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TPL Plastech Limited Board/Management Information 2021

Feb 6, 2021

61273_rns_2021-02-06_052a8c13-837a-4b1a-b983-c4baa5559219.pdf

Board/Management Information

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To, BSE Limited 1st Floor, New Trading Ring Rotunda Building P.J. Towers, Dalal Street, Fort, Mumbai - 400 001 Scrip Code: 526582

National Stock Exchange of India Ltd Exchange Plaza, 5th Floor, Plot No. C-1, Block G, Bandra - Kurla Complex, Bandra (East), Mumbai - 400 051 Symbol: TPLPLASTEH

Sub.: Proceedings of the NCLT Convened Meeting- Equity Shareholders

Dear Sir/Madam,

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 ("Listing Regulations") read with Para A of Schedule III of the Listing Regulations, please find enclosed gist of proceedings of the NCLT Convened Meeting of the Equity Shareholders of TPL Plastech Limited held on Saturday, the 6th February, 2021 at 11.30 a.m. through Video Conferencing ("VC") / Other Audio-Visual Means ("OVAM") deemed to be held at the Registered Office of the Company at 102, 151 Floor, Centre Point, Somnath Daman Road, Somnath, Dabhel, Nani Daman - UT - 396210 for the purpose of considering and if thought fit, approving with or without modification(s)the arrangement embodied in the Scheme of Amalgamation between Ecotech Green Lifecycle Limited ("the Transferor Company") with TPL Plastech Limited ("the Transferee Company') and their respective shareholders ("Scheme").

This is for your information and records.

Thanking you,

Yours faithfully, For TPL Plas ech Limited

He ant oni Head Legal & Company Secretary & Compliance Officer

TPL Plastech Ltd.

Registered Office: 102, 1st Floor, Centre Point, Somnath Daman Road, Somnath, Dabhel, Nani Daman, Daman - 396210. • CIN : L25209DD1992PLC004656 Corporate Office: 5th Floor, Sangeet Plaza, Marol Marashi Road, Opp Marol Fire Brigade, Andheri (East), Mumbai - 400059

Tel. : 022 - 4062 4200 • Fax: 022 - 4062 4299 • E-mail : [email protected] •Website: www.tplplastech.in

Gist of Proceedings of the NCLT Convened Meeting of TPL Plastech Limited

1. Date, Time and Venue of the Meeting:

Pursuant to the order dated 8th December, 2020 ('Order') passed by the National Law Company Tribunal, Ahmedabad Bench ('NCLT') in the Company Scheme Application No. CA(CAA) No. 73 /NCLT/ AHM/2020, the Tribunal Convened Meeting of the Equity Shareholders of the Company was held on Saturday, 6th February, 2021 at 11:30 a.m., through Video Conferencing("VC") / Other Audio Visual Means ("OAVM"), following the operating procedures (with requisite modifications as may be required) referred vide General Circular Nos. 14/2020 dated April 8, 2020, 17 /2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020 and 39/2020 dated December 31, 2020, (collectively the 'MCA Circulars'), issued by the Ministry of Corporate Affairs, Government of India.

The meeting concluded at 12:21 p.m. on same day.

2. Proceedings in Brief:

Mr. Sanjaya Kulkarni, informed the shareholders that he had been appointed as the Chairman of the meeting vide Order dated 8th December, 2020 passed by the Hon'ble National Company Law Tribunal, Ahmedabad ("NCLT").Therefore, pursuant to the aforesaid Order, he occupied the Chair.

The Chairman welcomed the shareholders and declared that as directed by the NCLT the quorum for the meeting is as prescribed under Section 103 of the companies Act, 2013 i.e. 30 (Thirty) equity shareholders of the Applicant Company, present in person. The Tribunal Convened Meeting was attended by 41 (Forty One) members in the aggregate including members through their authorised representatives.

The requisite quorum being present, the Chairman declared the meeting in order and began the meeting proceedings with an introduction of the Board of Directors present at the meeting.

The Meeting was attended by the following Directors and Key Managerial Personnel (KMP) through Video Conferencing:

SanjayaKulkarniMr. IndependentChairmanNonExecutive-
Director
K. WadhwaMr.M. IndependentDirector
MangeshSarfareMr. Non-ExecutiveDirector

?I Registered Office: 102, 1st Floor, Centre Point, Somnath Daman Road, Somnath, Dabhel, Nani Daman, Daman - 396210. • CIN : L25209DD1992PLC004656

Corporate Office : 5th Floor, Sangeet Plaza, Marol Marashi Road, Opp Marol Fire Brigade, Andheri (East), Mumbai - 400059 Tel. : 022 - 4062 4200 • Fax: 022 - 4062 4299 • E-mail: [email protected] •Website: www.tplplastech.in

DeepakMr.Bakhshi IndependentDirector
Mr.SuryaPratapGupta IndependentDirector
AkshayMr.Chandan ChiefExecutiveOfficer
Mr.PawanAgarwal ChiefOfficerFinancial
Mr.HemantSoni CompanySecretary
Mr.ArunDash Scrutinizer

Chairman informed to the equity shareholders that the Notice of the NCLT Convened meeting and the Statement under Sections 230 and 102 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, and other annexures, referred in the Index of the Notice have been sent/ despatched to the shareholders of the Company at their e-mail / registered address.

The Chairman with the permission of the members took the Notice dated 29th December, 2020 convening the meeting as read.

The Chairman informed that as required under the Companies Act, 2013, read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company had provided the facility of e-voting through Link Intime India Private Limited so as to enable the equity shareholders, to consider and approve the Scheme by way of the resolution. Accordingly, voting by equity shareholders of the Applicant Company to the Scheme had been carried out through (i) remote e-voting and (ii) vote through e voting system during the meeting through VC/OAVM held on 6th day of February, 2021.

He further informed that the e-voting period commenced on Tuesday, the 2nd day of February, 2021 at 9:00 a.m. and ended on Friday the 5th February, 2021 at 5:00 p.m.

The Chairman then invited the members, who wished to ask questions or queries if any, on the Scheme of Amalgamation. Few shareholders raised certain questions to which the chairman addressed all the queries regarding the Scheme and conducted the meeting using the e-voting facility made available during the Meeting through VC/OAVM for those shareholders who have not voted by remote e-voting.

The Chairman announced that the Company had arranged for voting through VC/OAVM on the resolution to be passed in the Meeting and those shareholders, who have not exercised their vote through remote e-voting, if they desire, may choose to exercise their vote through e-voting within 15 minutes from the conclusion of this Meeting.

Registered Office: 102, 1st Floor, Centre Point, Somnath Daman Road, Somnath, Dabhel, Nani Daman, Daman - 396210. • CIN : L25209DD1992PLC004656

Corporate Office: 5th Floor, Sangeet Plaza, Maro! Marashi Road, Opp Maro! Fire Brigade, Andheri (East), Mumbai - 400059 Tel. : 022 - 4062 4200 • Fax: 022 - 4062 4299 • E-mail : [email protected] -Webstte : www.tplplastech.in

The Chairman further announced that pursuant to the NCLT Order, Mr. Arun Dash (having Membership No. FCS- 9765 and COP No. 9309) Practicing Company Secretary has been appointed as the scrutinizer to conduct the e-voting process and voting at the venue of the meeting in a fair and transparent manner.

\

The Chairman informed that the combined results of votes cast through (i) remote e voting process and (ii) e-voting during the Meeting will be announced within 48 hours from conclusion of the Meeting. The results, together with the Scrutinizer's Reports, will be displayed on the website of the Company and on the website of Link Intime India Private Limited besides being communicated to BSE Limited and The National Stock Exchange of India Limited.

The following item of business, as per the Notice of NCLT Convened Meeting was transacted at the meeting: -

Sr. Particulars
No.
1 ApprovaloftheSchemeofAmalgamationbetweenEcotechGreen
LifecycleLimited("the TransferorCompany")LimitedwithPlastechTPL
("theTransfereeCompany')andtheirrespectiveshareholders
("Scheme").

The Chairman then thanked the members and the Directors for attending the meeting and declared the meeting as closed at 12:21 p.m.

  • Limited

Head Legal & Company Secretary & Compliance Officer

TPL Pla!itech Ltd.

Registered Office: 102, 1st Floor, Centre Point, Somnath Daman Road, Somnath, Dabhel, Nani Daman, Daman - 396210. • CIN : L25209DD1992PLC004656 Corporate Office : 5th Floor, Sangeet Plaza, Marol Marashi Road, Opp Marol Fire Brigade, Andheri (East), Mumbai - 400059 Tel. : 022 - 4062 4200 • Fax: 022 - 4062 4299 • E-mail: [email protected] •Website: www.tplplastech.in