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Visagar Polytex Ltd Board/Management Information 2024

Aug 30, 2024

63430_rns_2024-08-30_398dc073-e439-4ab8-9b12-79390ca26ecb.pdf

Board/Management Information

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30TH August, 2024

The National Stock Exchange of India The Manager Limited BSE Limited Exchange Plaza, Plot No. C/1, G Block, Corporate Relationship Department Bandra Kurla Complex, 1st Floor, New Trading Ring, Bandra (E), Mumbai - 400 051 Rotunda Building, P.J Towers, Dalal Street, Fort, Mumbai -400001 ISIN Code-INE370E01029 BSE Scrip ID - VIVIDHA

Outcome of Board Meeting Sub:

BSE Scrip Code - 506146

Dear Sir,

With reference to the above cited subject and pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") it is hereby informed that the Board of Directors of the Company at their meeting held today i.e. Thursday, 29th August, 2024 at 12:00 pm at the registered office of the Company, inter alia, has considered, approved and taken on record the following:

In view of the above, please find enclosed herewith the following:

    1. To considered and approved and signed reports of the Board of Directors.
    1. To appoint Director in place of Mr. Tilokchand Kothari (DIN: 00413627), who retires by

rotation and being eligible, offers himself for re-appointment. Board of Directors unanimously decided to re-appoint Mr. Tilokchand Kothari as a Director of the Company subject to approval of Members in the ensuing Annual General Meeting.

  1. To consider re-appointment of Ms. Madhubala Vaishnaw(DIN:08376551) as an Independent Director for a second term of five consecutive years

Board of Directors has decided and considered the re-appointment of Ms. Madhubala Vaishnaw as an Independent Director for second term of five consecutive years subject to approval of Members in the ensuing Annual General Meeting. Brief Details are annexed herewith marked as Annexure $-I$

  1. To consider appointment of Ms. Anju Pareek (DIN: 07144713) as an Independent Director for a first term of five consecutive years.

Board of Directors has decided and considered the appointment of Ms. Anju Pareek as an Independent Director for first term of five consecutive years subject to approval of Members in the ensuing Annual General Meeting. Brief Details are annexed herewith marked as Annexure - II

VISAGAR POLYTEX LIMITED

Regd. Off.: 907/908, Dev Plaza, S.V. Road, Andheri (W), Mumbai 400 058. Tel.: (022) 6742 4815 Email: [email protected] Website: www.visagarpolytex.in CIN: L655990MH1983PLC030215 5. To consider re-appointment of Mr. Kaushal Yadav (DIN: 08484455) as an Independent Director for a first term of five consecutive years

Board of Directors has decided and considered the appointment of Mr. Kaushal Yadav as an Independent Director for first term of five consecutive years subject to approval of Members in the ensuing Annual General Meeting. Brief Details are annexed herewith marked as Annexure - III

    1. Approved increase of borrowing limit of the Company subject to approval of members.
    1. In view of ongoing transactions with Related Party the Board has recommended the Maximum limit of Related Party transactions to shareholders for their approval in the upcoming AGM.
    1. Approved the limit U/s 186 of the Companies Act, 2013 subject to approval of members.
    1. Change in the Object clause of the Company.
  • Alteration of Object Clause of Memorandum of Association. The brief details of alteration in MOA as required under Regulation 30 read with Part A of the Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed herewith marked as Annexure - IV

10. To approve Notice of Annual General Meeting.

  1. To consider other business (es), if any.

Meeting commenced at 12:00 PM and concluded at 01:37 PM

Thanking You,

Yours Faithfully, FOR VISAGAR POLYTEX LIMITED

TILOKCHAND Digitally signed by MANAKLAL MANAKLAL KOTHARI Date: 2024.08.30 KOTHARI

Tilokchand Kothari Managing Director DIN: 00413627

Annexure I

Disclosures as required under Regulation 30 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015

Sr. No. Particulars Details
1. viz.
Reason
for
change
appointment,
resignation,
removal, death or otherwise
Re-appointment of Ms. Madhubala
Viashnaw for second term of consecutives
five years as a Independent Director of the
subject to
Company
approval
$\cdot$ of
shareholders.
2. Date of appointment/eessation
applicable) $\&$ term
(as
of
appointment
For a term of five years effective from
30.09.2024.
3. Brief Profile Madhubala Vaishnaw has
Ms.
done
graduation. She possesses great Analytical
and management skills required for the
business. She has also acquired good
experience in the field of Media.
4. Disclosure
of relationships
between directors (in case of
appointment of a director)
Ms. Madhubala Vaishnaw is not related to
any other director on the Board of Directors
and is not debarred from holding the office
of Director by virtue of any order of SEBI or
any other such authority.

Annexure II

Sr. No. Particulars Details
1. Reason
for
change
VIZ.
appointment,
resignation,
removal, death or otherwise
Appointment of Ms. Anju Pareek for first
term of consecutives five years as an
Independent Director of the Company
subject to approval of shareholders.
2. Date of appointment/eessation
applicable) & term
(as
of
appointment
For a term of five years effective from
30.09.2024.
3. Brief Profile Ms. Anju Pareek has done graduation. She
possesses great Analytical and management
skills required for the business. She has also
acquired good experience in the field of
Media.
4. Disclosure of
relationships
between directors (in case of
appointment of a director)
Ms. Anju Pareek is not related to any other
director on the Board of Directors and is not
debarred from holding the office of Director

such authority.

debarred from holding the office of Director by virtue of any order of SEBI or any other

Disclosures as required under Regulation 30 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015

Annexure III

Disclosures as required under Regulation 30 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015

Details
Sr. No.
1.
Particulars
Reason for change viz. appointment,
resignation, removal, death or otherwise
Re-Appointment of Mr. Kaushal
Yadav for first term of consecutives
five years as an Independent
Director of the Company subject to
approval of shareholders.
2. (as
appointment/eessation
of
Date
applicable) & term of appointment
For a term of five years effective
from 30.09.2024.
done
Mr. Kaushal Yadav has
3. Brief Profile graduation in B.Tech. He possesses
great Analytical and management
skills required for the business. He
has also acquired good experience in
the field of Media.
Mr. Kaushal Yadav is not related to
4. Disclosure of relationships between
directors (in case of appointment of a
director)
any other director on the Board of
Directors and is not debarred from
holding the office of Director by
virtue of any order of SEBI or any
other such authority.

Annexure IV

Summary of amendments in the MOA of the Company

The Board of Directors of the company approved alteration in Clause III (C) of MOA of the company vide their Board meeting held on August 29, 2024, subject to approval of Members, by inserting varied horizon of Multiple Business Opportunities foreseen by Board, with respect to Investment activity in the Company. Additionally, the utilization of unutilized funds will be considered within the scope of these varied business opportunities.

Alteration of Memorandum of Association ("MOA") of the Company to align with the Companies Act, 2013 as follows: -

Insertion of following main object as serial number 2 after Serial Number 1 under Clause III (A):

"2. To carry on the business as an investment company and for that purpose to acquire and hold either in the name of the company or in that of any nominee shares, stocks, debentures, debenture stock, bonds, notes, and to invest or deposit funds in such articles (including gold, silver, jewelry, platinum, precious stones), and to acquire, purchase, sell, or lease the same, as well as materials, articles, or things, obligations, and securities issued or guaranteed by any company or entity, whether quoted or unquoted or otherwise, wherever incorporated or carrying on any business. Additionally, to acquire, buy, invest in shares of similar or other companies or entities, whether quoted or unquoted or otherwise, and associations or entities globally."

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