Wanbury Limited

Re~d. Office : BSEL Tech Park, B-wing 1 O' Floor, Sector-30 A, Opp. Vashi Railway Station, Vashi Navi Mumbai 400 703 Maharashtra. INDIA Tel. : +91-22-6794 2222 +91 -22-7196 3222

WAN BURY Fax : +91 -22-6794 211 1/333 CIN L51900MH1988PLC048455 Email : [email protected] Website : www.wanbury.com

3001 October, 2019

To,	To,
Department of Corporate Services,	Department of Corporate Services,
National Stock Exchange of India Limited,	BSE Limited,
Exchange Plaza, C-1, Block-G,	Phiroze Jeejeebhoy Towers,
Bandra Kur la Complex,	Dalal Street,
Bandra (East), Mumbai - 400 051.	Mumbai - 400 001.
Scrip Symbol: W ANBURY	Scrip Code: 524212

Dear Sirs,

Sub.: Intimation of Disp atch of Postal Ballot Notice

We hereby in.form you that pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of Companies (Management and Adminish·ation) Rule, 2014 and Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Postal Ballot Notice and Form are dispatched to the Shareholders whose name appears in the Register of Members/Beneficial owners as on cut-off date i.e. 18th Oc tober, 2019 for seeking their approval by way of Postal Ballot, including e-voting by electronics means, in the following matters:

Special Resolution: To consider and accord approval for the iss ue and allotment of 12,50,000 equity shares on preferential basis to M/ s. Edelweiss Asset Reconsh·uction Company Limited (EARC) as a Trustee of EARC Trust SC 145 as a paTt of Restructuring of the Debt as per SEBI ICDR Regu lation as amended from time to time.

The voting period shall commence from 3151 October, 2019 from 09:00 A.M. and ends on 29th November, 2019 at 05:00 P.M. We are enclosing herewith a copy of the Postal Ballot Notice dated 22°d October, 2019 along with the Postal Ballot Form for your reference and records and also uploaded on the website of the Company i.e. www.wanbury.com.

! ·r . · I I . ~

Thanking you,

Encl.: a/a.

WANBURY LIMITED

CIN: L51900MH1988PLC048455

th Regd. Offlc:e: BSEL Tech Pali<, B-Wlng, 10 Floor, Sector 30-A, Opp. Vashl Ralt.vay Station, Vashl, Navl MLmbal - 400 703. Tel.: 9122 67942222, Fax: 9122 679421111333, Email: [email protected], Webelte: www.wanbury.com

NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 and Section 108 of the Companies Act, 2013 read with the Rule 20 and Rule 22 of the Companies (Management and. Administration) Rules, 2014]

Dear Member(s),

Notice is hereby given to the Members of Wanbury limited ("the Company"), pursuant to the provisions of Section 110 and Section 108 and other applicable provisions, If any, of the Companies Act, 2013, read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification/s or re-enactment/s thereof for the time being In force), aegulation 44 ct the Securities and Exchange Board of lncia (Listing Obligations and Disclosure Requirements) Regulations, 2015 (•Listing Regulations•) and Securities and Exchange Board of India (Issue of capital and Disclosure Requirements), Regulations, 2018, (•SEBI ICOR Regulations•) induding any statutory modification or re-enactment thereof for .the titne being in force), and Secretarial Standard-2 C-SS-2") and pursuant to other applicable laws and regulations, that the resolutions appended below are proposed to be passed by the Members by way of postal ballot I electronic voting (e-voting). The explanatory statement under Section 102(1) pertaining to the said resolutions setting out the material facts concerning each item and the reasons thereof is annexed hereto with Postal Ballot Fonn for your consideration and voting.

The Board of Directors of the Company (the •eoarct•) has appointed Ms. Kala Agarwal Practicing Company Secretary (C.P. No.5356) as the Scrutinizer ('Scrutinizer:') for conducting the postal ballot I e-voting process in a fair and transparent manner. This Notice is being sent to all the Members whose name appears as on 18111 October, 2019 c•cut-off Datej In the Register of Members/List of Beneficial Ovmers and as received from Mis. Sharex Dynamic India Private Limited ("Sharex"). the Registrar and Share "9'8nsfer Agent of the Company.

The members holding Equity Shares of the Company have the option to vote either by Postal Ballot or through remote e-voting. The Members are requested to carefully read the instructions printed in the Postal Ballot Form, record their assent (For) or dissent (Against) therein by filling necessary details and affixing their signature at the designated place in the Postal Ballot Fonn and return the same In original duly cofTl'leted in all respect in the enclosed self-addressed, pre-paid postage Business Reply Envelope so as to reach the Scrutinizer at the Registered Office of the Company on or before the close of working hours i.e. not later than 5:00 P.M. on Friday, 2911November, 2019. Postage will be borne and paid by the Company. Postal Ballot Form(s), if sent at the expense of the Member(s), wDI also be accepted. The Postal Ballot Form(s) may also be deposited personally at the address given on the Business Reply Envelope. Please note that if any Postal Ballot Form is received after the said date, it will be considered that no reply has been received from the Member.

Members desiring to opt for a-voting as per the faCilitles arranged by the Company are requested to read the instructions in the Notes under the section 'Voting through Electronic Means'. References to postal ballot(s) in this Postal Ballot Notice Include votes received electronicaUy.

The Scrutinizer will submit her report to the Chairperson or to any other·aottfoftzed person of the Company after the completion of the scrutiny of the postal ballots (including e-voting). The result of the postal ballot shall be declared on or before 181December, 2019 and communicated to the Stock Exchanges. Depositories, Registrar and Share Transfer Agent and shall also be displayed on the Company's website at www.wanburv.com

RESOLUTIONS TO BE PASSED THROUGH POSTAL BALLOT:

SPECIAL BUSINESS:

ITEM NO. 1: TO CONSIDER AND APPROVE THE ISSUE AND ALLOTMENT OF 12,50,000 EQUITY SHARES ON PREFERENTIAL BASIS TO M/S, EDELWEISS ASSET RECONSTRUCTION COMPANY LIMITED (EARC) AS A TRUSTEE OF EARC TRUST SC 145 AS A PART OF RESTRUCTURING OF THE DEBT AS PER SEBI ICDR REGULATION AS AMENDED FROM TIME TO TIME:

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a SPECIAL RESOLUTION:

"RESOLVED THAT in accordance with the provisions of Section 42, Section 62 and all other applicable provisions, if any, of the Companies Act, 2013 and Rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014 as amended and the Companies (Share Capital and Debentures) Rules, 2014 and other relevant rules made thereunder (including any statutory modifications, amendment or re-enactment thereof for the time being in force) (the "Act") and in accordance with the provisions of the Memorandum and Articles of Association of the Company, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. ("SEBI Listing Regulations") and Listing Agreement entered into by the Company with the stock exchanges, where the securities of the Company are listed and in accordance with the Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the "SEBI ICDR Regulations") as amended, and in accordance with other applicable rules, regulations, circulars, notifications, clarifications and quidelines issued thereon, from time to time, by the Government of India and subject to the approvals, consents, permissions and/ or sanctions, as may be required from the Government of India. Reserve Bank of India. SEBI. Stock Exchange(s) and any other relevant statutory, governmental authorities or departments, institutions or bodies and subject to such terms, conditions, alterations, corrections, changes, variations and/or, modifications, if any, as may be prescribed by any one or more or all of them in granting such approvals, consents, permissions and / or sanctions and which may be accepted by the Board of Directors of the Company (herein referred to as "Board", which term shall include any duly constituted and authorized committee thereof, which the Board may constitute to exercise its powers) and subject to any alterations, modifications, corrections, changes and variations that may be decided by the Board in their discretion, consent of the members of the Company be and is hereby accorded to the Board to create, offer, issue and allot from time to time in one or more tranches on preferential basis upto 12,50,000 equity shares of Rs.10/- each (Rupees Ten only) at a price of Rs.13.18/- per equity share (inclusive of premium of Rs.3.18/per equity share), calculated as per Regulation 165 of the SEBI ICDR Regulations, to the following allottee being Non-Promoters of the Company on preferential basis (hereinafter referred to as "Preferential Issue of Shares"), pursuant to Restructuring of Debt on such terms and conditions and in such manner as may be mutually agreed between M/s. Edelweiss Asset Reconstruction Company Ltd. (EARC) as a Trustee of EARC Trust SC 145 and the Board of Directors of the Company:

Name of the Allottee	No. of Shares
M/s. Edelweiss Asset Reconstruction Company Ltd.(EARC) as a Trustee of EARC Trust SC 145	12.50.000	Non Promoter(Indian Public)

FURTHER RESOLVED THAT the Preferential Issue of the Equity Shares to the EARC pursuant to Restructuring of Debt, be inter alia on the following terms and conditions:-

the equity shares to be so offered and allotted to the aforesaid allottee shall only be in dematerialised ì. form and shall be subject to the provisions of the Memorandum and Articles of Association of the Company:
ii. the equity shares to be issued, shall rank pari passu with the existing equity shares of the Company in all respects including as to dividend and be listed on the stock exchanges, where the equity shares of the Company are currently listed:
the pricing of the Equity Shares allotted will be in accordance with the Regulation 165 of the SEBI ICDR iii. Regulations and the 'Relevant Date' shall be 30th October, 2019, being the date 30 days prior to the date of completion of this Postal Ballot i.e. 29th November, 2019;
the equity shares to be issued shall be subject to a lock-in for such period from the date of their allotment iv. as provided and pursuant to the provisions of SEBI ICDR Regulations as amended up to date.

v. As required under Regulation 163 of the SEBI ICDR Regulations, the Company wlll complete the allotment of Equity Shares within a period c:I Fifteen (15) days from the date of passing of the Special Resolution by the Members or where the allotment on preferential basis requires any approval by any Regulatory Authorities or Central Government, the allOOTlent of shares will be completed within a period of Fifteen (15) days from the date of such approval.

FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorized on behalf of the Company to do all such acts, deeds, matters and things as the Board may, in Its absolute discretion, deem necessary or desirable for such purpose, including without limitation to vary, modify or alter any of the relevant terms and conditions, induding size of the preferential issue, the nuni>er of equity shares to be allotted, finalising the terms of agreement{s) and other related document{s), If any, kl be executed including amendments thereto, provide any clarifications related to offer, issue and allotment of Equity Shares, listing of Equity Shares on Stock Exchanges and authorise to preparation, execution and entering ink> arrangement /-agreement~. offer letter, letter of allotment, all writings, instruments and such other documents {including documents In connection with appointment of agencies, intennediaries and advisors), utilisation of proceeds of issue and ·further to authorise all such persons as may be necessary, in connection therewith and incidental thereto as the Board in its absolute discretion deem fit, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution and the decision of the Board shall be final and conclusive.

FURTHER RESOLVED THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred to any Committee of the Board or any Director(s) or Officer(s) or authorised persons of the Company and generally to do all such acts, deeds, things and matters as may be required In connection with the aforesaid resolution including execution of any documents on behalf of the Company and to represent the Company before any governmental or regulatory authorities and to appoinUengage any registrar, depositories, professionals, advisors, bankers, consultants and advocates and to finalise their fees/charges and also to enter into and execute all such arrangements, agreements, memoranda, documents etc. with such agencies and further authorised to make requisite filing with concerned regulatory/government authorities I depository{ies), Stock Exchanges and/or any other regulatory authorities to give effect to this resolution and further to take all others steps whicn may be incidental, consequential, relevant or ancillary in this connection.

FURTHER RESOLVED THAT all action(s) taken by the Board or Committee{s) thereof, any Director(s) or Officer(s) or any other authorised persons of the Company in connection with any matter{s) referred to a conten:iplated in the foregoing resolution be and are hereby approved, ratified and confirmed in all respects:

Registered Office: BSEL Tech Park, B - Wing, 10th Floor, Sector 30-A, Vashl, Navi Mumbai - 400 703. Tel.: 91 22 6794 2222 Fax: 91 22 6794 2111/333 EmaU: [email protected] Website: www.wanbury.com CIN: L51900MH1988PLC048455

Navi Mumbai, 2-r October, 2019

By Order of the Board of Directors For Wanbury Limited

Company

Jffe~ Secretary

NOTES:

1. The explanatory statement pursuant to Section 102 (1) of the Companies Act, 2013 and Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 stating all material facts and the reasons for the proposal is annexed herewith.
1. The Postal Ballot Notice is being sent to the Members whose names appear on the Register of Members I List of Beneficial owners as received from the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as on 18" October, 2019 (•eut-ott date•). The Postal Ballot Notice is being sent to Members in electronic form to the email addresses registered with their Depository Participants (in case of electronic shareholding) I the Company's Registrar and Share Transfer Agent (in case of physical shareholding). For Members whose email IDs are not registered, physical copies of the Postal Ballot Notice are being sent by permitted mode along with a Business Reply Envelope.
1. Members whose names appear on the Register of Members I List of Beneficial Owners as on 18111 October, 2019 will be considered for the purpose of voting. A person who is not a Member as on the Cut-off date should treat this notice for information purposes only.
1. Resolutions passed by the Members by way of postal ballot are deemed to have been passed as if they have been passed at a General Meeting of the Members.
1. The Members can opt for only one mode of voting, i.e., either by physical ballot or a-voting. In case Members cast their votes through both the modes, voting done by a-voting shall prevail and votes cast through physical Postal Ballot Forms will be treated as invalid.
1. Members who have not received the postal ballot form may apply to the Company to obtain duplicate fonn. In case a Member wishes to obtain a printed Postal Ballot Form or a duplicate, he or she may send an email to [email protected]. The Registrar and Share Transfer Agent I Company shall forward the same along with Business Reply Envelope to the Member.
1. Votin!i, rights shall be reckoned on the paid-up value d shares registered in the name of the Members as on 18 October, 2019 c·cut-off date"). The postal ballr,t period commences on 31• October, 2019 from 09:00 A.M. and ends on 29th November, 2019 at 05:00 P.M.
1. The postage will be bome and paid by the Company, however envelopes containing postal ballots, if sent by courier or by Registered Post at the expense of the members will also be accepted. It is, however, clarified that members desiring to exercise their vote from outside of India will have to arrange for postage from the country where the ballot papers are dispatched to the Scrutinizer
1. In compliance with Sections 108 and 110 of the Companies Act, 2013 and the Rules made thereunder, the Company has provided the facility to the Members·to exercise their votes electronically and vote on all resolutions through the a-voting service facility arranged by CDSL. The instructions for electronic voting are annexed to this Notice.
1. A Member cannot exercise his vote by proxy on postal ballot
1. Members wishing to exercise their vote by physical postal ballot are requested to carefully read the instructions printed in the Postal Ballot Form and retum the Form duly completed and signed, in the enclosed Business Reply Envelope to the Scrutinizer, so that it reaches the Scrutinizer not later than the close of working hours (i.e. 05:00 P.M.) on 29th November, 2019. However, envelopes containing postal ballots, if sent by courier or registered I speed post at the expense of the Members, will ·also be accepted. If any postal ballot is received after 05:00 P.M. on 29" November, 2019, it will be considered that no reply from the Member has been received.
1. The Scrutinizer will submit her report to the Chairperson or any authorized person after the completion of scrutiny, and the result of the postal ballot will be announced by the Chairperson or any authorized person of the Company duly authorized, on or before 1• December, 2019 at the Registered office of the Company and will also be displayed on the Company's website at www.wanburv.com and communicated to-the ·Stock Exchanges, Depositories, Registrar and Share Transfer Agent on the· said date.

Voting through electronic means

1. In compliance with Regulation 44, SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015 and Sections 108, 110 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014 and SS-2 as amended from time to time, the Company is pleased to provide a-voting facility to all its Members, to enable them to cast their votes electronically instead of dispatching the physical Postal Ballot Form by post. The Company has engaged the services of Central Depository Services (India) Limited ("CDSL") for the purpose of provicing a-voting facility to all its Members. The instructions fore-voting are as follows:
(i) The a-voting period begins on 31•1October, 2019 at 9:00 A.M. and ends on 29111 November, 2019 at 5:00 P.M. During this period Sharehold*1rs' of the Company, holding shares either in physical fonn or in dematerialised fonn, as on the cut-off date i.e. 18th October, 2019 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 a-voting website www.evotjngindja.com.
{iii) Click on Shareholders.
{iv) Now Enter your User ID
- a. For CDSL: 16 digits beneficiary ID,
- b. For NSDL: 8 Character OP ID followed by 8 Digits Client ID,
- c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
(v) Next enter the Image Verification as displayed and Clidc on Login,
{vi) If you are holding shares in demat fonn and had logged on to www.eyotjngjndja.com and voted on an 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 holding shares In Demat Fonn and Physical Fonn
PAN	Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable forboth demat shareholders as well as physical shareholders)
	Members who have not updated their PAN with the Company/DepositoryParticipant are requested to use the first two letters of their name and the 8 digits ofthe sequence number in the PAN field.In case the sequence number is less than 8 digits enter the applicable number ofO's before the number after the first two characters of the name in CAPITAL letters.Eg. If your name is Ramesh Kumar with sequence number 1 then enterRA00000001 in the PAN field.
DividendBankDetailsOR Date ofBirth1DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyfy fonnat) as recorded in yourdemat account or in the company records in order to login.If both the details are not recorded with the depository or company please enter themember id I folio number in the Dividend Bank details field as mentioned ininstruction (iv).

(viii) After entering these details appropriately, click on ·suBMlr tab.
·(ix) Members holding shares in physical fonn 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· IJOte 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 a-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. ·
(x) For Members holding shares In physical form, the details can be used only for a-voting on the resolutions contained in this Notice.
(xi) Click on the EVSN for the Wanbury Limited 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 YOting. 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 ·suBMlr. A confirmation box wll be displayed. If you wish to confirm your vote, click on •o K", 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 a print of the votes cast by dicking oo ·click here to prinr option on the Voting page.
(xvii) If a demat account holder has forgotten the login 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. Them-Voting app can be downloaded from Google Play Store. iPhone and Windows-phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.

(xix) Note for Non - lndlvldual Shareholders and Custodians

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

A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to he![email protected].

After receiving the login details a Compliance User should be aeated using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

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.

(xx) In case you haw any queries or Issues regarding e-votlng, you may refer the Frequently Asked Questions (•FAQs") and &-voting manual available at www.evotinaindia.com, under help section or write an email to [email protected].

ANNEXVRE IO NOTICE;

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT. 2013.

ITEM NO. 1; TO CONSIDER AND APPROVE THE ISSUE AND ALLOTMENT OF 12.50.000 EQUITY SHARES ON PREFERENTIAL BASIS TO M/S. EDELWEISS ASSET RECONSTRUCTION COMPANY LIMITED <EARCl fi A TRUSTEE OF EABC TRUST SC 145 AS A PART OF RESTRUCTURING OF THE DEBT AS PER SE I ICDR REGULATION AS AMENDED FROM TIME TO TIME:

The special resolution as mentioned under Item No.1 of the Notice, have been proposed pursuant to the provisions of Section 42 and Section 62 of the Co.mpanies Act, 2013 read with applicable rules to it and Chapter V of SEBI ICDR Regulations to issue and allot the below-mentioned securities to "Mis. Edelweiss Asset Reconstruction Company Ltd. (EARC) as a Trustee of EARC Trust SC 145" being an entity belongirg to Non-Promoter Group category on preferential basis (hereinafter referred to as "Preferential Issue of Shares"}, at a price of Rs. 13.18/- per equity share (inclusive of premium of Rs. 3.181- per equity share), calculated as per Regulation 165 of the SEBI ICDR Regulations, pursuant to Restructuring of Debt on such terms and conditions and in such manner as may be mutually agreed between EARC and the Board of Directors of the Company:

• Upto 12.50,000 equity shares of Rs.10/- each;

The said proposal has been considered and approved by the Board on 22nc1 October, 2019.

The present resolution is proposed to be passed in order to enable the Board of Directors to make the Preferential Issue to Non- Promoters of the Company.

It may be noted that as per Sectjon 42 read wjth rule 14 of the Companies <Prospectus and Allotment of Securities) Rules, 2014. Section 62 read with rule 13 of the Companies Rules. 2014 of the Comoanles Act. 2013 and Reaulat!on 163 of Chapter Y of the SEBI !CDR Reaulatlons. it Is necessarv to disclose the detal!s of allottee and certajn other matters to the shareholders of the Company, while seeking their approval for Issuing the eau!tv shares on preferential buts. Hence. the relevant disclosuresldetal!s are given b!low:

1. OBJECTS OF THE PREFERENTIAL ISSUE:

The Board in its meeting held on 22"d October, 2019, subject to the approval of shareholders, propose to issue equity shares to the Allottee pursuant to Restructuring of Debt on such terms and conditions and in S\lch manner as may be mutually agreed, to reduce the overall debt of the Company so that the Company is able to run its operations viably.

Hence the Board recommends the preferential issue of the Equity shares to the EARC (allottee).

MAXIMUM NUMBER OF SHARES AND PRICING OF PREFERENTIAL ISSUE:

It is proposed to issue and allot in aggregate and upto 12,50,000 (Twelve Lakhs Fifty Thousand) Equity Shares at a price of Rs. 13.18/- per equity share (inclusive of premium of Rs. 3.113/- per equity share), calculated as per Regulation 165 of the SEBI ICDR Regulations, pursuant to Restructuring of Debt on such terms and conditions and in such manner as may be mutually agreed to the Proposed Allottee i.e. EARC.

3. PRICING OF TtjE EQUITY SHARES:

The Company Is listed on SSE Limited and National Stock Exchange of India Limited and the equity shares of the Company are infrequently traded In accordance with Regulation 164 (5) of the SEBI ICDR Regulations. Hence in accordance with Regulation 165 of the SEBI ICDR Regulations a valuation report dated 22nc1 October, 2019 has been obtained from an independent registered valuer. The valuation is based on valuation parameters such as book value, comparable trading multiples, and such other parameters as are customary for valuations.

4. BASIS ON WHICH me PRICE HAS BEEN ARRIVED AT ALONG V\llTH REPORT OF THE REGISTERED VALUER:

As per report of the Registered Valuer Mr. Prashant Jain, the value of the equity shares has been arrived at Rs.13.181- per equity share. Hence, the shares are being issued at Rs.13.18/- per equity share.

5.		NAME AND ADDRESS OF VALUER WHO PERFORMED VALUATION;
	Name	: Mr. Prashant Jain
	Address	: A-501, Shanti Heights, Plot no, 2,3,98110, Sector 11, Koparkharine.,Navi Mumbai, Maharashtra - 400709
	!BBi Reg. No.	: IBBURV/06/2018/10138

6. AMOUNT WHICH THE COMPANY INTENDS TO RAISE BY WAY OF SUCH SECURITIES:

Not Applicable since preferential issue is other than cash basis.

7. MATERIAL TERMS OF RAISING SUCH SECURITIES:

Material terms cl issue of equity shares - As specifically enumerated in the resolution

8. PRINCIPAL TERMS OF ASSETS CHARGED:

Not applicable

9. RELEVANT DATE:

The "Relevant Date• in accordance with SEBI ICDR Regulations would be 30111 October, 2019, the date 30 days prior to the date of this Postal Ballot shall be considered as the Relevant Date for the purpose of above mentioned issue of Equity Shares. ·

10. THE SHAREHOLDING PATTERN OF THE COMPANY BEFORE THE PROPOSED ISSUE AND AFTER THE PROPOSED ISSUE OF EQUITY SHARES IS AS FOLLOWS:

Shareholders Category	Pre Issue{As on 18th October2019l		AllotmentofEquityShares	Post Issue*
	Number ofsharesheld	%	No.shares	of Numbershares held	of %
A. PROMOTERS AND PROMOTER GROUP HOLDING
Indian:
Individual	-		-	-	-
Body Corporate		-
~art Chemicals (!Ddia) Pvt. Ltd.	1,00,05,561	42.18-	-	1,00,05,561	40.07
Foreign:
Kingsbury Investment Inc.	30,24,000	12.75	-	30,24,000	12.11
Total Shareholding of Promoterand Promoter Group (A)	1,30,29,561	54.93		1,30,29,581	52.18
B. NON-PROMOTER HOLDING
a. Institutions
(I)Mutual Fund	66	0.00	-	66	0.00
(ii)Financialinstitutions/bank	3,473	0.01	-	3,473	0.01
(iii)Insurance Companies	5,32,399	2.24	-	5,32,399	2.13
Sub Total (a)	5,35,938	2.26	-	-S.35,938	2.15
b. Non-Institutional (Others)
(i)OthersincludingNRls/OCBs	27,02,435	11.39	-	27,02,435	10.82
._®Cl~ring Me!:!1bers	30,464	0.13	-	30,464	0.12
AssetM/s.EdelweissReconstruction CompanyLtd. (EARC) as a Trusteeof EARC Trust SC 145 .	5,00,000	2.11	12,50,000	17,50,000	7.01
(iii)Individual -(i) Individual ShareholderholdingnominalshareRs.capitalupto2,00,000	51,75,193	21 .82	-	51,75, 193	20.73
(ii) Individual Shareholderholdingnominalsharecapital in excess of Rs.2,00,000.	17,46,526	7.36	-	17,46,526	6.99
Sub Total (b)	1,01,54,618	42.81	-	1,1 4,04,618	45.67
Total Public Shareholdlng (B)	1,06,90,556	45.07	-	1, 19,40,556	47.82 -~
TOTAL - (A+ Bl	2,37,20,117	100.00	-	2.49.70,11~ r-~~

11. INTENTION OF THE PROMOTERS I DIRECTORS I KEY MANAGEMENT PERSONS TO SUBSCRIBE TO THE OFFER:

The present Preferential Issue is not being made to the Promoters, Directors or Key Management Personnel of the Company and None of the promoters, directors or Key Managerial Personnel intends to subscribe to the proposed preferential offer. ·

12. TIME FRAME I PROPOSED TIME WITHIN WHICH ALLOTME.NT OF PREFERENTIAL ISSUE WILL BE COMPLETED:

As required under Regulation 163 of the SEBI ICDR Regulations, the Company will complete the allotment of Equity Shares within a period of Fifteen (15) days from the date of passing of the Special Resolution by the Members or where the al!otment on preferential basis requires any approval by any Regulatory Authorities or Central Government, the allotment of shares will be completed within a period of Fifteen (15) days from the date of such approval.

13. CHANGE IN CONTROL, IF ANY, IN THE COMPANY THAT WOULD OCCUR CONSEQUENT TO THE PREFERENTIAL OFFER:

There shall be no change in the management or control of the Company pursuant to the aforesaid issue and allotment of Equity Shares. The e»sting Promoters of the Company will continue to be in control of the Company and there will not be any change in the management I control of the Company as a result of the proposed preferential allotment. As a result of this preferential allotment, there shall be no changes in the Board cA Directors of the Company.

14. NO. 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:

During the period from 1st April, 2019 till date of notice of this Postal Ballot. the Company has not made any preferential allotment

15. VALUATION FOR CONSIDERATION OTHER THAN CASH:

The Company has obtain the Valuation report dated 22!'4 October, 2019 by Mr. Prashant Jain baring 1881 Reg. No. IBBl/RV/06/2018110138, the registered valuer as per the provisions of SEBI ICDR Regulations and Companies Act 2013. ·

16. THE JUSTIFICATION FOR THE ALLOTMENT PROPOSED TO BE MADE FOR CONSIDERATION OTHER THAN CASH TOGETHER WITH VALUATION REPORT OF THE REGISTERED VALUER:

This is not applicable in the present case since the Company being a listed Company, the pricing is in term of Regulation 165 of SEBI ICDR Regulations. Further, the proposed allotment of equity shares is pursuant to Restructuring of Debt to the proposed allottee i.e. to EARC.

17. LOCK-IN PERIOD:

The equity shares to be issued on preferential basis to the Non- Promoter Group shall be subject to a lock-in for such period as specified under Chapter V of SEBI ICDR Regulations, as amended from time to time. Further, pursuant to Regulation 167(6) of the SEBI ICDR Regulations, the entire pre-preferential shareholding of the allottee, if any, shall be locked-in from the Relevant Date up to a period cA six month from the date cA trading approval granted by the Stock Exchanges.

18. LISTING:

The Company will make an application to the Stock Exchanges at which the existing shares are already listed, for listing of the equity shares being issued pursuant to Restructuring cA Debt. Such Equity Shares, once allotted, shall rank pari-passu with the e>Cisting equity shares of the Company in all respects, including dividend.

19. AUDITORS' CERTIFICATE:

20. UNDERTAKING TO RE.COMPUTE TliE PRICE, IF REQUIRED:

The Company hereby undertakes that it shall re-compute the price of the Equity Shares in tenns of the provisions of the SEBI ICDR Regulations. In case It is required to do so.

UNDERTAKING TO PUT EQUITY SHARES UNDER LOCK-IN TILL 'THE RE-COMPUTED PRICE IS PAID, IF REQUIRED:

Not Applicable.

1. OTHER DISCLOSURES I UNDERTAKINGS:
- i. It is hereby confirmed that neither the Company nor its Directors and to the Company's Knowledge any of its Promoters is a wilful defaulter.
- ii. The Proposed Allottee has not sold any equity shares during the six months preceding the Relevant Date.
1. IDENTITY OF PROPOSED ALLOTTEE (INCLUDING NATURAL PERSONS VllHO ARE THE UL TlMA TE BENEFICIAL OWNERS OF EQUITY SHARES PROPOSED TO BE ALLOTTED AND/OR WHO UL TlMA TEL Y CONTROL), THE PERCENTAGE (%) OF POST PREFERENTIAL ISSUE CAPITAL THAT MAY BE HELD BY THEM AND CHANGE IN CONTROL, IF ANY, CONSEQUENT TO THE PREFERENTIAL ISSUE:

Sr.No.	IName of theProposedAllottee	Cat9g0ry	UltlmateBeneflclalOwner/a	j Pra-luueno. ofEquityShares/PntfentntlalShares	(%) of Pre- I NumberprefwentlaIIssueCapita I	of EquitySharesallotted	Post-Issueno. ofEquityShares /Prwfenmtlal . IssueShares .	(%)ofPostPreferen-ti alCapita I
1	Mis.EdelweissAssetReconstructionCompany Ltd.(EARC) as aTrusteeofEARCTrust SC 145	Non-Promoter	Mis.EdelweissFlnancialServicesLinited(EFSLwhich Is alistedcompany)	5,00,000	2.11%-	12,50,000	17,50,000.	7.01%

The Beneficial Owner in case of Edelweiss Asset Reconstruction Company Ltd. (EARC) as a Trustee of EARC Trust SC 145 is M/s. Edelweiss Financial Services Limited (EFSL) which is a listed company and hence no further disclosure if required.

As it is proposed to issue Equity Shares on Preferential basis pursuant to Restructuring of Debt , Special Resolution at Item No. 1 is required to be approved by the Members pursuant to the Provisions of Section 42 and Section 62 d the Companies Act, 2013 and Chapter V of the SEBI ICDR Regulations as amended.

None of the Directors, Key Managerial Personnel & their Relatives are in any way, concerned or interested financially or otherwise In the said resolution.

In view of above, you are requested to grant your consent to the passing of Special Resolution contained in Item No. 1 as set out in Postal Ballot Notice dated 22nd October, 2019.

Registered Office:

BSEL Tech Park, B ·Wing, 1011 Floor, Sector 30-A, V88hi, Navf Mumbai - 400 703. Tel.: 91 22 67942222 Fax: 91 22 67942111/333 Email: [email protected] Website: www.wanbuty.com CIN: L51900MH1988PLC048455

Navf Mumbai, ~ October, 2019

$\widetilde{\mathcal{G}}$

INSTRUCTIONS FOR VOTING IN PHYSICAL POSTAL BALLOT FORM:

1. A Member desiring to exercise vote by Postal Ballot may complete this Postal Ballot Form and send it to the Scrutinizer in the enclosed postage pre-paid self-addressed envelope. Postage will be borne and paid by the Company. Envelopes containing Postal Band form. if deposited in person or sent by courier or any other mode at the expense of the Member(s) will also be accepted.
1. Postal Ballot Fonn should be completed and signed by the Member as per the specimen signature regis1ered with the Company/ Registrar and Share Transfer Agent or Depository Participants. in respect d shares held in physical form or demateriaized form respectively. In case of joint holding, this Form should be completed and signed by the first named Member and In his I her absence, by the next named Member.
1. In case cl shares held by companies, trusts, societies, etc. the duly completed Postal Balot form should be accompcwiied by a certJfied true CC4>Y d Board Resolution/authorization giving requisite authority to the person voting on the Postal Balot Form together with duly attested specimen signature (s) c:I the authorised signatories. Where the form has been signed by a representative c:I tie President of India or d the GOYemor d a State, a certified copy of the nomination should accompany the Postal Ballot Form.
1. The consent must be accorded by recording the assent in the Column 'FOR' and dissent in the column 'AGAINSr by placing a tide mark ( ) in the appropriate column.
1. The Postal Ballot Form shall be considered invalid, if:
- a) A form other than one issued by the Company has been used;
- b) It has not been signed by or on behalf of the Member,
- c) Signature on the Postal Ballot Form does not match with the specimen signature registered with the Company/Registrar and Share Transfer Agent:
  - d) It is not possible to determine without any doubt the assent ex dissent d the Members;
  - e) Neither assent nor dissent is mentioned;
  - f) Any ccxnpetent authority has given directions in writ.ing to the Company to freeze the Voting Rights d the Member(s);
  - g) The envelope containing the Postal Ballot Form is received after 29 .. November, 2019 (i.e. 05:00 P.M.);
- h) The Postal Ballot form, signed in a representative capacity, is not accompanied by a certified copy of the Board Resolution/the relevant specific authority,
- i) It is unsigned, incomplete or Incorrect.
1. The self-addressed Business Reply Envelope bears the name and postal address of the Scrutinizer appointed by the Company.
1. The Postal BaUot Fcxm duly completed and signed should be forwarded to the Scrutinizer i.e. Ms. Kae Agarwal, Practicing Com pan~ Secretary (C.P. No. 5356), appointed by the Company so as to reach her not later than the close of working hours on or before 29 November, 2019 (i.e 05:00 P.M.) at the Company's Registered Office at BSEL Tech Park, B-Wing, 101 h Flocx, Sectcx 30-A, Opp. Vashi Railway Station, Vashi, Navl Mumbai - 400 703. Postal Ballot Forms received after this date wiU be strictly treated as if the reply from such Member(s) has not been received
8 A Member can apply for duplicate Postal Ballot Form through an email at 11tendra.gandhi@wanburv,com rf so required. HoNever, the duly filled in duplicate Postal Ballot Form should reach the Scrutinizer not later than the close of wcx!Qng hours on or befae 29" November, 2019 (i.e. 05:00 P.M.). Fcx any clarificalion(s), please write to Company's Registrar and Share Transfer Agent- Mis. Sharex Dynamic (India) Private limited, C - 101 , 247 Park, l B S Marg,Vikhroli West, Mumbal - 400 083. Tel: 022 28515606/5644 Email Id [email protected] .
1. The right or voting by Postal Ballot shall not be exercised by proxy.
1. Members are requested to fill the Postal Ballot Form in indelible ink (and avoid filling it by using erasable writing medlt.ms like pencil)
1. Voting rights shall be reckoned on the paid up valued the shares registered in the name(s) of the Member(s) on the cut-off date i.e. 18" October, 2019
1. Members are requested not to send any other paper along with the Postal Ballot Form in the enclosed self-addressed prepaid envelope. If any extraneous paper 1s found, the same will be destroyed by the Scrutinizer
1. There will be one Postal Ballot Form for every Folio/Client ID, irrespective of the number d Joint holders.
14 The Scrutinizer's decision on the validity of Postal Ballot shal be final.
1. The Company is pleased to offer a-voting facility as an alternative, for all the Members of the Company to enable them to cast their votes electronically instead c:I dispatching Postal Ballot Form. E-voting is optlonal. The detailed procedure of evoting Is enumerated in the Notes to the Postal Ballot Notice. Klndly note that the Members can opt ONLY ONE MOOE OF VOTING, I.e. either by Physical Ballot ex Evoting. If you are opting for &-voting, then do not vote by Physical Ballot and vice versa. However, In case Members cast their vote by Physical Ballot and E-voting both, then vote cast through e-voting will be treated as valid.
16 The results of the Postal Ballot will be declared at the Registered Office c:I the Company as specified in the Postal Ballot Notice. The same will be displayed on the Company's website at www.wanburv.com for Informal.ion of the Members, besides being canmunicatecl to the Stock Exchange(s) on which the shares d the Company are listed.

WANBURY LIMITED

ON: L51900MH1988PLC048455

Regd. Office: BSEL Tech Park, B-Wing, 1Qth Floor, Sector 30-A, Opp. Vashi Railway Station, Vashi, Navi

Mumbai -400 703.

Tel.: 91 22 67942222, Fax: 91 22 67942111/333, Email: [email protected] Website: WW\:,wanbury.com

POST AL BALLOT FORM

Serial No. __ _

1. Name of the Mcmbcr(s) mcluding jointholders, if an)
1. Registered address of the sole/first named Member
1. Registered Folio No. /DP ID No. & Client ID No. (Applicable to the Members holding shares in dematerialised form )
1. No. of shares held

I/We hereby exercise my/our vote in respect of the Resolution/s to be passed by way of postal ballot/e-voting for the business stated in the notice of the Company by recording my/our assent or dissent to the said resolutions by placing tick (v') mark at the appropriate box below:

ItemNo.	Description of Resolution	No. of sharesheldwhichcast	forvote	J/We assentto theResolution(FOR)	I/Wedissent totheResolution(AGAINsn
1.	Special Resolution to consider and approvethe issue and a llotment of 12,50,000 equitytoM/s.sharesonpreferentialbasisEdelweiss Asset Reconstruction CompanyLimited (EARC) as a trustee of EARC TrustSC 145 as a part of restructuring of the debtns per SEBI ICDR Regulation as amendedfrom time to time.

Place. ____ _

Date:

(Signature of the Member) (As per specimen signature registered with the Company)

Note: Please read carefully the instructions printed overleaf before exercising the vote.

		----------------------------------	E-Voting Particulars	·-----------------
(ElectronicNumber)	EVSNVoting	Sequence	USER ID	PASSWORD

Note:

Please read the instructions printed overleaf carefully before exercising your vote. Facility to exercise vote(s) by means of Postal Ballot. including voting through ~voting will be available dunng the following period·

r--=---Commencement of votin
	, 29th November 2019

Last day for the receipt of Postal Ballot Forms by Scl\Jlinizer is 29th November. 2019
The voting will not be allowed beyond 5.00 p.m. (IST) on Friday 29th November 2019 and the e-voting shall be disabled Dynamic India Pnvate Limited (Sharex) upon expiry of the aforesaid date and time

AI assistant

Wanbury Limited Proxy Solicitation & Information Statement 2019

60248_rns_2019-10-30_5a1c0d3b-5c8c-48e0-817e-871389c017a4.pdf

Sub.: Intimation of Disp atch of Postal Ballot Notice

WANBURY LIMITED