hindu Undivided Family 82,437 17.88 82,437 3.04
(c) Bodies Corporate 0 0 0 0
(d) Financial Institutions/ Banks 0 0 0 0
(e) Any Others (Specify) 0 0 0 0
Sub Total(A)(1) 82,437 17.88 82,437 3.04
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S. No. Category Pre Issue Post Issue
(A) Shareholding of Promoter and Promoter No. of Percentage No. of Percentage
Group Shares (%) of Share (%) of
Holding holding
2 Foreign
A Individuals (Non-Residents Individuals/ 0 0 0 0
Foreign Individuals)
B Bodies Corporate 0 0 0 0
C Institutions 0 0 0 0
D Any Other (specify) 0 0 0 0
Sub Total(A)(2) 0 0 0 0
Total Shareholding of Promoter and 82,437 17.88 82,437 3.04
Promoter Group (A)= (A)(1)+(A)(2)
(B) Public shareholding
1 Institutions
(a) Mutual Funds/ UTI 5,720 1.24 5,720 0.21
(b) Any Other (specify)FDI 0 0.00 0 0.00
Sub-Total (B)(1) 5,720 1.24 5,720 0.21
B 2 Non-institutions
(a) Bodies Corporate 15,491 3.36 15,491 0.57
(b) Individuals 3,17,096 68.78 25,67,096 94.69
(c) Any other (specify) 40,286 8.74 40,286 1.49
Sub-Total (B)(2) 3,72,873 80.88 26,22,873 96.75
(B) Total Public Shareholding (B)= 3,78,593 82.12 26,28,593 96.96
(B)(1)+(B)(2)
TOTAL (A)+(B) 4,61,030 100.00 27,11,030 100.00
(C) Shares held by Custodians and against
which Depository Receipts have been
issued
1 Promoter and Promoter Group 0 0.00 0 0.00
2 Public 0 0 0 0
Sub-Total (C ) 0 0 0 0
GRAND TOTAL (A)+(B)+(C) 4,61,030 100.00 27,11,030 100.00
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Note:
i) Mr. Jitesh Mahendra Patodia and Mr. Anshay Jitesh Patodia have entered into a Share Purchase Agreement with the existing promoter/promoter group i.e. Ishwarappa Veerappa Mangala, Savanur Rekha, Shivanna Chandrasekhar Susheela, Sumana Basavaraju, Shivanna Jaya Prakash, Shivanna Koteshwar, Chandrasekhar Shivanna on 6[th] April, 2022 for acquisition of shares and control of the Company. Post completion of open offer under SEBI (SAST) Regulations, 2011, 80,787 Equity shares held by the Ishwarappa Veerappa Mangala, Savanur Rekha, Shivanna Chandrasekhar Susheela, Sumana Basavaraju, Shivanna Jaya Prakash, Shivanna Koteshwar, Chandrasekhar Shivanna will be transferred to Mr. Jitesh Mahendra Patodia and Mr. Anshay Jitesh Patodia. Accordingly, post open offer, Mr. Jitesh Mahendra Patodia and Mr. Anshay Jitesh Patodia who have shown as non-promoter under the proposed preferential issue, will become the Promoters of the Company and existing promoter and promoter group holding 82,437 Equity Shares will be reclassified into public category.
Accordingly, The revised post preferential shareholding pattern after completion of open offer process (including pre issue equity shares, equity shares to be acquired under SPA and preferential issue but excluding open offer Equity shares) will be as under.
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S. No. Category Post Issue
(A) Shareholding of Promoter and Promoter Group No. of Percentage
Share (%) of
holding
1 Indian
(a) Individuals/ Hindu Undivided Family 23,67,897 87.34
(c) Bodies Corporate 0 0
(d) Financial Institutions/ Banks 0 0
(e) Any Others (Specify) 0 0
Sub Total(A)(1) 23,67,897 87.34
2 Foreign
A Individuals (Non-Residents Individuals/ 0 0
Foreign Individuals)
B Bodies Corporate 0 0
C Institutions 0 0
D Any Other (specify) 0 0
Sub Total(A)(2) 0 0
Total Shareholding of Promoter and 23,67,897 87.34
Promoter Group (A)= (A)(1)+(A)(2)
(B) Public shareholding
1 Institutions
(a) Mutual Funds/ UTI 5,720 0.21
(b) Any Other (specify)FDI 0 0.00
Sub-Total (B)(1) 5,720 0.21
B 2 Non-institutions
(a) Bodies Corporate 15,491 0.57
(b) Individuals 2,81,636 10.39
(c) Any other (specify) 40,286 1.49
Sub-Total (B)(2) 3,37,413 12.45
(B) Total Public Shareholding (B)= (B)(1)+(B)(2) 3,43,133 12.66
TOTAL (A)+(B) 27,11,030 100.00
(C) Shares held by Custodians and against which
Depository Receipts have been issued
1 Promoter and Promoter Group 0 0.00
2 Public 0 0
Sub-Total (C ) 0 0
GRAND TOTAL (A)+(B)+(C) 27,11,030 100.00
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Lock-in Period: The Equity Shares shall be locked-in for such period as may be specified under Regulations 167 and 168 of the SEBI ICDR Regulations.
The entire pre-preferential allotment shareholding of Promoters, Promoter group and non-promoter categories of persons shall be locked-in from the relevant date up to a period of 90 trading days from the date of the trading approval as specified under Regulation 167(6) of the SEBI ICDR Regulations.
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k. Undertakings:
-
None of the Company, its Directors or Promoters are categorized as willful defaulter(s) or a fraudulent borrower by any bank or financial institution or consortium thereof, in accordance with the guidelines issued by Reserve Bank of India. Consequently, the undertaking required under Regulation 163(1)(i) is not applicable.
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The Company is eligible to make the Preferential Allotment under Chapter V of SEBI ICDR Regulations.
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Since the equity shares of the Company have been listed on the BSE Limited for a period of more than 90 trading days prior to the Relevant Date, it is not required to re-compute the price per equity share to be issued and therefore, the Company is not required to submit the undertakings specified under Regulations 163(1) (g) and (h) of the SEBI (ICDR) Regulations.
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The Equity Shares held by the proposed allottees in the Company are in dematerialized form only.
-
None of the allottees have sold or transferred any Equity Shares during the 90 trading days preceding the relevant date.
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l. Certificate of Practicing Company Secretary: The certificate from, M/s. Nishant Jawasa & Associates, the Practicing Company Secretary, certifying that the Preferential Allotment is being made in accordance with the requirements contained in the SEBI (ICDR) Regulations, is hosted on the Company’s website and is accessible at link: www.chitraspinltd.com.
m. The percentage (%) of Post Preferential Issue Capital that may be held by the allottees and change in control, if any, consequent to the Preferential Issue:
The percentage (%) of Post Preferential Issue Capital that may be held by the allottees as mentioned in table below and there shall be change in the management or control of the Company pursuant to the aforesaid issue and allotment of Equity Shares.
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----- Start of picture text -----
Sl. Name Current Proposed Pre issue No. of Post issue
No. Status / Status Shareholding Equity shareholding
Category Shares to
be
allotted
No of % No of %
share share
1. Jitesh Mahendra Non Promoter 30,000 6.51 16,58,334 17,45,964 64.40
Patodia Promoter
2. Anshay Jitesh Non Promoter 7,110 1.54 5,91,666 6,21,933 22.94
Patodia Promoter
Total 37,110 8.05 22,50,000 23,67,897 87.34
----- End of picture text -----
*Post issue shareholding includes 80,787 Equity shares to be acquired through Share purchase agreement (SPA) post open offer, as per SPA, Mr. Jitesh Mahendra Patodia will acquire 57,630 Equity Shares and Mr. Anshay Jitesh Patodia will acquire 23,157 Equity Share.
Note :
- i) Mr. Jitesh Mahendra Patodia and Mr. Anshay Jitesh Patodia have entered into a Share Purchase Agreement with the existing promoter i.e. Ishwarappa Veerappa Mangala, Savanur Rekha, Shivanna Chandrasekhar Susheela, Sumana Basavaraju, Shivanna Jaya Prakash, Shivanna Koteshwar, Chandrasekhar Shivanna on 6[th] April, 2022 for acquisition of shares and control of the Company. Post completion of open offer under SEBI (SAST) Regulations, 2011, 80,787 Equity shares held by Ishwarappa Veerappa Mangala, Savanur Rekha, Shivanna Chandrasekhar Susheela, Sumana Basavaraju, Shivanna Jaya Prakash, Shivanna Koteshwar,
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Chandrasekhar Shivanna will be transferred to Mr. Jitesh Mahendra Patodia and Mr. Anshay Jitesh Patodia. Accordingly post open offer, Mr. Jitesh Mahendra Patodia and Mr. Anshay Jitesh Patodia who have shown as non-promoter under the proposed preferential issue, will become the Promoters of the Company;
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ii) Also, without including 80,787 Equity Share to be acquired through SPA post offer, post issue holding of Mr. Jitesh Mahendra Patodia and Mr. Anshay Jitesh Patodia would be 16,88,334 Equity Shares constituting 62.28% and 5,98,776 Equity Share constituting 22.09% of total post issue capital respectively.
-
iii) Also, after considering proposed allotment of 8,50,000 Equity Shares as per Item 2 of this Notice and acquisition of shares as per SPA but excluding open offer Equity shares, post issue holding of Mr. Jitesh Mahendra Patodia and Mr. Anshay Jitesh Patodia would be 17,45,964 Equity Shares constituting 49.03% and 6,21,993 Equity Share constituting 17.46% of total post issue capital respectively after considering full allotment of Equity Shares to be issued as per item 2 of the Notice.
-
iv) Also, after considering proposed allotment of 8,50,000 Equity Shares as per Item 2 of this Notice but without considering acquisition of shares as per SPA and open offer, post issue holding of Mr. Jitesh Mahendra Patodia and Mr. Anshay Jitesh Patodia would be 16,88,334 Equity Shares constituting 47.41% and 5,98,776 Equity Share constituting 22.09% of total post issue capital respectively after considering full allotment of Equity Shares to be issued as per item 2 of the Notice.
Recommendations and Voting Pattern of the committee of Independent Directors of the Company
The committee of Independent Directors comprising of Mr. Prasannakumar Siddappa and Ms. Namrata Malu in their meeting held on Wednesday, 6th April, 2022 has considered the proposal to make the preferential allotment of 22,50,000 Equity Shares to the proposed allottees. The committee has considered that the Issue price of Rs.15/- has been determined taking in consideration the Valuation report provided by Mr. Subodh Kumar, Registered Valuer or Financial Assets (Registration No. IBBI/RV/05/2019/11705), the Independent Valuer confirming the minimum price for preferential issue as per Chapter V of SEBI (ICDR) Regulations who have taken into consideration the relevant valuation parameters and provided justification for their assessments. The offer price also includes a control premium of Rs. 0.57/- per equity share as there would be change in control pursuant to the proposed preferential allotment and upon completion of the Open Offer. Thus, the committee is of the view that the Issue price and the proposed preferential allotment is fair and reasonable. The voting pattern of the said Committee meeting is as follows:
| S.No. | Name of the Independent Director |
Assent | Dissent |
|---|---|---|---|
| 1. | Mr.PrasannakumarSiddappa | √ | - |
| 2. | Ms. Namrata Malu | √ | - |
n. Number of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price :
Nil
o. Justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer :
Not Applicable
p. Principal terms of assets charged as securities:
Not Applicable.
q.
Other disclosures:
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-
During this financial year, the Company has not made any preferential allotment.
-
Disclosures specified in Schedule VI of SEBI ICDR Regulations, if the issuer or any of its promoters or directors is a wilful defaulter or fraudulent borrower: Not Applicable
The Board of Directors of the Company believe that the proposed issue is in the best interest of the Company and its Members and therefore recommends the Special Resolutions as set out Item No. 1 in the accompanying notice for your approval.
None of the Directors or any Key Managerial Personnel(s) of the Company or their respective relatives are interested financially or otherwise, either directly or indirectly in passing of the said Resolution, save and except to the extent of their respective interest as shareholders of the Company.
Item No.2:
The Special Resolution contained in Item No. 2 of the notice, have been proposed pursuant to the provisions of Sections 42 and 62 of the Companies Act, 2013, to issue and allot up to 8,50,000 Equity shares of face value of Rs. 10/each at an issue price of Rs. 15/- each, aggregating up to Rs. 1,27,50,000 (Rupees One Crore Twenty Seven Lakhs Fifty thousands only).
The Board of Directors of the Company (“Board”) in their meeting held on 6[th] April, 2022 subject to necessary approval(s), have approved the proposal for raising of funds by way of create, offer, issue and allot 8,50,000 Equity Shares of Rs. 10/- each of the Company, at a price of Rs. 15.00/- (Rupees Fifteen only) per Equity Share inclusive of a premium of Rs. 5.00/- (Rupees Five only) per Equity Share to Non – Promoter of the Company in such form and manner and in accordance with the provisions of SEBI (ICDR) Regulations.
As per Companies Act, 2013 and Rules made thereunder (the ‘Act’), and in accordance with the provisions of the SEBI (ICDR) Regulations as amended, and on the terms and conditions and formalities as stipulated in the Act and the SEBI (ICDR) Regulations, the issue of Equity Shares requires approval of the Members by way of a special resolution. The Board therefore, seeks approval of the Members as set out in the notice, by way of a special resolution.
1. The other details/disclosures of the Preferential Issue are as follows: -
h) Objects of the Preferential Allotment:
The object of this Preferential issue is to utilize the proceeds in the expansion and diversification its business, meet long-term working capital, general corporate purpose and such other purpose as the Board may decide from time to time.
i) Particulars of the offer including date of passing of Board Resolution, kind of Securities offered, class of persons, maximum number of Securities to be issued and the Issue Price:
The Board, at its meeting held on 6[th] April, 2022 has, subject to the approval of the Company's Members and such other approvals as may be required, approved the Preferential Issue, involving the issue and allotment of ‐ ‐ 8,50,000 Equity Shares, fully paid up, at the price of Rs. 15.00/ per Equity Share (including premium), aggregating to Rs. 1,27,50,000 (Rupees One Crore Twenty Seven Lakhs Fifty Thousands only), on a preferential basis to the proposed allottee, such price being not less than the minimum price as on the 'Relevant Date' determined in accordance with the provisions of Chapter V of the SEBI ICDR Regulations.
j) Proposed time within which the preferential issue shall be completed
As required under Regulation 170 of the SEBI ICDR Regulations, Preferential Issue of the Equity Shares shall be completed within a period of 15 (fifteen) days from the date of passing of this special resolution or within the statutory time limits prescribed by the regulatory authorities subject to all the necessary approvals being in place. However, if any approval or permissions by any regulatory or statutory authority or the Central Government for allotment is necessary or required, the period of 15 (fifteen) days shall commence from the last date of such approval or permission being obtained.
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k) The intent of the promoters, directors or key management personnel of the issuer to subscribe to the offer and Consequential Changes in voting Rights and Change in Control:
None of the existing promoters, directors or key managerial personnel of the Company intends to subscribe to any of Equity Shares proposed to be issued. Since the allotment of Equity Shares is proposed to be made to the non-promoters, there will be no change in Control/ Management. However, voting rights will change in tandem with the shareholding pattern.
- l) The current and proposed status of the allottee(s) post the preferential issues namely, promoter or nonpromoter.
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S.No. Name of Proposed No of Current Status Proposed status post
Allottees Shares Post preferential
Issue
1 Deva Sanjay Hira 1,00,000 Non Promoter Non Promoter
2 Nandini Agarwal 1,00,000 Non Promoter Non Promoter
3 Somesh Agrawal 40,000 Non Promoter Non Promoter
4 Meera Somesh Agrawal 30,000 Non Promoter Non Promoter
5 Aruna Maheshkumar 30,000 Non Promoter Non Promoter
Agrawal
6 Darshana Amit Garg 33,333 Non Promoter Non Promoter
7 Navin Murli Maheshwari 66,667 Non Promoter Non Promoter
8 Sunil Kumar Newatia 66,667 Non Promoter Non Promoter
9 Shyamsunder B Goyal 16,669 Non Promoter Non Promoter
10 Goyal Kisan Bankelal 16,666 Non Promoter Non Promoter
11 Rajendra Bankelal Goyal 16,666 Non Promoter Non Promoter
12 Goyal Sanjay Bankelal 16,666 Non Promoter Non Promoter
13 Rashmi Amar Kakaria 66,667 Non Promoter Non Promoter
14 Uday Kiran Kanakia 26,667 Non Promoter Non Promoter
15 Rashmi Uday Kanakia 10,000 Non Promoter Non Promoter
16 Sanjay Kiran Kanakia 10,000 Non Promoter Non Promoter
17 Kavita Sanjay Kanakia 10,000 Non Promoter Non Promoter
18 Dhyaan Uday Kanakia 10,000 Non Promoter Non Promoter
19 Khushbu Garg 33,333 Non Promoter Non Promoter
20 Drrishya Agarwaal 50,000 Non Promoter Non Promoter
21 Ajay Kumar Jain 13,333 Non Promoter Non Promoter
22 Amita Ajay Jain 10,000 Non Promoter Non Promoter
23 Abhinav Jain 10,000 Non Promoter Non Promoter
24 Sidharth R Saraf 13,333 Non Promoter Non Promoter
25 Rajesh Radheshyam Saraf 10,000 Non Promoter Non Promoter
26 Kishori Rajesh Saraf 10,000 Non Promoter Non Promoter
27 Shah Ahaan Vikram 33,333 Non Promoter Non Promoter
8,50,000
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- m) Relevant Date: In terms of the provisions of Chapter V of the SEBI ICDR Regulations, relevant date for determining the minimum issue price for the Preferential Allotment of the Equity Shares is 6[th] April, 2022, being the date 30 days prior to the date of this Extraordinary General Meeting.
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n) Pricing of the Issue:
The Equity Shares of the Company are listed and frequently traded on the BSE Limited.
In compliance with Regulation 166A of the SEBI ICDR Regulations, the preferential issue to the proposed allottees, is more than five per cent of the post issue fully diluted share capital of the Company, thus the minimum issue price per Equity share is higher of the price determined through following methods was considered:
-
Price determined under sub-regulation (1), (2) or (4) of regulation 164 of SEBI ICDR Regulations as per following provisions i.e. price shall be not less than higher of the following:
-
The 90 (ninety) days volume weighted average price of the related equity shares quoted on the recognized stock exchange preceding the relevant date; or
-
The 10 (ten) days volume weighted average price of the related equity shares quoted on the recognized stock exchange preceding the relevant date
Provided that if the Articles of Association of the issuer provide for a method of determination which results in a floor price higher than that determined under these regulations, then the same shall be considered as the floor price for equity shares to be allotted pursuant to the preferential issue.
- The price determined under the valuation report from the independent registered valuer.
Method of determination of price as per the Articles of Association of the Company – Not applicable as the Articles of Association of the Company are silent on the determination of a floor price/minimum price of the shares issued on preferential basis.
The minimum price per Equity Share in accordance with Regulation 164 of the SEBI (ICDR) Regulations is calculated at Rs. 14.14 per equity share; and we have obtained a valuation report from Mr. Subodh Kumar, Registered Valuer with IBBI Registration No. IBBI/RV/05/2019/11705 (‘Registered Valuer / Independent Valuer’), certifying the fair value price of Rs. 14.34 each Equity Share in accordance with Regulation 166A of the SEBI (ICDR) Regulations as amended. Report of the Registered Valuer is available on our website for inspection. The link of such report is www.chitraspinltd.com
Accordingly, each equity share of the face value of Rs. 10/- is issued at a price of Rs. 15.00 Per share including Premium of Rs. 5.00 Per Share as determined in accordance with Chapter V of SEBI ICDR Regulations on preferential allotment basis.
- h. Identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and/or who ultimately control proposed allottee(s) of Equity Shares.
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S.No. Name of Proposed Identity of the Natural person who is the ultimate Beneficial
Allottees owner proposed to be allotted and/or who ultimately control
proposed allottee(s) of Equity Shares
1 Deva Sanjay Hira Not applicable
2 Nandini Agarwal Not applicable
3 Somesh Agrawal Not applicable
4 Meera Somesh Agrawal Not applicable
5 Aruna Maheshkumar Agrawal Not applicable
6 Darshana Amit Garg Not applicable
7 Navin Murli Maheshwari Not applicable
8 Sunil Kumar Newatia Not applicable
9 Shyamsunder B Goyal Not applicable
10 Goyal Kisan Bankelal Not applicable
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S.No. Name of Proposed Identity of the Natural person who is the ultimate Beneficial
Allottees owner proposed to be allotted and/or who ultimately control
proposed allottee(s) of Equity Shares
11 Rajendra Bankelal Goyal Not applicable
12 Goyal Sanjay Bankelal Not applicable
13 Rashmi Amar Kakaria Not applicable
14 Uday Kiran Kanakia Not applicable
15 Rashmi Uday Kanakia Not applicable
16 Sanjay Kiran Kanakia Not applicable
17 Kavita Sanjay Kanakia Not applicable
18 Dhyaan Uday Kanakia Not applicable
19 Khushbu Garg Not applicable
20 Drrishya Agarwaal Not applicable
21 Ajay Kumar Jain Not applicable
22 Amita Ajay Jain Not applicable
23 Abhinav Jain Not applicable
24 Sidharth R Saraf Not applicable
25 Rajesh Radheshyam Saraf Not applicable
26 Kishori Rajesh Saraf Not applicable
27 Shah Ahaan Vikram Not applicable
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i. Shareholding Pattern before and after the preferential issue:
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S. No. Category Pre Issue Post Issue (without Post Issue (after
considering allotment of considering allotment
22,50,000 Equity Shares of 22,50,000 Equity
as per Item 1) Shares as per Item 1)
(A) Shareholding of Promoter No. of Percentag No. of Percentage No. of Percentage
and Promoter Group Shares e (%) of Share (%) of Share (%) of
Holding holding holding
1 Indian
(a) Individuals/ Hindu Undivided 82,437 17.88 82,437 6.29 82,437 2.31
Family
(c) Bodies Corporate 0 0 0 0 0 0
(d) Financial Institutions/ Banks 0 0 0 0 0 0
(e) Any Others (Specify) 0 0 0 0 0 0
Sub Total(A)(1) 82,437 17.88 82,437 6.29 82,437 2.31
2 Foreign
A Individuals (Non-Residents 0 0 0 0 0 0
Individuals/
Foreign Individuals)
B Bodies Corporate 0 0 0 0 0 0
C Institutions 0 0 0 0 0 0
D Any Other (specify) 0 0 0 0 0 0
Sub Total(A)(2) 0 0 0 0 0 0
Total Shareholding of 82,437 17.88 82,437 6.29 82,437 2.31
Promoter and Promoter
Group (A)= (A)(1)+(A)(2)
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S. No. Category Pre Issue Post Issue (without Post Issue (after
considering allotment of considering allotment
22,50,000 Equity Shares of 22,50,000 Equity
as per Item 1) Shares as per Item 1)
(A) Shareholding of Promoter No. of Percentag No. of Percentage No. of Percentage
and Promoter Group Shares e (%) of Share (%) of Share (%) of
Holding holding holding
(B) Public shareholding
1 Institutions
(a) Mutual Funds/ UTI 5,720 1.24 5,720 0.44 5,720 0.16
(b) Any Other (specify)FDI 0 0.00 0 0 0 0
Sub-Total (B)(1) 5,720 1.24 5,720 0.44 5,720 0.16
B 2 Non-institutions
(a) Bodies Corporate 15,491 3.36 15,491 1.18 15,491 0.44
(b) Individuals 3,17,096 68.78 11,67,096 89.02 34,17,096 95.96
(c) Any other (specify) 40,286 8.74 40,286 3.07 40,286 1.13
Sub-Total (B)(2) 3,72,873 80.88 12,22,873 93.28 34,72,873 97.52
(B) Total Public Shareholding 3,78,593 82.12 12,28,593 93.71 34,78,593 97.69
(B)= (B)(1)+(B)(2)
TOTAL (A)+(B) 4,61,030 100.00 13,11,030 100.00 35,61,030 100.00
(C) Shares held by Custodians
and against which
Depository Receipts have
been issued
1 Promoter and Promoter Group 0 0.00 0 0.00 0 0
2 Public 0 0 0 0 0 0
Sub-Total (C ) 0 0 0 0 0 0
GRAND TOTAL 4,61,030 100.00 13,11,030 100.00 35,61,030 100.00
(A)+(B)+(C)
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Note:
As disclosed above in Explanatory statement to an item no. 1.
- ii) Mr. Jitesh Mahendra Patodia and Mr. Anshay Jitesh Patodia have entered into a Share Purchase Agreement with the existing promoter/promoter group i.e. Ishwarappa Veerappa Mangala, Savanur Rekha, Shivanna Chandrasekhar Susheela, Sumana Basavaraju, Shivanna Jaya Prakash, Shivanna Koteshwar, Chandrasekhar Shivanna on 6[th] April, 2022 for acquisition of shares and control of the Company. Post completion of open offer under SEBI (SAST) Regulations, 2011, 80,787 Equity shares held by the Ishwarappa Veerappa Mangala, Savanur Rekha, Shivanna Chandrasekhar Susheela, Sumana Basavaraju, Shivanna Jaya Prakash, Shivanna Koteshwar, Chandrasekhar Shivanna will be transferred to Mr. Jitesh Mahendra Patodia and Mr. Anshay Jitesh Patodia. Accordingly, post open offer, Mr. Jitesh Mahendra Patodia and Mr. Anshay Jitesh Patodia who have shown as non-promoter under the proposed preferential issue, will become the Promoters of the Company and existing promoter and promoter group holding 82,437 Equity Shares will be reclassified into public category.
Accordingly, the revised post preferential shareholding pattern after completion of open offer process (excluding open offer Equity shares) will be as under:
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S. No. Category Post Issue (without Post Issue (after considering
considering allotment of allotment of 22,50,000 Equity
22,50,000 Equity Shares Shares as per Item 1)
as per Item 1)
(A) Shareholding of Promoter and Promoter No. of Percentage No. of Share Percentage
Group Share (%) of (%) of holding
holding
1 Indian
(a) Individuals/ Hindu Undivided Family 1,17,897 8.99 23,67,897 66.49
(c) Bodies Corporate 0 0 0 0
(d) Financial Institutions/ Banks 0 0 0 0
(e) Any Others (Specify) 0 0 0 0
Sub Total(A)(1) 1,17,897 8.99 23,67,897 66.49
2 Foreign
A Individuals (Non-Residents Individuals/ 0 0 0 0
Foreign Individuals)
B Bodies Corporate 0 0 0 0
C Institutions 0 0 0 0
D Any Other (specify) 0 0 0 0
Sub Total(A)(2) 0 0 0 0
Total Shareholding of Promoter and 1,17,897 8.99 23,67,897 66.49
Promoter Group (A)= (A)(1)+(A)(2)
(B) Public shareholding
1 Institutions
(a) Mutual Funds/ UTI 5,720 0.44 5,720 0.16
(b) Any Other (specify)FDI 0 0.00 0 0
Sub-Total (B)(1) 5,720 0.44 5,720 0.16
B 2 Non-institutions
(a) Bodies Corporate 15,491 1.18 15,491 0.44
(b) Individuals 11,31,636 86.32 11,31,636 31.78
(c) Any other (specify) 40,286 3.07 40,286 1.13
Sub-Total (B)(2) 11,87,413 90.57 11,87,413 33.34
(B) Total Public Shareholding (B)= 11,93,133 91.01 11,93,133 33.51
(B)(1)+(B)(2)
TOTAL (A)+(B) 13,11,030 100.00 35,61,030 100.00
(C) Shares held by Custodians and against
which Depository Receipts have been
issued
1 Promoter and Promoter Group 0 0.00 0 0.00
2 Public 0 0 0 0
Sub-Total (C ) 0 0 0 0
GRAND TOTAL (A)+(B)+(C) 13,11,030 100.00 35,61,030 100.00
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Lock-in Period: The Equity Shares shall be locked-in for such period as may be specified under Regulations 167 and 168 of the SEBI ICDR Regulations.
The entire pre-preferential allotment shareholding of Promoters, Promoter group and non-promoter categories of persons shall be locked-in from the relevant date up to a period of 90 trading days from the date of the trading approval as specified under Regulation 167(6) of the SEBI ICDR Regulations.
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k. Undertakings:
-
None of the Company, its Directors or Promoters are categorized as willful defaulter(s) or a fraudulent borrower by any bank or financial institution or consortium thereof, in accordance with the guidelines issued by Reserve Bank of India. Consequently, the undertaking required under Regulation 163(1)(i) is not applicable.
-
The Company is eligible to make the Preferential Allotment under Chapter V of SEBI ICDR Regulations.
-
Since the equity shares of the Company have been listed on the BSE Limited for a period of more than 90 trading days prior to the Relevant Date, it is not required to re-compute the price per equity share to be issued and therefore, the Company is not required to submit the undertakings specified under Regulations 163(1) (g) and (h) of the SEBI (ICDR) Regulations.
-
- None of the proposed allottee hold any Equity Shares in the Company.
-
None of the allottees have sold or transferred any Equity Shares during the 90 trading days preceding the relevant date.
-
l. Certificate of Practicing Company Secretary: The certificate from, M/s. Nishant Jawasa & Associates, the Practicing Company Secretary, certifying that the Preferential Allotment is being made in accordance with the requirements contained in the SEBI (ICDR) Regulations, is hosted on the Company’s website and is accessible at link: www.chitraspinltd.com.
m. The percentage (%) of Post Preferential Issue Capital that may be held by the allottees and change in control, if any, consequent to the Preferential Issue:
The percentage (%) of Post Preferential Issue Capital that may be held by the allottees as mentioned in table below and there shall be no change in the management or control of the Company pursuant to the aforesaid issue and allotment of Equity Shares.
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Sl. Name Current Proposed Pre issue No. of Post Issue Post Issue (after
No. Status / Status Shareholding Equity (without considering
Category Shares considering allotment of
to be allotment of 22,50,000 Equity
allotted 22,50,000 Equity Shares as per
Shares as per Item 1)
Item 1)
No of % No of % No of %
share share share
1. Deva Sanjay Hira Non Non Nil Nil 1,00,000 1,00,000 7.63% 1,00,000 2.81%
Promoter Promoter
2. Nandini Agarwal Non Non Nil Nil 1,00,000 1,00,000 7.63% 1,00,000 2.81%
Promoter Promoter
3. Somesh Agrawal Non Non Nil Nil 40,000 40,000 3.05% 40,000 1.12%
Promoter Promoter
4. Meera Somesh Non Non Nil Nil 30,000 30,000 2.29% 30,000 0.84%
Agrawal Promoter Promoter
5. Aruna Non Non Nil Nil 30,000 30,000 2.29% 30,000 0.84%
Maheshkumar Promoter Promoter
Agrawal
6. Darshana Amit Non Non Nil Nil 33,333 33,333 2.54% 33,333 0.94%
Garg Promoter Promoter
7. Navin Murli Non Non Nil Nil 66,667 66,667 5.09% 66,667 1.87%
Maheshwari Promoter Promoter
8. Sunil Kumar Non Non Nil Nil 66,667 66,667 5.09% 66,667 1.87%
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Sl. Name Current Proposed Pre issue No. of Post Issue Post Issue (after
No. Status / Status Shareholding Equity (without considering
Category Shares considering allotment of
to be allotment of 22,50,000 Equity
allotted 22,50,000 Equity Shares as per
Shares as per Item 1)
Item 1)
No of % No of % No of %
share share share
Newatia Promoter Promoter
9. Shyamsunder B Non Non Nil Nil 16,669 16,669 1.27% 16,669 0.47%
Goyal Promoter Promoter
10. Goyal Kisan Non Non Nil Nil 16,666 16,666 1.27% 16,666 0.47%
Bankelal Promoter Promoter
11. Rajendra Bankelal Non Non Nil Nil 16,666 16,666 1.27% 16,666 0.47%
Goyal Promoter Promoter
12. Goyal Sanjay Non Non Nil Nil 16,666 16,666 1.27% 16,666 0.47%
Bankelal Promoter Promoter
13. Rashmi Amar Non Non Nil Nil 66,667 66,667 5.09% 66,667 1.87%
Kakaria Promoter Promoter
14. Uday Kiran Non Non Nil Nil 26,667 26,667 2.03% 26,667 0.75%
Kanakia Promoter Promoter
15. Rashmi Uday Non Non Nil Nil 10,000 10,000 0.76% 10,000 0.28%
Kanakia Promoter Promoter
16. Sanjay Kiran Non Non Nil Nil 10,000 10,000 0.76% 10,000 0.28%
Kanakia Promoter Promoter
17. Kavita Sanjay Non Non Nil Nil 10,000 10,000 0.76% 10,000 0.28%
Kanakia Promoter Promoter
18. Dhyaan Uday Non Non Nil Nil 10,000 10,000 0.76% 10,000 0.28%
Kanakia Promoter Promoter
19. Khushbu Garg Non Non Nil Nil 33,333 33,333 2.54% 33,333 0.94%
Promoter Promoter
20. Drrishya Non Non Nil Nil 50,000 50,000 3.81% 50,000 1.40%
Agarwaal Promoter Promoter
21. Ajay Kumar Jain Non Non Nil Nil 13,333 13,333 1.02% 13,333 0.37%
Promoter Promoter
22. Amita Ajay Jain Non Non Nil Nil 10,000 10,000 0.76% 10,000 0.28%
Promoter Promoter
23. Abhinav Jain Non Non Nil Nil 10,000 10,000 0.76% 10,000 0.28%
Promoter Promoter
24. Sidharth R Saraf Non Non Nil Nil 13,333 13,333 1.02% 13,333 0.37%
Promoter Promoter
25. Rajesh Non Non Nil Nil 10,000 10,000 0.76% 10,000 0.28%
Radheshyam Saraf Promoter Promoter
26. Kishori Rajesh Non Non Nil Nil 10,000 10,000 0.76% 10,000 0.28%
Saraf Promoter Promoter
27. Shah Ahaan Non Non Nil Nil 33,333 33,333 2.54% 33,333 0.94%
Vikram Promoter Promoter
Total Nil Nil 8,50,000 8,50,000 64.83% 8,50,000 23.87%
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n. Number of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price :
Nil
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o. Justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer :
Not Applicable
p. Principal terms of assets charged as securities:
Not Applicable.
q. Other disclosures:
-
During this financial year, the Company has not made any preferential allotment.
-
Disclosures specified in Schedule VI of SEBI ICDR Regulations, if the issuer or any of its promoters or directors is a wilful defaulter or fraudulent borrower: Not Applicable
The Board of Directors of the Company believe that the proposed issue is in the best interest of the Company and its Members and therefore recommends the Special Resolutions as set out Item No. 2 in the accompanying notice for your approval.
None of the Directors or any Key Managerial Personnel(s) of the Company or their respective relatives are interested financially or otherwise, either directly or indirectly in passing of the said Resolution, save and except to the extent of their respective interest as shareholders of the Company.
By order of the Board of Directors For Chitradurga Spintex Limited Sd/Shivanna Vishwanath Managing Director DIN: 00900773
Place: Challakere
Date: 6[th] April, 2022
Regd. Office:
P B No. 9, Bangalore Road, Challakere, Karnataka – 577522 CIN: L85110KA1990PLC011467
26
ROUTE MAP FOR THE VENUE OF EXTRA ORDINARY GENERAL MEETING
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27
CHITRADURGA SPINTEX LIMITED (CIN: L85110KA1990PLC011467)
Tel: +91 8195-222258, Email: [email protected], website: www.chitraspinltd.com Registered Office: P B No. 9, Bangalore Road, Challakere, Karnataka – 577522
ATTENDANCE SLIP
Please complete this attendance slip and hand it over at the entrance of the hall
I, hereby record my attendance at the Extra Ordinary General Meeting of the members of Chitradurga Spintex Limited will be held on Friday, 6th May, 2022, at 11:30 A.M. at the registered office of the Company at P. B. No. 9, Bangalore Road, Challakere, Karnataka - 577522
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DP ID : CLIENT ID :
NAME AND ADDRESS OF SHAREHOLDER FOLIO NO.
(IN BLOCK CAPITALS)
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SIGNATURE OF THE SHARE HOLDER OR PROXY: ____
------------------------------ ------------------------- --------------------------- ---------------------------
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CHITRADURGA SPINTEX LIMITED (CIN: L85110KA1990PLC011467)
Tel: +91 8195-222258, Email: [email protected], website: www.chitraspinltd.com
Registered Office: P B No. 9, Bangalore Road, Challakere, Karnataka – 577522
Form No. MGT-11 Proxy form
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]
| and Administration) Rules, 2014] | ||
|---|---|---|
| Name of the Member(s) | ||
| Registered Address | ||
| E-mail Id | Folio No /Client ID | DP ID |
I/We, being the member(s) of ______shares of the above named company. Hereby appoint
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Name : E-mail Id:
Address:
Signature , or failing him
Name : E-mail Id:
Address:
Signature , or failing him
Name : E-mail Id:
Address:
Signature , or failing him
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as my/ our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Extra Ordinary General Meeting of the Company, to be held on Friday, 6th May, 2022, at 11:30 A.M. at the registered office of the Company at P. B. No. 9, Bangalore Road, Challakere, Karnataka - 577522 and at any adjournment thereof in respect of such resolutions as are indicated below:
| Sr.No. | Resolution(S) | Vote | |
|---|---|---|---|
| For | Against | ||
| Special Business and Special Resolution | |||
| 1. | Issuance of 22,50,000 EquityShares on Preferential Basis | ||
| 2. | Issuance of 8,50,000 EquityShares on Preferential Basis | ||
| * Applicable for investors holding shares in Electronic form. Signed this _day of 20 Signature of Shareholder Signature of Proxy holder Signature of the shareholder across Revenue Stamp Affix Revenue Stamps |
Note: 1) This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the Meeting. 2) The proxy need not be a member of the company.
EVEN (Electronic Voting Event Number) USER ID PASSWORD/PIN
Note: E-voting period : 3[rd] May, 2022 at 09.00 A.M. IST and ends on 5[th] May, 2022 at 05.00 P.M. IST. If you have any query regarding e-voting Password/PIN, please contact at [email protected]
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