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Oswal Greentech Limited — Board/Management Information 2023
Feb 2, 2023
60385_rns_2023-02-02_14332641-a090-44ff-ac8e-a8fc772df3a4.pdf
Board/Management Information
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ABHEY
OSWAL
G R O U P
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Oswal Greentech Limit�d
Date: 2 nd February 2023
To,
To,
BSE Limited Listing Compliance Monitoring Cell 25, PJ Towers, Dalal Street Mumbai - 400001.
BSE Scrip Code: 539290
National Stock Exchange of India Limited Listing Department Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051. NSE Symbol: BINDALAGRO
Dear Sir/ Madam,
Sub: Intimation under regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
We would like to inform that the Board of Directors at its meeting, held on Thursday, 2 nd February 2023, has considered and approved the request letter received from P C Media Systems Limited ('Outgoing Promoter'), for reclassification from "Promoter/Promoter Group" to "Public" category.
The approval of the Board towards the re-classification request of the Outgoing Promoter is subject to the approval of stock exchanges, in terms of Regulation 3 lA of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and amendments thereof.
We herewith enclose the certified extract of the minutes of the Board meeting held on Thursday, 2 nd February 2023, for your kind record and reference.
Kindly take the same on record.
Thanking you
Yours faithfully,
For Oswal Greentech Limited
SONAL Digitally signed by SONAL MALHOTRA MALHOTRA Date: 2023.02.02 16:28:44 +05'30' Sonal Malhotra Company Secretary & Compliance Officer M. No.: A36974
Encl: A/a
7th Floor, Antriksh Bhawan, 22 Kasturba Gandhi Marg, New Delhi- I 10 00 I T: +91-1 1-23715242, 23322980, 23753652, 23715225 E: [email protected] W:www.oswalgreens.com
Regd. Off.: Near Jain Colony,Vijay lnder Nagar, Daba Road, Ludhiana• 141003 IT: +91- 161-2544238 I CIN: L24 I 12PB 1981 PLC0J I 099
ABHEY OSWAL G R O U P
Oswal Greentech Limited
·CERTIFIED TRUE COPY OF THE EXTRACT OF MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS ("BOARD") OF OSWAL GREENTECH LIMITED ("COMPANY") HELD ON THURSDAY, FEBRUARY 2, 2023 AT THE CORPORATE OFFICE OF THE COMPANY SITUATED AT 7[rH ] FLOOR, ANTRIKSH BHAWAN, 22 KASTURBA GANDHI MARG, NEW DELHI- 110001
REVIEW THE REQUEST RECEIVED FROM P C MEDIA SYSTEMS LIMITED FOR RECLASSIFICATION UNDER REGULATION 31A OF SEBI LISTING REGULATIONS FROM PROMOTERS TO PUBLIC CATEGORY
The Board was informed that PC Media Systems Limited ("Outgoing Promoter"), company belonging to the 'promoter and promoter group' of the Company, had vide their letter dated January 24, 2023, requested the Company for re-classification from the 'promoter and promoter group' category to 'public' category of the shareholder of the Company. The Company has intimated the aforesaid request(s) for re-classification to BSE Limited and National Stock Exchange of India Limited ("Stock Exchanges") on January 25, 2023.
The letter received from the Outgoing Promoter was placed before the Board for its perusal.
The Board was informed that, as of date, the Outgoing Promoter and persons related to the Outgoing Promoter(s) do not have any shareholding in the Company. Therefore, the Company is hereby exempted from seeking the approval of shareholders of the Company for the proposed re-classification.
The Board also took note of the fact that the Outgoing Promoter is neither a part of the Board nor does it hold any key managerial position in the Company. Further, it does not participate in the management of the Company in any manner or capacity and does not have any special rights in the Company through formal or informal arrangements, including any shareholder agreement.
The Board was also apprised that the Outgoing Promoter is satisfying all the conditions specified in Regulation 31A(3)(b) of the Listing Regulations. The Board was further informed that in terms of Regulation 31A of the Listing Regulations, the said re-classification shall require the approval of the Board and the Stock Exchanges.
Accordingly, on the basis of the rationale provided above and in accordance with the provisions of Regulation 31A of the Listing Regulations, the Board was of the view that the respective request of the Outgoing Promoter for re-classification from the 'promoter and promoter group' category to 'public' category shareholder be accepted and approved, which shall be subject to the approvals the Stock Exchanges, and[/] or such other approval, if any as may be necessary in this regard.
The Board considered the matter and passed the following resolution:
"RESOLVED THAT pursuant to the provisions of the Regulation 31A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"), and subject to the approval of the Stock Exchanges where the equity shares of the Company are listed namely, BSE Limited and National Stock Exchange of India Limited ("Stock Exchanges"), and[/] or such other approval, if any, as may be required in this regard, the approval of the Board of Directors be and is hereby accorded to the request received from P C Media Systems Limited, members of the promoter and promoter group of the Company, for reclassification from the 'promoter and promoter group' category to 'public' category shareholder of the Company.
7th Floor, Antriksh Bhawan, 22 Kasturba Gandhi Marg, New Delhi- I 10 00 I T: +91-1 1-23715242, 23322980, 23753652, 23715225 E: [email protected] W:www.oswalgreens.com
Regd. Off.: Near Jain Colony,Vijay lnder Nagar, Daba Road, Ludhiana - 141003 IT: +91- 161-2544238 I CIN: L241 I 2PBI 981 PLC0J 1099
� JI\· A.H!OSWAL
RESOLVED FURTHER THAT for the purpose of giving effect to the foregoing resolution, Mr. Anil Kumar Bhalla, Managing Director & CEO, Mr. Vipin Kumar Vij, Chief Financial Officer and Ms. Soncil Malhotra, Company Secretary & Compliance Officer of the Company, be and are hereby severally authorized on behalf of the Company to do, either by themselves or through delegation to any person, as they may in their absolute discretion deem fit, all such acts, deeds, matters and things as they may at their discretion deem necessary or expedient for such purpose, and make all necessary filings including but not limited to making applications to the Stock Exchanges to seek their approval for the re-classification in accordance with Listing Regulations and other applicable laws, if any, and to execute all such deeds, documents, undertakings, declarations or writings as are necessary or expedient, to settle any questions, difficulties or doubt that may arise in this behalf.
RESOLVED FURTHER THAT if any document, relating to the re-classification is required to be affixed with the Common Seal of the Company, it be so affixed, and it be signed in accordance with the provisions of the Articles of Association of the Company.
RESOLVED FURTHER THAT a certified true copy of any of the resolutions and/ or extracts of the minutes of the board meeting be issued under the signature of any of the directors or key managerial personnel of the Company to the concerned person with a request to act thereon."
For Oswal Greentech Limited
�'w>�j� /sonal Malhotra Company Secretary & Compliance Officer M. No.: A36974
Date: February 2, 2023