VIRYA RESOURCES LIMITED — Proxy Solicitation & Information Statement 2022

Jun 2, 2022

==> picture [76 x 68] intentionally omitted <==

Dt: 29.05.2022 To Listing Department BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

Scrip Code: 512479 Dear Sir

Sub: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') - Notice of Extraordinary General Meeting of Members.

Pursuant to Regulation 30 of the Listing Regulations, we wish to inform you that the Extraordinary General Meeting ('EGM') of the Company will be held on Monday, June, 20, 2021at 2:030 p.m. (IST) through Video Conferencing / Other Audio Visual Means in accordance with the applicable circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India (' MCA and SEBI Circulars'), to seek the approval of the members on the proposal of Name change' through Special Business.

In accordance with the relevant provisions of the Companies Act, 2013, MCA and SEBI Circulars and the Listing Regulations, the Notice of EGM dated May,24, 2022 together with explanatory statement thereto ('Notice') have been sent only by email to all the members who have registered their email addresses with the Company or depository (ies) /depository participants.

The Company has provided the facility to vote by electronic means (remote e-voting) on the resolution as set out in the EGM Notice. The voting shall commence on Thursday, June, 16, 2O22 at 9:00 A.M. (1ST) and end on Sunday, June 19, 2022 at 5.00 P.M (IST).

This is for the information and records of the Exchange, please.

Yours faithfully, For Gayatri Tissue & Papers Ltd

==> picture [90 x 36] intentionally omitted <==

V V Subrahmanyam Director Din 01029479

Reg. off:

Gayatri Tissue & Papers Limited 16/ 137, No. 5, Near PrabodhanKrida Bhawan Siddhartha Nagar, Goregaon (west) MUMBAI 400 104CIN: L45100MH1987PLC042141 E-Mail: csdinesh@gayatri.co.in

Corp Office:

81, 6-3-1090, TSR Towers Raj Bhavan Road, T+ 91 40 2331 0330/4284/ 4296 Somajiguda, Hyderabad S00 082. T.G F+91 40 2339 8435 www.gtpltd.co.in

==> picture [76 x 68] intentionally omitted <==

- NOTICE OF EXTRA ORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT AN EXTRA-ORDINARY GENERAL MEETING (EGM) OF MEMBERS OF GAYATRI TISSUE & PAPERS LIMITED WILL BE HELD ON MONDAY, 20[TH] JUNE, 2022 AT 2:00 P.M., - THROUGH VIDEO CONFERENCING (“VC”) / OTHER AUDIO-VISUAL MEANS (“OAVM”) TO TRANSACT THE FOLLOWING BUSINESS:

SPECIAL BUSINESS:

ITEM NO: 1

TO APPROVE THE CHANGE IN THE NAME OF THE COMPANY AND CONSEQUENT AMENDMENT IN MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY:

Name change of the Company : To consider and if thought fit, to pass the following resolution as a Special Resolution.

“ RESOLVED THAT pursuant to the provisions of Section 4,13(2), and 14 of the Companies Act 2013 and other applicable provisions, if any, read with Companies (Incorporation) Rules, 2014, and Regulations 45 of SEBI (Listing Obligations and Disclosures Requirements) Reglations,2015 (including any statutory modification or re-enactment thereof for the time being in force) and subject to the approval of Central Government (Power delegated to Registrar of Companies) or such other authority (ies) as may be necessary, the name of the Company be and is hereby changed from Gayatri Tissue & Papers Limited to VIRYA RESOURCES LIMITED.”

“ RESOLVED FURTHER THAT pursuant to section 13 of the Companies Act, 2013, existing Clause I of the Memorandum of Association of the Company be substituted by the following: The Name of the company is “VIRYA RESOURCES LIMITED”

“ RESOLVED FURTHER THAT upon and subject to obtaining requisite approvals, the name “VIRYA RESOURCES LIMITED” wherever it occurs in the Memorandum and Articles of Association of the Company, letter heads and other stationery of the Company be substituted by the name “VIRYA RESOURCES LIMITED”.

==> picture [76 x 68] intentionally omitted <==

“RESOLVED FURTHER THAT any one director of the company be and is hereby authorized to file necessary forms, applications etc. for giving effect to change of name & to do all such acts, deeds, things and matters as may be required or necessary in this matter on behalf of the Company.”

For and on behalf of the Board Gayatri Tissue & Papers Limited

Sd/-

Date: 24.05.2022 Place: Hyderabad

V V SUBRAHMANYAM Director DIN: 01029479

NOTES:

• a) A member entitled to attend and vote at the meeting is entitled to a appoint a Proxy to attend and vote instead of himself and a Proxy need not be the member of the Company.

• b) The instrument appointing the Proxy, if any, shall be delivered at the Corporate Office of the company not later than forty-eight hours before the time of commencement of the meeting and in default, the instrument of Proxy shall be treated as invalid.

• c) Members are requested to notify immediately any change in their address to the Company at its registered office.

• d) Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, which sets out details relating to Special Business at the Meeting, is annexed hereto.

• e) Corporate Members intending to send their authorized representatives to attend the Meeting pursuant to section 113 of the Companies Act, 2013 are requested to send to the Company, a certified copy of the relevant Board Resolution together with their respective specimen signatures authorizing their representative(s) to attend and vote on their behalf at the Meeting.

• f) Electronic Copy of Notice will be sent to the members whose email IDs are registered with the Company/Deposit Participant(s).

==> picture [76 x 68] intentionally omitted <==

• g) Members may also note that Notice of an Extraordinary General Meeting will also available on the Company's website www.gtpltd.co.in for download. The physical copies of the aforesaid documents will also be available at the Company's Registered Office for inspection during the normal business hours on working days till the date of the meeting. Even after registering e-communication, members are entitled to receive such communication in physical form, upon making a request for the same, by post free of cost. For any communication, the shareholders may also send requests to the Company's investor email id: investorsgtpl@gmail.com

• h) E-voting cut-off date is 13.06.2022. E-voting opens from 16.06.2022 at 9:00 a.m. and ends on 19.06.2022 at 5:00 p.m.

VOTING THROUGH ELECTRONIC MEANS

In compliance with provisions of Section 108 of the Companies Act 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended from time to time and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide Member‟s facility to exercise their votes for all the resolutions detailed in the Notice of an Extraordinary General Meeting scheduled to be held on 20.06.2022 at 2.00 PM. The Company has engaged the services of CDSL, as the authorized agency to provide the e-voting as per instruction below:

The instructions for shareholders voting electronically are as under:

• (i) The voting period begins on 16.06.2022 (09.00 a.m.) and ends on 19.06.2022 (5.00 p.m.). During this period shareholders of the Company, holding shares either in physical or in dematerialized form, as on the cut-off date i.e., on 13.06.2022, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) The shareholders should log on to the e-voting website www.evotingindia.com.

• (iii) Click on Shareholders.

• (iv) Now Enter your User ID

• a. For CDSL: 16 digits beneficiary ID,

• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

==> picture [76 x 68] intentionally omitted <==

• (v) Next enter the Image Verification as displayed and Click on Login.

• (vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on at earlier voting of any company, then your existing password is to be used.

• (vii) If you are a first time user follow the steps given below:

	For Members holdingshares in Demat Form and Physical Form
PAN	Enter your 10-digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number (refer serial no. printed on the name and address sticker/Postal Ballot Form/mail) in the PAN field. In case the sequence number is less than 8 digits enter the applicable number of 0's before the number after the first two characters of the name in CAPITAL letters. eg. If your name is Ramesh Kumar with serial number 1 then enter RA00000001 in the PAN field.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the companyrecords in order to login.

(viii) After entering these details appropriately, click on “SUBMIT” tab.

• (ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach 'Password creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

==> picture [76 x 68] intentionally omitted <==

• (x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (xi) Click on the EVSN of Gayatri Tissue & Papers Ltd on which you choose to vote.

• (xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (xiv) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

• (xvii) If Demat account holder has forgotten the same password then enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xviii) Shareholders can also cast their vote using CDSL's mobile app m-Voting available for android based mobiles. The m-voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively on or after 16.06.2022. Please follow the instructions as prompted by the mobile app while voting on your mobile.

• (xix) Note for Non – Individual Shareholders and Custodians

==> picture [76 x 68] intentionally omitted <==

==> picture [11 x 11] intentionally omitted <==

• Non-Individual shareholders (i.e. other than Individuals, HUF, and NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as corporate.

==> picture [11 x 12] intentionally omitted <==

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to evoting@cdslindia.com

==> picture [11 x 11] intentionally omitted <==

• After receiving the login details they have to create compliance user, using the admin login and password.

==> picture [11 x 11] intentionally omitted <==

• The Compliance user would be able to link the account(s) for which they wish to vote on.

==> picture [11 x 12] intentionally omitted <==

• The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

==> picture [11 x 11] intentionally omitted <==

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

V B Raju, (M.No: 8300, CP No: 14926) Company Secretary in whole time practice, has been appointed as Scrutinizer, who in the opinion of the Board can scrutinize the e-voting process in fair and transparent manner. The Scrutinizer shall within a period not exceeding three (3) working days from the conclusion of the e-voting period unblock the votes in the presence of two (2) witnesses not in the employment of the Company and make Scrutinizer's Report of the votes cast in favour or against, if any, forthwith to the Chairman. The Result declared along with the Scrutinizer's Report shall be placed on the website of the Company viz. www.gtpltd.co.in and also on the website of CDSL viz. www.cdslindia.com within two (2) days of passing of the resolutions at the EGM of the Company and communicated to the Stock Exchanges.

In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under help section or write an email to helpdesk.evoting@cdslindia.com

==> picture [76 x 68] intentionally omitted <==

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 1

The members are hereby informed that the Board of Directors of the Company at its meeting held on May, 24[th] , 2022 put forward the proposal to change the name of the Company from “GAYATRI TISSUE & PAPERS LTD” to “VIRYA RESOURCES LIMITED” along with the consequent amendment to the Memorandum of Association and Articles of Association of the Company, which the Directors believe more suitably reflect the main objects which the Company main business activity and give better representation in the market. As a result of change in the name, the clause I of the Memorandum of Association is also required to be suitably amended.

Further, the proposed change in name of the Company will not affect any of the rights of the Company or of the shareholders/stakeholders of the Company. All existing share certificates bearing the current name of the Company will, after the change of name, continue to be valid for all purposes.

As per the provisions of Sections 13 of the Companies Act, 2013, approval of the shareholders is required for changing the name of the Company and consequent alteration in the Memorandum of Association and Articles of Association by way of passing a Special Resolution. Hence, the resolution is put up for shareholders‟ approval.

None of the Directors, Key Managerial Persons of their relatives, in any way, concerned or interested in the said resolution.

For and on behalf of the Board Gayatri Tissue & Papers Limited

Date: 24.05.2022 Place: Hyderabad

Sd/V V SUBRAHMANYAM Director DIN: 01029479

==> picture [76 x 68] intentionally omitted <==

1. In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide its circular dated 8[th] December, 2021, 13th January, 2021 read with circulars dated 05th May, 2020 read with SEBI Circular dated 15th January, 2021 permitted the holding of the Annual General Meeting (“EGM”) through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”), without the physical presence of the Members at a common venue. In compliance with the provisions of the proposed to be held pursuant to the said MCA Circulars through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the EGM and hence the Attendance Slip and Proxy Form are not attached to this Notice.

2. Statement as required under Section 102 of the Companies Act, 2013, in respect of items of special business is annexed hereto.

3. In case you are holding the Company‟s shares in dematerialized form, please contact your depository participant and give suitable instructions to update your bank details in your demat account and to notify any changes with respect to their addresses, email id, ECS mandate etc. In case you are holding Company‟s shares in physical form, please inform Company‟s RTA viz M/s. Venture Capital and Corporate Investments Pvt. Ltd, 12-10167, Bharatnagar, Hyderabad - 500018 Ph: 23818475 by enclosing a photocopy of blank cancelled cheque of your bank account.

4. As per Regulation 40 of the Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from 01st April, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. viz M/s. Venture Capital and Corporate Investments Pvt. Ltd, 12-10-167, Bharatnagar, Hyderabad - 500018 are the Registrar & Share Transfer Agents (RTA) of the Company. All communications in respect of share transfers dematerialization and change in the address of the members may be communicated to the RTA.

5. 5 Members holding shares in the same name under different Ledger Folios are requested to apply for consolidation of such Folios and send the relevant share certificates to the RTA/Company.

==> picture [76 x 68] intentionally omitted <==

1. Corporate Members intending to send their authorised representatives to attend the meeting are requested to send to the Company a certified copy of the Board resolution authorising their representative to attend and vote on their behalf at the meeting.

2. 7 Members seeking any information or clarification on the accounts are requested to send their queries to the Company, in writing, at least 10 days before the date of the meeting. Replies will be provided in respect of such written queries at the meeting.

3. 8 Pursuant to the directions/notifications of Securities and Exchange Board of India (SEBI) and Depositories, the demat account holders can operate their accounts if they had already provided Income Tax Permanent Account Number either at the time of opening of the account or at any time subsequently. In case they have not furnished the Income Tax Permanent Account Number to the Depository Participants, such demat account holders are requested to contact their DPs with a photocopy of the PAN Card with original PAN Card for verification, so that the frozen demat accounts would be available for operation and further consequences of non-compliance with the aforesaid directives would be obviated. SEBI, vide Circular ref.no. MRD/Dop/Cir- 05/2009 dated 20th May, 2009 made it mandatory to have PAN particulars for registration of physical share transfer requests. Based on the directive contained in the said circulars, all share transfer requests are therefore to be accompanied with PAN details. Members holding shares in physical form can submit their PAN details to the Company / RTA.

4. 9 Members whose name appears in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date i.e, 13.06.2022 shall only be entitled to attend and vote at the EGM. A person who is not a Member as on the cut-off date should treat this Notice of EGM for information purpose only.

5. Members may also note that the Notice of the Extraordinary General Meeting is available on the Company‟s website: www.gtpltd.co.in. All documents referred to in the accompanying Notice and the Statement pursuant to Section 102(1) of the Companies Act, 2013 shall be open for inspection in electronic mode by the Members by writing an e-mail to the Company Secretary at cs@gayatri.co.in.

In compliance with the aforesaid MCA Circulars and SEBI Circular dated 12th May, 2020 & 15[th] January 2021, Notice of the EGM is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company / Depository Participants. Members may note that the Notice will also be available on the Company‟s website at: www.gtpltd.co.in on the website of the Stock Exchange i.e. BSE Limited at www.bseindia.com and on the website of CDSL www.evotingindia.com.

==> picture [76 x 68] intentionally omitted <==

1. Members attending the EGM through VC/ OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act.

2. Since the EGM will be held through VC/ OAVM, the Route Map is not annexed in this Notice.

3. Members seeking any information or clarification are requested to send their queries to the Company, in writing, at least one week before the date of the meeting. Replies will be provided in respect of such written queries at the meeting.

4. The Members can join the EGM in the VC/OAVM mode 30 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM through VC/OAVM will be made available to at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM without restriction on account of first come first served basis.

15. INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING DURING THE EGM:

1. The procedure for e-Voting on the day of the EGM is same as the instructions mentioned above for remote e-voting.

2. Only those shareholders, who are present in the EGM through VC/OAVM facility and have not casted their vote on the resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system available during the EGM.

3. If any votes are cast by the shareholders through the e-voting available during the EGM and If the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

4. Shareholders who have voted through Remote e-voting will be eligible to attend the EGM. However, they will not be eligible to vote at the EGM.

==> picture [76 x 68] intentionally omitted <==

• 16 The Board of Directors has appointed are V B Raju, (M.No: 8300, CP No: 14926) Practicing Company Secretary, to act as Scrutinizer to scrutinize the voting during the EGM and remote e-voting process in a fair and transparent manner.

The Scrutinizer will submit his report to the Chairman of the Company („the Chairman‟) or to any other person authorized by the Chairman after the completion of the scrutiny of the e-voting (votes casted during the EGM and votes casted through remote e-voting), not later than 48 hours from the conclusion of the EGM. The result declared along with the Scrutinizer‟s report shall be communicated to the stock exchanges, CDSL, and RTA and will also be displayed on the Company‟s website www.gtpltd.co.in.