Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

W.S. Industries (India) Ltd. Proxy Solicitation & Information Statement 2018

Oct 8, 2018

60222_rns_2018-10-08_99ddfa88-101d-4bd5-b722-dde29d771b57.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

8lh October, 2018.

Phiroze Jeejeebhoy Towers, 25th Floor, Regd. Office: "Exchange Plaza" Dalal Street, Mumbai —400 001. Bandra (East), Mumbai —400 051. Scrip Code: 504220. Symbol: WSI

M/5.Bombay Stock Exchange Ltd. M/sNational Stock Exchange ofIndia Ltd

Dear Sir,

Sub: Intimation of Dispatch of Postal Ballot Notice and newspaper advertisement.

We write to inform that the company has completed the dispatch of Postal Ballot Notice along with Postal Ballot form on 25'h September 2018 to the members of the company whose names appears in the Register of Members/List of Beneficiai Owners as on 18'h September, 2018'I 6 cut- offdate

We have also made the newspaper advertisement for the Notice of Postal Ballot in Business Standard and Matai Sudar on 26th September. 2018.

The Postal Ballot Notice and Postal Ballot form is uploaded on the website of the company i.e. www.wsindustriesinzKYC-

E-voting has commenced from 26—09—2018 for the above said Postal Ballot.

This is foryour kind information and records.

Thanking you,

Yours Faithfully For NDUSTRIES (INDIA) LIMITED,

.. x

B.SW MINATHAN CHIEF FINANCIAL OFFICER Encl: 1. Postal Ballot Notice and Form 2. Newspaper Advertisement.

W" W.S. Industries (India) Ltd.

108, Mount Poonamallee Road, Porux, Chennai - 600 116. India Tel : (91) - 44- 66500811 CIN : L29142TN1961PLC004568 Dept. Tc! : (91) ~ 44 - 66500784 Dept E—mail : accounm@wsms\flammoom Dept. Fax : (91) - 44 - 66500882 Website : wwwwsinsulztomcom

W.S. INDUSTRIES (INDIA) LIMITED

CIN: L29142TN1961PLC004568

Registered Office : 108, Mount Poonamallee Road, Porur, Chennai - 600 116. Email ID :[email protected] website:www.wsindustries.in/KYC

(Pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014

Dear Member(s),

Notice is hereby given pursuant to Section 110 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 (including any statutory modification or re-enactment(s) thereof for the time being in force) and pursuant to other applicable laws and regulations, that the resolutions appended below be passed by the Members through Postal Ballot / electronic voting. The Explanatory Statement pertaining to the aforesaid resolutions setting out the material facts and the reasons thereof are annexed hereto with a Postal Ballot form for your consideration.

The Board of Directors has appointed Mrs. Lakshmmi Subramanian, Partner, M/s. Lakshmmi Subramanian & Associates, Practising Company Secretaries, as the Scrutinizer for conducting the Postal Ballot process (including e-voting) in a fair and transparent manner.

Members desiring to exercise their vote by postal ballot are requested to carefully read the instructions printed on the Postal Ballot Form sent herewith and return the Form duly completed, in the attached self addressed postage prepaid envelope, so as to reach the Scrutinizeron or before the close of working hours i.e. 5.00 pm on 25th October2018.

The Company also provides e-voting facility to the Shareholders for transacting the business pertaining to the above said Postal Ballot. Members holding shares either in physical form or in dematerialized form, as on the cut-off date 18th September2018, may cast their vote electronically on the business(es) as set out in the Notice of the Postal Ballot through electronic voting system of National Securities Depository Limited (NSDL). If a shareholder has voted by electronic means, he is not required to send the physical ballot form to the Company.

The Scrutinizer will submit her report to the Director of the Company after completion of scrutiny of the Postal ballot (including e-voting). The result of the Postal Ballot will be announced on 29th October 2018. The result of the Postal Ballot will also be displayed in the web-site of the Company www.wsindustries.in/KYC besides being communicated to National Stock Exchange of India Limited and Bombay Stock Exchange Limited.

PROPOSED RESOLUTIONS:

1. Sale [Transfer Of The lmmovable Property (Along With Superstructures, If Any) Of The Company Or Part(S) Thereof Admeasuring An Extent Of 16.40 Acres Of Land.

To consider and it thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 180(1)(a), Section 110 and all other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof) read with the Companies (Management and Administration) Rules, 2014 and other applicable rules thereunder (collectively, the "Act"), and in accordance with the relevant provisions of the Memorandum and Articles of Association of the Company, the terms of the settlement agreements and the financing facility documents referred to in the disclosure made by the Company to the stock exchanges on April 15, 2018, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including the Listing Agreement entered into by the Company with BSE Limited and the National Stock Exchange of India Limited and subject to requisite regulatoryapprovals, if any, required for transfer/ sale of the lmmovable Property1 (as defined below), being obtained, the consent of the Members be and is hereby accorded by way of special resolution (in addition, and without prejudice, to the special resolution passed under Section 180(1)(a) of the Act by the Members on May 30, 2018) to the Board of Directors of the Company (hereinafter referred to as "Board", which term shall include

a Committee thereof authorised for the purpose by the Board of Directors) for selling and/or transferring and/or disposing off or otherwise dealing with the immovable property/ undertaking comprising an extent of 1 6.40 acres of land forming part of Door No. 108, Mount Poonamallee Road, Porur, Chennai — 600 116, at PorurVillage, Maduravoyal Taluk, Thiruvallur District, along with superstructures thereon, if any, and comprised in the following survey numbers (collectively referred to as "lmmovable Property1"):

Committee
a
purpose
Board
by
and/or
and/or
authorised
for the
thereof
the
of
Directors)
transferring
for selling
immovable
an
comprising
acres
disposing
otherwise
dealing
property/
undertaking
1 6.40
the
extent
land
off or
with
of
of
District, along
Thiruvallur
superstructures
thereon,
and
comprised
if any,
numbers
survey
following

600
Door
Mount
Poonamallee
Chennai
Road,
Maduravoyal
forming
No.
108,
116,
PorurVillage,
part
Porur,
Taluk,
of
at
in the
with
No. Survey
Nos.
Area
(in Hectares)
Area
(in Acres-Cents)
"lmmovable
as
Property1"):
referred
(collectively
to
1.
2.
25/2
25/4A1
0.60.00
0.58.50
1.48
1.45
3. 25/4C2 0.34.50 0.85
5. 25/4E1 0.11.00 0.26
25/4D1
0.08.50
0.21
4.
7. 25/4G1 0.24.50 0.61
25/4F
1.24.50
3.08
6.
8. 0.43.50 1.07
25/4G3 10. 25/5A 1.59.00 3.93
25/4H3A
0.32.00
0.79
9.
11. Total 6.64.00 16.40
25/5B
1.08.00
2.67

with clear and marketable title to W.S. T&D Limited ("WSTD"), a wholly owned subsidiary of the Company, for a consideration of INR 316,00,00,000 (Rupees Three Hundred and Sixteen Crores only), to be discharged by WSTD in any manner determined by the Board including by paying monetary consideration (in full or in part) and/or by taking over the whole or a portion of the loan amount due by the Company (which is secured by a mortgage on the lmmovable Property 1) and on such other terms and conditions, as the Board may in its absolute discretion deem fit."

"RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things including but not limited to deciding the time of such disposal/carve out, other incidental and ancillary activities thereto, determining such other terms and conditions relevant to the transfer, negotiating and finalising the terms of and executing and if required to register (and to do all acts necessary to register) the agreement to sell, sale deed, asset purchase agreement(s)/ business transfer agreement(s), by whatever name called, such other agreements, deeds, documents, indemnities, contracts, declarations, undertakings, forms, and such other papers as may be necessary, desirable and expedient to be agreed, signed and executed, to determine the consideration, to make all such filings and applications for the statutory/regulatory and other approvals as may be required in the matter of such sale and/or transfer and/or disposal and to complete the aforesaid transaction."

"RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred, to any Committee of Directors or any one or more Directors of the Company with power to delegate to any Officers of the Company to do all such acts, deeds and things, to execute all such documents, instruments and writings as may be required to give effect to this Resolution."

2. Sale / Transfer Of lmmovable Property (Along With Superstructures, If Any) Of The Company Or Part(S) Thereof Admeasuring An Extent Of 13.71 Acres Of Land.

To consider and it thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 180(1)(a) and Section 1 10 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof) read with the Companies (Management and Administration) Rules, 2014 and other applicable rules thereunder (collectively, the "Act"), and in accordance with the relevant provisions of the Memorandum and Articles of Association of the Company and the terms of the settlement agreements and the financing facility documents referred to in the disclosure made by the Company to the stock exchanges on April 15, 2018, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including the Listing Agreement entered into by the Company with BSE Limited and the National Stock Exchange of India Limited and subject to requisite regulatory approvals, if any, required for transfer/ sale of the lmmovable Property 2 (as defined below), being obtained, and further subject to there being no order restricting such transfer/sale in Civil Appeal bearing C.A. No. 1319 of 2017 currently pending adjudication before the Hon'ble Supreme Court of India, the consent of the Members be and is hereby accorded by way of special resolution (in addition, and without prejudice, to the

special resolution passed under Section 180(1 )(a) of the Act by the Members on May 30, 2018) tothe Board of Directors of the Company (hereinafter referred to as "Board', which term shall include a Committee thereof authorised for the purpose by the Board of Directors) for selling and/or transferring and/or disposing off or otherwise dealing with the immovable property/ undertaking comprising an extent of 13.71 acres of land forming part of Door No. 108, Mount Poonamallee Road, Porur, Chennai — 600 116, at Porur Village, Maduravoyal Taluk, Thiruvallur District along with superstructures thereon, if any, and comprised in the following survey numbers (collectively referred to as "lmmovable Property 2"), in one or more tranches:

No. Survey
Nos.
Extent
(Acres-Cents)
1. and
70/1A2)
(earlier70/1A1
70/1
5.16
2. 70/2 0.60
3. 73/2 2.27
4. 77 5.68
Total 13.71

with clear and marketable title to W.S. T&D Limited ("WSTD"), a wholly owned subsidiary of the Company or to any other wholly owned subsidiary of the Company (including an existing wholly owned subsidiary or which may be acquired or incorporated in the future by the Company ) whose accounts have been consolidated with the Company and placed before the shareholders for approval, for a consideration of INR 264,00,00,000 (Rupees Two hundred and sixty four crores only) (and where the total extent of 13.71 acres reduces for any reason, the consideration will also reduce prorata, to such extent), to be discharged by WSTD or by such wholly owned subsidiary in any manner determined by the Board including by paying monetary consideration (in full or in part) and/or by taking over the whole or a portion of the loan amount due by Company and on such other terms and conditions as the Board may in its absolute discretion deem fit.

"RESOLVED FURTHERTHAT in case the lmmovable Property 2 is transferred or conveyed in more than one tranche, the consideration for each tranche will be proportionate to the area conveyed in such tranche."

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things including but not limited to deciding the time of such disposal/carve out, other incidental and ancillary activities thereto, determining such other terms and conditions relevant to the transfer, negotiating and finalising the terms of and executing and if required to register (and to do all acts necessary to register) the agreement to sell, sale deed, asset purchase agreement(s)/ business transfer agreement(s), by whatever name called, such other agreements, deeds, documents, indemnities, contracts, declarations, undertakings, forms, and such other papers as may be necessary, desirable and expedient to be agreed, signed and executed, to determine the consideration, to make all such filings and applications for the statutory/regulatory and other approvals as may be required in the matter of such sale and/or transfer and/or disposal and to complete the aforesaid transaction.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred, to any Committee of Directors or any one or more Directors of the Company with power to delegate to any Officers of the Company to do all such acts, deeds and things, to execute all such documents, instruments and writings as may be required to give effect to this Resolution."

3. Approval for Increase in Authorised Share Capital of the Company and the Consequent Amendment to the Memorandum of Association of the Company.

A. To consider and it thought fit, to pass the following Resolution, with or without modification as an Ordinary Resolution:

"RESOLVEDTHAT pursuant to the provisions of Sections 4, 13, 61 and 64 of the Companies Act, 2013, including any statutory modification(s) thereto or re-enactment(s) thereof, for the time being in force, read with the Companies (Share Capital and Debentures) Rules, 2014 and such other applicable provisions, if any, as per the powers vested by the enabling provision of the Articles of Association of the Company, consent is hereby accorded to increase the Authorised Share Capital of the Company FROM the present Rs.50,00,00,000 (Rupees fifty crore) divided into 3,50,00,000 (three crores fifty lakhs) equity shares of the face value of Rs.10/- (Rupeesten) each and 15,00,000 (fifteen lakhs) cumulative redeemable preference shares of the face value of Rs.100/— (Rupees one hundred) each TO Rs.65,00,00,000 (Rupees sixty five crores) divided into 5,00,00,000 (five crore) equity shares of the face value of Rs.10/- (Rupees ten) each and 15,00,000 (fifteen lakhs) cumulative redeemable preference shares of the face value of Rs.100/— (Rupees one hundred) each and that Clause V of the Memorandum of Association be altered accordingly;

RESOLVED FURTHERTHAT the Board of Directors of the Company, be and is hereby authorised to take all such acts, sign all such documents and comply with all formalities and procedures required to be complied with in relation to the alteration of the Authorised Share Capital of the Company, including filing of the necessary e-forms with the Registrar of Companies."

B. To consider and, it thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 4 and 13 of the Companies Act, 2013, including any statutory modification(s) thereto or re-enactment(s) thereof for the time being in force, read with the Companies (Incorporation) Rules, 2014 and such other applicable provisions, if any, the Clause V of the Memorandum of Association of the Company be and is hereby replaced by inserting the following clause under Clause V, as under:

"M The Share Capital of the Company is Fls. 65,00,00,000 (Rupees sixty five crores only) comprising of 5, 00, 00, 000 (five crore) Equity Shares of the face value of Fls. 10/— (Rupees ten) each; constituting the Equity Share Capital ofthe Companyand 15, 00, 000 (fifteen lakhs) Cumulative Redeemable Preference Shares of the face value of Rs. 100/— (Rupees one hundred) each constituting the Cumulative Preference Share Capital of the Company."

RESOLVED FURTHER THAT the Board of Directors of the Company, be and is hereby authorised to take all such acts, sign all such documents and comply with all formalities and procedures required to be complied with in relation to the alteration of the Memorandum of Association of the Company, including filing of the necessary e-forms with the Registrar of Companies."

4. Approval for Incorporation of one or more subsidiary (ies) (as wholly owned subsidiaries) of the company and Investments by the Company.

To consider and, it thought fit, to pass with or without modification, the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 186 and all other applicable provisions, if any, of the Companies Act, 2013 (the "Act"), and the Companies (Meetings of Board and its Powers) Rules, 2014 including any statutory modifications or re-enactment thereof for the time being in force and rules made thereunder and subject to such other requisite approvals, if any, as may be required in that behalf, the consent of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as 'Board' which term shall be deemed to include any Committee which the Board may have constituted or may hereinafter constitute to exercise its powers including the powers conferred by this Resolution) to acquire by way of subscription, purchase or otherwise the securities of any body corporate (whether existing or to be formed) (including any subsidiary company(ies)), joint venture(s) etc. in excess of the limits prescribed under Section 186 of the Act up to an aggregate sum of [Rs 10 Crores (Rupees Ten Crores Only)], notwithstanding that the aggregate of loans and investments so far made, the amounts for which guarantee or security so far provided, along with the investments, loans, guarantee or security proposed to be made or given by the Board may exceed 60% of its paid-up share capital, free reserves and securities premium accountor 100% of its free reserves and securities premium account, whichever is more;

RESOLVED FURTHER THAT the Board be and is hereby authorised to negotiate the terms and conditions of the above said investments, as it deems fit and in the best interest of the Company and take all such steps as may be necessary to complete the same;

RESOLVED FURTHER THAT the Board, be and is hereby authorised to take all such acts, sign all such documents and comply with all formalities and procedures required to be complied with in this regard, including filing of the necessary e-forms with the Registrar of Companies."

Date : 17th September 2018 By order of the Board

Place: Chennai ForW.S. Industries (India) Limited

B.Swaminathan Chief Financial Officer and Compliance Officer

Annexure to Notice - Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 read with Section 110 of the Companies Act,2013

ITEM NO.1

Statement
pursuant
- Explanatory
Companies
Act,2013
Section
the
to
102(1)
of
Companies
2013
read
with
Act,
immovable
admeasuring
property
600
Chennai
Porur,
1 16,
at
an
16.40
acres
extent
of
of
Maduravoyal
PorurVillage,
Taluk,
Door
land
forming
No.
part
108,
of
District, along
Thiruvallur
with
and
comprised
in the
following
Survey
Nos.
numbers:
survey
Area
(in Hectares)
Area
(in Acres-Cents)
25/2 0.60.00 1.48
25/4A1
25/4C2
0.58.50
0.34.50
1.45
0.85
25/4D1 0.08.50 0.21
25/4E1
25/4F
0.11.00
1.24.50
0.26
3.08
25/4G1 0.24.50 0.61
25/4G3
25/4H3A
0.43.50
0.32.00
1.07
0.79
25/5A
25/5B
1.59.00
1.08.00
3.93
2.67
Total 6.64.00 16.40
above
mentioned
sell the
to transfer/
immovable
property
its wholly
to
W.S.T&D
owned
subsidiary,
INR
about
316,00,00,000
of
Members
has
informed
also
the
two
thousand
lakhs
eight
sixty
sixty
Company
may
The
obtain
property.
The
payable
consideration
property.
Board
by
paying
including
Company
amount
due
by
loan
the
16.40
Acres.
(Rupees
Hundred
and
Three
INR
it has
a
obtained
loan
that
of
and
hundred
eight
fifty five only)
on
loans
the
basis
further
T&D
Company
by
W.S.
the
to
monetary
consideration
(in full or
mortgage
which
is secured
by
a
Crores
Sixteen
only). In this
(Rupees
Three
301
,62,68,855
above
by
mortgaging
the
mortgage
above
the
the
of
of
Ltd. is to be
in any
discharged
by
and/or
over
the
taking
in part)
immovable
on
the
aforesaid
above
passing
the
of
resolution
Managerial
Personnel
or
their
immovable
admeasuring
property
Company
Members
by
the
the
of
are
interested
in the
relatives
an
acres
extent
13.71
of
of
above
Resolution.
Door
forming
No.
land
part
108,
of

Chennai
600
Porur,
1 16,
at
Maduravoyal
PorurVillage,
Taluk,
District, along
with
Thiruvallur
and
comprised
in the
following
Survey
numbers:
survey
Nos.
Extent
(Acres-Cents)
(earlier70/1A1
70/1
and
70/1A2)
5.16
70/2
73/2
0.60
2.27

ITEM No.2

No. Survey
Nos.
Extent
(Acres-Cents)
1. and
70/1A2)
(earlier70/1A1
70/1
5.16
2. 70/2 0.60
3. 73/2 2.27
4. 77 5.68
Total 13.71

The Company proposes to transfer/ sell the abovementioned immovable property to W.S. T&D Limited, its wholly owned subsidiary or to any other wholly owned subsidiary of the Company, whether existing or proposed to be acquired or incorporated by the Company, and whose accounts have been consolidated with the Company and placed before the shareholders for their approval, for an aggregate consideration of about INR 264,00,00,000 (Rupees two hundred and sixtyfourcrores only), to be discharged by W.S.T&D Limited orsuch wholly owned subsidiary in any manner determined by the Board including by paying monetary consideration (in full or in part) and/or by taking over the whole or a portion of the loan amount due by Company.

The Board recommends the passing of the above resolution by the Members of the Company

None of the Directors, Key Managerial Personnel or their relatives are interested in the above Resolution.

ITEM No.3

Your Company has already made aware that it has launched a restructuring of its financial position and to provide flexibility for the same and to meet the future business requirements, it may be required to raise further capital in the Company and hence it is necessary to increase the Authorised Share Capital of the Company and consequently to also amend Clause V of Memorandum of Association of the Company.

The present Authorised Share Capital of the Company is Rs.50,00,00,000 (Rupees fifty crore) divided into 3,50,00,000 (three crores fifty lakhs) equity shares of the face value of Rs.10/— (Rupees ten) each and 15,00,000 (fifteen lakhs) cumulative redeemable preference shares of the face value of Rs.100/— (Rupees one hundred) each. After the proposed increase, the Authorised Share Capital would be Rs. 65,00,00,000 (Rupees sixty five crores) divided into 5,00,00,000 (five crore) equity shares of the face value of Rs.10/— (Rupees ten) each and 15,00,000 (fifteen lakhs) cumulative redeemable preference shares of the face value of Rs.100/— (Rupees one hundred) each ranking pari passu in all the respect with the existing equity shares and preference shares, respectively, of the Company.

The provisions of Sections 4, 13,61 and 64 ofthe Companies Act, 201 3 require the Company to seekthe approval ofthe Members for increase in the Authorised Share Capital and consequently the amendment to the Clause V of the Memorandum of Association of the Company and accordingly the Board recommends the passing of the above resolution by the Members of the Company.

None of the Directors, Key Managerial Personnel or their relatives are interested in the above Resolution.

ITEM No.4

The Company proposes to transfer/sell the immovable property mentioned in Item No. 2 above, to W.S.T&D Limited, its wholly owned subsidiary or to any other wholly owned subsidiary (whether existing or proposed to be acquired or incorporated by the Company) the Company. In order to achieve the above objective, the Company proposes to incorporate one or more wholly-owned subsidiaries, through subscription/acquisition.

The Members are informed that in terms of the provisions of Section 186(2) of the Companies Act, 2013, no Company shall directly or indirectly, acquire by way of subscription, purchase or otherwise, the securities of any other body corporate in excess of 60% of the total of the paid-up share capital, free reserves and securities premium or 100% of the free reserves and securities premium, whichever is higher, without the prior approval of the Members by means of a Special Resolution.

The Board of Directors accordingly recommends the passing of this resolution in view of the resolution proposed in Item No. 2 above.

None of the Directors of the Company or key managerial personnel or their relatives are, in any way, concerned or interested in the resolution.

Date :17th September2018 Byorderof the Board Place: Chennai ForW.S. Industries (India) Limited

B.Swaminathan Chief Financial Officer and Compliance Officer

Enclosures:

  1. Postal ballot form

  2. Self-addressed postage-prepaid envelope

E-Voting procedures

Voting through electronic means:

In compliance with Regulation 44, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Sections 108, 110 and other applicable provisions of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules 2014 the Company is pleased to provide e-Voting facility to all its members to exercise their right to vote on the resolutions as set out in the Notice by 'electronic means' and all the businesses may be transacted through e-Voting services provided by National Securities Depository Limited (NSDL).

The procedure to login to e-Voting website consists of two steps as detailed hereunder:

Step 1 : Log-in to NSDL e-Voting system

    1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/.
    1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholders' section.
  • A new screen will open.You will have to enter your User ID, your Password and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 Le. Cast your vote electronically.
  • Your User ID details will be as per details given below:
  • a) For Members who hold shares in demat account with NSDL: 8 Character DP ID followed by 8 Digit Client ID (Forexample if your DP ID is |N300*** and Client ID is 12****** then your user ID is |N300***12******).
  • b) For Members who hold shares in demat account with CDSL: 16 Digit Beneficiary ID (For example if your Beneficiary ID is 12************** then your user ID is 12**************).
  • c) For Members holding shares in Physical Form: EVEN Number followed by Folio Number registered with the company (Forexample iffolio number is 001*" and EVEN is 101456then userlD is 101456001 ***).
  • Your password details are given below:
  • a. If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
  • b. If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
  • c. How to retrieve your 'initial password'?
  • i. If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email |D.Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment Le. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
  • ii. If your email ID is not registered, your 'initial password' is communicated to you on your postal address.
  • If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:
  • a. Click on "Forgot User Details/Password?"(lf you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
  • b. "Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
  • c. If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address.
  • After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
  • Now, you will have to click on "Login" button.
  • After you click on the "Login" button, Home page of e-Voting will open.

Step 2 : Cast your vote electronically on NSDL e-Voting system.

    1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting.Then, click on Active Voting Cycles.
  • After click on Active Voting Cycles, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle is in active status.
  • Select "EVEN"of the Company.
  • Now you are ready for e-Voting as the Voting page opens.

    1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
    1. Upon confirmation, the message "Vote cast successfully" will be displayed.
    1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
    1. Once you confirm yourvote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders:

(i) Institutional members (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF / JPG Format) of the relevant board resolution / authority letter etc. together with attested specimen signature of the duly authorized signatory(ies), who are authorized to vote, to the Scrutinizer through e-mail to [email protected] with a copy marked to evoting @ nsdl.co.in. In case of members receiving physical copy of the Notice

Initial password is provided as below/ at the bottom of the Postal Ballot Form

EVEN (e-Voting Number) USER ID PASSWORD/PIN

In case ofany queries, you may refer to the Frequently Asked Questions (FAQs) for Members and e-Voting user manual for Members available at the downloads section of www.evoting.nsdl.com or contact NSDL at the following Telephone No: 022- 24994600.

Login to e-Voting website will be disabled upon 5 unsuccessful attempts to key in the correct password. In such an event you will need to go through the Forgot User Details/Password option available on the site to reset the password.

If you are already registered with NSDL for e-Voting, then you can use your existing user ID and password for casting the vote. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).

The e-Voting period commences on 26th September 2018 9:00 hours and ends on 25th October 2018 17:00 hours. During this period, members holding shares either in physical form or in dematerialized form, as on 18th September, 2018 may cast their votes electronically. The e-Voting module will be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by a member, such member will not be allowed to change it subsequently.

The Scrutinizer shall within a period not exceeding three working days from the conclusion of the e-Voting period unblock the votes in the presence of at least two witnesses not in the employment of the Company and make a Scrutinizer's Report of the votes cast "in favour" or "against", it any, forthwith to the Director of the Company.

The Results declared along with the Scrutinizer's Report will be placed on the Company's website www.wsindustries.in/KYC and on the website of NSDL within two days of passing of the resolutions communicated to the Stock Exchanges.

Documents referred to in the accompanying Notice and the Explanatory Statement will be open for inspection at the Registered Office of the Company on all working days up to and including 25th October2018.

Members are requested to read the instructions printed on the reverse of the Postal Ballot Form and return the Form duly completed in the attached self addressed Business Reply envelope so as to reach the Scrutinizer on or before 25th October2018 at the following address:

Mrs. Lakshmmi Subramanian,

Scrutinizer

C/o.lntegrated Registry Management Services Private Limited,

Unit: W.S.INDUSTRIES (INDIA) LIMITED,

2nd Floor, 'Kences Towers', No.1 Ramakrishna Street,

North Usman Road, T. Nagar, Chennai 600017.

The Scrutinizer, after completion of the Scrutiny, will submit her report to the Director of the Company. The result of the postal ballot will be declared by the Director in this regard on 29th October 201 8. The result shall also be communicated to the Stock Exchanges where shares of the Company are listed.The result will also be put up on the Company's website www.wsindustries.in/KYC.

W.S. INDUSTRIES (INDIA) LIMITED

POSTAL BALLOT FORM Serial No.

W.S.
CIN:
Registered
108,
Office
:
INDUSTRIES
L29142TN1961PLC004568
Mount
Poonamallee
(INDIA)
Road,
LIMITED
Chennai
Porur,
- 600
116.
Name(s)
Shareholder(s)
of
the
if any)
joint holders,
(including
BALLOT
POSTAL
FORM Serial No.
2. address
Registered
the
Sole/
of
First Named
Shareholder
3. Registered
No.
(
Applicable
Folio
to
Members
shares
holding
in physical
form)
4. DP
No
&
No.
ID
ID
Client

to Members
(
Applicable
holding
in dematerialized
form)
shares
5. Number
shares
of
held
/We

said
my
hereby
/ our
exercise
vote
in respect
17'h September
business
dated
Notice
stated
in the
mark
by
a
tick (J)
placing
at the
resolution
of
the
following
2018
ofthe
box
appropriate
to be
Resolutions
Company
by
below:
passed
my
sending
through
Postal
assent
/ our
or
Ballot for the
dissent
to the
8"
No.
1.
Description
The
Of
Immovable
Sale
/ Transfer
With
Property
(Along
Type
9f
Resolution
No
Of
shares
Please
place
appropriate
at the
Assent
mark
tick (J)
place
Dissent
2. Company
The
Of
Superstructures,
IfAny)
An
ThereofAdmeasuring
Of
Extent
to necessary
to its subsidiary
subject
Of
Immovable
Sale
Property
/ Transfer
Or
Part(S)
Of
Land
Acres
16.40
approvals.
With
(Along
S
ecial
p
Company
The
Of
Superstructures,
IfAny)
An
ThereofAdmeasuring
Of
Extent
to necessary
to its subsidiary
subject
Or
Part(S)
Of
Land
Acres
13.71
approvals.
S
ecial
p
3.
4.
Approval
in Authorised
for Increase
Company
ConsequentAmendment
and
the
Memorandum
ofAssociation
the
of
Approval
for ncorporation/Acquisition
Share
Capital
of
the
to the
Company.
more
one
or
of
Ordinary
Place:
Date:
owned
wholly
subsidiary
(ies) (as
company
and
by
Investments
thereof
subsidiaries)
of
the
Company.
the
Special Signature the Shareholder
8"
No.
Description No
Of
shares
mark
Please
place
tick (J)
place
at the
appropriate
Resolution Assent Dissent
1. The
Immovable
Of
With
Sale
/ Transfer
Property
(Along
Company
The
Of
Or
Superstructures,
IfAny)
Part(S)
An
ThereofAdmeasuring
Of
Of
Land
Acres
16.40
Extent
to necessary
to its subsidiary
subject
approvals.
S
ecial
p
2. Of
Immovable
Sale
With
/ Transfer
Property
(Along
Company
The
Or
Of
Superstructures,
IfAny)
Part(S)
An
ThereofAdmeasuring
Of
Acres
Of
Land
Extent
13.71
to necessary
to its subsidiary
subject
approvals.
S
ecial
p
3. Share
Approval
for Increase
in Authorised
of
the
Capital
Company
ConsequentAmendment
and
the
to the
Memorandum
Company.
ofAssociation
the
of
Ordinary
4. more
one
Approval
for ncorporation/Acquisition
or
of
owned
subsidiary
wholly
(ies) (as
subsidiaries)
the
of
company
Company.
and
by
Investments
thereof
the
Special

ELECTRONIC VOTING PARTICULARS

EVEN
Number)
Event
(E-Voting
USER
ID
PASSWORD/PIN

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

INSTRUCTIONS

  • A Member desiring to exercise vote by Postal Ballot may please complete this Postal Ballot Form and send it to the Scrutinizer in the self—addressed postage pre-paid envelope enclosed. Members need not affix postal stamps since the postage will be paid by the Company. However, envelopes containing Postal Ballots, sent by courier or by registered post at the expense ofthe registered shareholders, will also be accepted.
  • The self—addressed envelope bears the address of the Scrutinizer appointed by the Board of Directors of the Company.
  • This form should be completed and signed by the Shareholder (as per the specimen signature registered with the Company/ Depository Participant). In case ofjoint holding, this form should be completed and signed by the first named shareholder and in his absence, by the next named shareholder.
  • Incomplete or unsigned Postal Ballot Form will be rejected.
  • In case the shares are held by bodies corporate or by persons authorized under power of attorney, the Postal Ballot Form signed in representative capacity must be accompanied by a certified true copy ofthe resolution of the Board of Directors of the concerned body corporate or by an attested true copy of the power of attorney authorizing such person, as the case may be, along with a specimen signature of the said authorized representative or power of attorney holder.
  • Duly completed Postal Ballot Form should reach the Scrutinizer not later than the close of working hours on 25th October 2018. Postal Ballot Form received after this date will not be considered as valid and will be strictly treated as ifthe replyfrom the Member has not been received.
  • Voting rights shall be reckoned on the paid-up value of shares registered in the name/s ofthe shareholders as on 18th September2018.

APPENDIX -|V [Rule 8(1)] Pouooolon Notice (For Ilnmmble Properly)

Date of Possession : 20/09/2018 Authorised Officer
For Muthoot Housing Finance Company Limited

0.va VISVESVARAYA TRADE PROMOTION CENTRE

NOTICE OF POSTAL BALLOT

Members are requested to note that:

GARDEN REACH SHIPBUILDERS & ENGINEERS LIMITED

OUR PROMOTER: THE PRESIDENT OF INDIAACTING THROUGH THE MINISTRY OF DEFENCE, GOVERNMENT OF INDIA

OurCompenywas incorporated at Calcutta underthe Companies Act, 1913 with the Registrar ofCompanies, Calcutta, as "Garden Reach Workshops Limited' on February 26, 1934. OurCompeny changed its name to 'Garden Reach Workshops Private Limited' on November5, 1957 alterthe promulgation ofthe CompaniesAet, 1956. Thereafter, ourCompany changed its nameto 'Garden Reach Workshops Limited' on November 30, 1961 pursuantto the acquisition ofourCompany bylhe Govemmentof India and the status of our Company was changed horn 'piivate limited eompany' to 'deemed public limited company under the provision of Section 43(1A) of the Companies Act, 1956 with efiect from January 8, 1976. The name of our Company was again changed fiom 'Garden Reach Workshop Limited' to 'Garden Reach Shipbuilders & Engineers Limited' on December 31 , 1976 by the RegistrarofCompanies, West Bengal. OurCompany became a public company pursuantto a special resolution ofthe shareholders at anAnnual General Meeting held onAugust25, 2017. Forhntherdelails, including change in Registered Otfioe ofourCompeny, see 'Historyand Certain Corporate Matters' on page 164 of the Red Herring Prospectus dated September7, 2018 which shall be read along with the Corrigendum dated September21, 2018 (togetherthe Red Herring Prospectus and the Con'igendum are refened toasthe 'RHP')

Risks to Investors

  • price on listing date. l. The two Book Running Lead Managers associated with the Offer have handled 15 public issues in the past three years out of which 4 issues closed below the issue
  • ii. There are no comparable listed companies in India engaged in the same line of business as ourCompany, hence comparison with industry peers are not applicable.
  • the Price Band, is as high as 16.53.iii. The PricelEarnings ratio based on diluted earnings pershare ("Diluted EPS") as per our Restated Financial Statements forthe Financial Year2018, at the upperend of
  • iv. The average costofacquisition per Equity Share for our Promoter is ?4.00* per Equity Share. The Offer Price atthe upperend ofthe Price Band is T 118.
  • Regulations and SEBI Listing Regulations". L v. As a result of national security related concerns, certain material information in relation to the business and operations has been classified as 'confidential' by the Ministry of Defence, Government of India and our Company. As a result, our Company has not (i) disclosed such information in the RHP; or (ii) provided such information to the BRLMs, the legal counsels and other intermediaries involved in this Offer. Our Company cannot assure you that the RHP contains all such material information necessary for investors to make an informed investment decision. Further, investors should take note of risk factor number 3 on page 24 of the RHP titled "we have been granted certain relaxation by SEBI from the strict enforcement of certain requirements and disclosure of certain information under SEBI ICDR A

Business Standard CHENNAI WEDNESDAY,26SEPTEMBER 2018
MUTIIOO'I' HOUSING FINANCE WMPANY LIMITED
Reglstered Office: TC No.14/2074—7, Muggotogeittre,
muthoot
Punnen Road, Thiruvanantha uram - 5
,
CIN No - U65922KL2018PLOO25624
Blue is Belief Corporate Office: 12/A 01, 13th floor, Parinee Crescenzo,
Plot No. C38 & 039, Bandra Kurla Complex-G block (East),
Mumbai-400051 TEL. NO: 022-62728517
APPENDIX - V [Rule 8(1)]
Pouooolon Notice (For Ilnmmble Properly)
Whereas The undersigned being the Authorized Officer of the M/s.
This is a public announcement for information purposes only and is not a prospectus announcement and does not constitute an
invitation or offer to acquire, purchase or subscribe to securities. Not for release, publication or distribution directly or indirectly outside India.
W
Muthoot Housing Finance Company Ltd (MHFCL)., under the Securitisation
And Reconstruction of Financial Assets and EnforcementofSecurity Interest
Act, 2002 (ACT No.54 OF 2002) end in exercise of powers conferred under
section 13(12) read with rule 8 & 9 of the Security Interest (Enforcement)
Rules, 2002 issued a demand notice dated 30/03/2017 calling upon the
borrowers MANOJ DOSHI BABULAUI DOSHI &SAROJ M DOSHI MOTILAIJJI
(Loan A/c No. - 11101068893), FLAT N0. F- 201, "F" BLOCK, D. No. 210 &
2:12, 2ND FLOOR, OOCHRANE BASIN ROAD, NEAR MARKET, KORKPEI',
CHENNAI, TAMIL NADU - 600021 to repay the amount mentioned in the
notice being of Rs. 2507372.50/- (Rupees Twenty Five Lakhs Seven
Thousand Three Hundred Seventy Two and Paise Fifty Only) within 60 days
from the date of receipt ofthe said notice.
The borrower having failed to repay the amount, notice is hereby given to
the borrower and the public in general that the undersigned has taken
Physical possession of the property described herein below in exercise of
powers conferred on him undersection 13(4) ofthe said Ordinance read with
Rule8&9 of the said Rules on this 20/09/2018.
The borrower in particular and the public in general is hereby cautioned
not to deal with the property and any dealings with the property will be
subjectto the charge ofthe M/s. Muthoot Housing Finance Company Ltd., for
an amount of Rs. 15,96,416.97/- (Rupees Fifteen Lakhs Ninety Six
GARDEN REACH
SHIPBUILDERS
& ENGINEERS
LIMITED
OurCompenywas incorporated at Calcutta underthe Companies Act, 1913 with the Registrar ofCompanies, Calcutta, as "Garden Reach Workshops Limited' on February 26, 1934. OurCompeny changed its name to 'Garden Reach Workshops Private Limited' on
November5, 1957 alterthe promulgation ofthe CompaniesAet, 1956. Thereafter, ourCompany changed its nameto 'Garden Reach Workshops Limited' on November 30, 1961 pursuantto the acquisition ofourCompany bylhe Govemmentof India and the status of
our Company was changed horn 'piivate limited eompany' to 'deemed public limited company under the provision of Section 43(1A) of the Companies Act, 1956 with efiect from January 8, 1976. The name of our Company was again changed fiom 'Garden Reach
Workshop Limited' to 'Garden Reach Shipbuilders & Engineers Limited' on December 31 , 1976 by the RegistrarofCompanies, West Bengal. OurCompany became a public company pursuantto a special resolution ofthe shareholders at anAnnual General Meeting
held onAugust25, 2017. Forhntherdelails, including change in Registered Otfioe ofourCompeny, see 'Historyand Certain Corporate Matters' on page 164 of the Red Herring Prospectus dated September7, 2018 which shall be read along with the Corrigendum
Thousand Four Hundred Sixteen and Peise NinetySeven Only)
Description of the Immovable Progerg
All the partand parcel ofthe property bearing FLAT NO. F4, FIRST FLOOR,
PLOT NO. 10, OLD S. NO. 82/3, 82/4, 82/5 & NEW SUB DIVISION S N0.
82/3B, 82/4B, 82/5A & 82/53, "BRINDHAVANAM", ISHWARYA NAGAR
EXTENSION, LANDMARK - ABOUT 500M FROM IYYAPPAN TEMPLE/WATER
TANK, NANDHIVARAM VILLAGE, GUDUVANCHERI, CHENGALPATI'U TALUK,
KANCHIPURAM DISTRICT. 603202 and all structures and improvements
therein in the name of borrowers.
Place of Pesesslon : Chennai
_
dated September21, 2018 (togetherthe Red Herring Prospectus and the Con'igendum are refened toasthe 'RHP')
OFFER PAlD-UP EQUITYSHARE CAPITAL 0F OURCOMPANY.
Registered Office: 43/46 Garden Reach Road, Kolkala — 700 024, West Bengal, India; Contact Person: Sandeep Mahapatra. Company Seuetary and Compliance Offieen Tel: 033-2469 8545; Fax: 033-2469 8150;
OUR PROMOTER: THE PRESIDENT OF INDIAACTING THROUGH THE MINISTRY OF DEFENCE, GOVERNMENT OF INDIA
Email: [email protected]; Website: www.grse.in; Corporate Identity Number. U35111WB193460 007891 INITIAL PUBLIC OFFERING 0F 29,210,760 EQUITY SHARES 0F FACE VALUE OF ?10 EACH ("EQUITY SHARES") 0F GARDEN REACH SHIPBUILDERS & ENGINEERS LIMTTED ("OUR COMPANY" OR THE "ISSUER") THROUGH AN OFFER FOR
SALE BY OUR PROMOTER, THE PRESIDENT OF INDIA, ACTING THROUGH THE MINISTRY OF DEFENCE, GOVERNMENT OF INDIA("THE "SELLING SHAREHOLDER") FOR CASH ATA PRICE" OF ?l-l PER EQUITYSHARE ("THE OFFER PRICE").
AGGREGATING TO (M MILLION (THE "0FFER"). THE OFFER INCLUDES A RESERVA110N OF UP TO 572,760 EQUITY SHARES AGGREGATING T0 ([-] MILLION FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (As DEFINED HEREIN)
("EMPLOYEE RESERVATION PORTION"). THE OFFER LESS EMPLOYEE RESERVATION PORTION ls REFERRED TOAs THE NET OFFER. THE OFFERAND THE NET OFFERWILL CONSTITUTE 25.50% AND 25.00% RESPECTIVELY, OF THE POST
Date of Possession : 20/09/2018
Authorised Officer
For Muthoot Housing Finance Company Limited
0.va
VISVESVARAYA TRADE
PROMOTION CENTRE
(AGovt. of Karnataka Organization)
3" Floor, 'A' Block, BMTC Complex, Shanthinagar, K.H.Road,
Bengaluru-560 027. Ph.: 080-22534444/22210644
WITH WIDE CIRCULA110N,AT LEAST FWE (5) WORKING DAYS PRIORTOTHE BIDIOFFER OPENING DATE.
('Employee
Discountfl.
7
The Floor Price is 11.50 times the face value and the Cap Price is 11.80 times the face value. Price Band: ? 115 to ? 118 per Equity Share of face value of ? 10 each. THE FACE VALUE OF EQUITY SHARES IS ?10 EACH. THE OFFER PRICE 16 H TIMES THE FACE VALUE OF THE EQUITYSHARES. THE PRICE BANDAND THE MINIMUM BID LOT SIZE HAVE BEEN DECIDED BYOUR COMPANYAND THE SELLING
SHAREHOLDER IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS ("BRLMs") AND HAVE BEEN ADVERTISED IN ALL EDITIONS OF ENGLISH NATIONAL DAILY NEWSPAPER FINANCIAL EXPRESS, ALL EDITIONS 0F HINDI
NATIONAL DAILY NEWSPAPER JANSATTAAND KOLKATA EDITION 0F BENGALI DAILY NEWSPAPER DAINIK STATESMAN, BENGALI BEING THE REGIONAL LANGUAGE 0F KOLKATA, WHERE OUR REGISTERED OFFICE IS LOCATED, EACH
'A discount off5 perEquity Share to the OlferPrice maybe altered to the Retail Individual Bidders ('Retail Disoount') ands discount of f5per Equity Share to the Offer Price maybe offered to the Eligible Employees bidding in the Employee Reservation Portion
1
E-mail: [email protected]
N0: ICNTPC/CWCP-KP-1-2-3/2018—19(CaII-2)
Date: 25.09.2018
SHORT-TERM E-TENDER FOR SELECTION OF
KNOWLEDGE PARTNER ON RETAINERSHIP BASIS
FOR IMPLEMENTATION OF 'COMPETE WITH CHINA'
PROGRAMME IN THREE PACKAGES - CALL-2
Government of Karnataka as envisaged in the Budget
speech of 2018—19 proposes to implement "Compete
price on listing date. Bids can be made for a minimum of 120 Equity Shares and in multiples of 120 Equity Shares thereafter. Risks to Investors l. The two Book Running Lead Managers associated with the Offer have handled 15 public issues in the past three years out of which 4 issues closed below the issue
ii. There are no comparable listed companies in India engaged in the same line of business as ourCompany, hence comparison with industry peers are not applicable.
iii. The PricelEarnings ratio based on diluted earnings pershare ("Diluted EPS") as per our Restated Financial Statements forthe Financial Year2018, at the upperend of
With China' Programme in Nine Districts of Karnataka.
Underthis programme it is proposed to develop clusters
for the products which have potential in the respective
Districts.
Visvesvaraya Trade Promotion Centre, the Scheme
Coordinating Agency intends to avail the services of
Knowledge Partners on Retainership Basis for
the Price Band, is as high as 16.53. iv. The average costofacquisition per Equity Share for our Promoter is ?4.00* per Equity Share. The Offer Price atthe upperend ofthe Price Band is T 118. v. As a result of national security related concerns, certain material information in relation to the business and operations has been classified as 'confidential' by the
Ministry of Defence, Government of India and our Company. As a result, our Company has not (i) disclosed such information in the RHP; or (ii) provided such
information to the BRLMs, the legal counsels and other intermediaries involved in this Offer. Our Company cannot assure you that the RHP contains all such material
information necessary for investors to make an informed investment decision. Further, investors should take note of risk factor number 3 on page 24 of the RHP titled
"we have been granted certain relaxation by SEBI from the strict enforcement of certain requirements and disclosure of certain information under SEBI ICDR
implementation of this programme in three packages.
The selected Knowledge Partnerwill provide knowledge
services for conducting detailed study of the proposed
clusters, formulating implementation strategies and
assist in implementation of the Programme in the
Districts covered under the respective Package.
VTPC invites Proposals for selection of Knowledge
Regulations and SEBI Listing Regulations".
L
Blll/flFFEIt
Companyhas not considered the price forinitial acquisition while computing average cost ofacquisition ofequityshares bythe promoterofour Company. BLIISES ' Our Company has been unable to ascertain the acquisition price and the nature of consideration for an initial transfer of 70,000 equity shares of the Company due to nan-availability of the share transfer deeds and thus our
TflDAY
Partner through three separate Tenders. Tender
Documents for Package—I/II /III as the case may be,
containing background, district / clusters covered,
details of eligibility criteria, scope of work and other
terms and conditions may be obtained from the website
of e—procurement Department, Government of
Karnataka. The last date for submission of Tenders at
PBIIGBAMME
ASBA*
Simple, Safe, Smart way of
Application - Make use of it!"
Mandatory in public issue from
January 1, 2016. No cheque will be accepted.
In case ofany revision tothe Prioe Bend, the Bid/Ofier Period will be extended by at leastlhree (3) additional Working Days altersuoh
revision of the Price Band, subject to the total Bid/Otfer Period not exceeding ten (10) Working Days. Any revision in the Price Band
and the revised Bid/Ofier Period, if applicable, will be widely disseminated by notification to the Stock Exchanges, by issuing a press
release, and also by indicating the change on the website ofthe BRLMs and at the tenninalsofthe other members ofthe Syndicate.
fund in the bank aeeount. For further details, check section an ASBA below.
Liability ofthe members ofthe Company: Limited by shares.
'Appliwtions supported by blocked amount (ASBA) is a better way of applying to issues by simply blocking the
the Offer. Foriurther details, see the section 'Materlal Contracts andDocuments forlnspection'on page 509 ofthe RHP.
Amount of share capital of the Company and Capital Structure: The authorised share upital of our Company is divided into
http:llwww.eproc.karnataka.gov.in is 11.10.2018, at
4.00 PM VTPC reserves the right to reject any or all
Proposals without assigning any reason, whatsoever.
Sdl— Joint Director, VTPC
This Offer is being made in terms of rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended ('SCRR'). In
amoroance with Regulation 26(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009, as amended ("SEBI ICDR Regulations"), the Offer is being made through the Book Building Process wherein
not more than 50% ofthe Net Offershall be available for allocation on a proportionate basisto Qualified Institutional Buyers ("QlBs"
("QIB Portion"). 5% of the 013 Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the
remainder ofthe 016 Portion shall be available foralloeation on a proportionate basis to all QlBs, including Mutual Funds, subjectto
valid Bids being received at orabove the Offer Plioe. However, iflhe aggregate demand from Mutual Funds is less than 5% ofthe
QIB Portion, the balance Offered Shares available for allocation in the Mutual Fund Portion will be added to the remaining 013
Portion for proportionate allocation to QIBs. Further, not less than 15% of the Net Otter shall be available for allocation on a
proportionate basis to Non-lnstitutional Bidders and not less than 35% of the Net Offer shall be available for allocation to Retail
Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price.
'CapitalStructure" on page 86 ofthe RHP.
memorandum ofassociation, see "Hlstoryand Certain Cements Matters" on page 164 ofthe RHP.
125,000,000 Equity Shares of face value ? 10 each constituting ? 1,250,000,000. The issued, subsaibed and paid up share capital of
our Company is ? 1,145,520,000 divided into 114,552,000 Equity Shares of face value of f 10 each. For turther details, see
Names ofsignatories tothe Memorandum ofAssociation ofourCompany and the numberof Equity Shares subscribed by
them: In the year 1960, our Companywas acquired by the G01 and since then the share capital ofourCompany is wholly owned by
the President of India along with its nominees from time to time. For details ofthe main objects of our Company as contained in the
Listing: The Equity Shares offered through the Red Hening Prospectus are proposed to be listed on BSE and NSE. Our Company
has received an 'in-principle' approval from the BSE and NSE for the listing of the Equity Shares pursuant to letters dated April 17,
2018 and April 11,2018, respectively. Forthe purposes ofthe Ofier, the Designated Stock Exchange shall be NSE.Asigned copy of
the Red Herring Prospectus has been delivered and the Prospectus shall be delivered for registration to the Registrar of
W.S. INDUSTRIES (INDIA) LIMITED
GIN: L2914ZTN1961PL0004568
Registered Office : 103. Mount Poonamalloo Head. Porur.
Chennai - 600 116. Email: [email protected]
Website: www.wsindustriean/KVC
NOTICE OF POSTAL BALLOT
Members at the Company are hereby informed that pursuant to Section 1 10 and other
applicable provisions, it any, of the Companies Act 2013 read with the Companies
(Management and Administration) Rules, 2014, the Company has on 25th September 2018
completed the dispatch of Postal Ballot Notice dated 17th September 2018 along with the
'Ofleercedure' on page436ofthe RHP. m
Furtherup to 572,760 Equity Shares have been reserved for allocation andAlIotment on a proportionate basisto Eligible Employees
bidding in the Employee Reservation Portion, subjectto valid bids being received from them at or above the Otter Price. All Bidders
shell mandatorily participate in the Offer through an Application Supported by Blocked Amount ('ASBA") process by providing
details of their respective bank account which will be blocked by the Self Certified Syndicate Banks ('SCSBs'L For details, see
BlddelslAppllcants should note that on the basis of PAN, DP ID and Client ID as provided In the Bid cum Application
FomdApplleatlon Form, the BlddersIApplleanls may be deemed to have authorised the Depositorlee to provide to the
Registrar to the Otter, any requested Demographic Details of the BlddelslAppllcants as available on the leoords of the
depositorlee. These Demographic Details may be used, among other things, for any conespondenoe(s) related to the
Offer. BlddelslAppllcants are advised to update any changes to their Demographic Details as available In the records of
the Depository Participant to ensure accuracy of records. Any delay resulting from failure to update the Demographic
the disclaimerclause ofSEBI.
forthefull textofthe disclaimerdause ofNSE.
Companies, West Bengal ('RoC') in accordance with Section 26(4) of the Companies Act, 2013. For details of the material
contracts and documents which shall be available for inspection from the date of registration ofthe Red Herring Prospectus with the
R00, up to the Bid] OfferClosing Date, see 'Mlterlal Contracts andDocuments forlnspoctlon" on page 509 ofthe RHP.
Disclaimer Clause of sEBI: SEBI onlygives its observations on the offerdocuments and this does not constitute approval of either
the Oflerorthe specified securities orthe otterdocument. The investors are advised to referto page 411 ofthe RHP for the full textof
Disclaimer Clause of NSE (the Designated Stock Exchange): 'It is to be distinctly understood that the permission given by NSE
should not in any way be deemed or construed that the Otter document has been cleared or approved by NSE nordoes it certify the
oonectness or oompletenessofany ofthe contents ofthe offerdocument'. The investors are advised to referto page 417 ofthe RHP
Disclaimer Clause of BSE: 'It is to be distinctly understood that the permission given by BSE should not in any way be deemed or
postal ballotfonn to allthe Members for seeking Membei's consent, in relation to:
1. Special resolutions for the Sale / Transfer of the immovable property (along with
supersh'ucmres, if any) of the company or partls) thereof admeasuring an extent of 16.40
acres of land to its subsidiary subiect to necessary approvals in terms of Section 180" )1a) of
the CompaniesAct, 2013.
2. Special resolution for the Sale/ Transfer of immovable property [along with superstl'unmres,
if any) of the company or part(s) thereof admeasuring an extent of 13.71 acres of land to its
subsidiary subject to necessary approvals in terms ntSection l 8011 )(a) of the Companies Act,
2013.
3. Ordinary resolution for the approval for increase in authorised share capital n'lthe company
m
beneficiary account provided In the Bid cumAppllcatlon Form ls active.
Details would be at the Bldders'lAppllcants' sole risk. BlddeislAppllcants should ensure that PAN, DP ID and the Client ID
are oonectly tllled In the Bid cum Application FomdApplleetlon Form. The PAN, DP ID and Client 10 provided In the Bid
cum Application FonnIAppllcatlon Form should match with the PAN, DP ID and Client 10 available In the depository
database, otherwise, the Bid cum Application Form ls liable to be rejected. BlddelslAppllcants should ensure that the
Contents ofthe Memorandum of the Company as regards its Objects: For information on the main objects and other objects of
our Company, see 'History and Certain Corporate Matters' on page 164 of the RHP and Clause III of the Memorandum of
Association of our Company. The Memorandum ofAssociation of our Company is a material document for inspection in relation 10
BOOK RUNNING LEAD MANAGERS
attention ofthe investors is invited to "RiskFactors' beginning on page 22 ofthe RHP.
REGISTRAR TO THE OFFER
construed that the RHP has been cleared or approved by BSE nor does it certify the oonectness or completeness of any of the
eontentsafthe RHP". The investors are advised to referto page417 ofthe RHP for the full text ofthe disclaimerclause ofthe BSE.
General Risks: Investments in equity and equity-related securities involve a degree of risk and investors should not invest any
funds in this Offer unless they can afford to lake the risk of losing their entire investment. Investors are advised to read the risk
factors earefully before taking an investment decision in the Offer. Fortaking an investment decision, investors must rely on their
own examination of our Company and the Offer, including the risks involved. The Offered Shares have not been recommended or
approved by the SEBI, nordoes SEBI guarantee the accuracy or adequacy ofthe contents of the Red Herring Prospectus. Specific
COMPANY SECRETARY AND COMPLIANCE OFFICER
and the consequent amendment to the Memorandum o'lAssociation ofthe Company in terms
ofSentions 4,13, 61 and E4 ofthe CompaniesAct, 2013.
4. Special resolution for the approval for incorporatinn/acquisition of one or more
subsidiaryfies) (as wholly owned subsidiaries) of the company and investments thereof by the
company interms o'fSection 186 ofthe CompaniesAnt2013.
The Board of Directors ofthe Company has appointed Mrs. Lakshmmi Subramanian, Practising
Company Secretary, Chennai, as Scnninizer to conduct the said Postal Ballot including e
voting process in a tairand transparent manner. As required under Rule 22 ofthe (Management
and Administration) Rules, 2014, the Company has engaged the services of National
Securities Depository limited (NSDL) to provide electronic voting facility to the Members of
the Company.
The voting rights of Members shall be reckoned on the paid-upvalue of shares registered in the
name of the member(s) on 18th September 2018 (cut—off date) and the Postal Ballot Notice
along with Postal Ballot forms have been sentto all the Members, whose names appear in the


capital
IDBI Capital Markets 6 Securities Limited
(Formerly known as IDBI Capital Market Services Limited)
Registered Office: 3rd Floor, Mefetlal Centre
Nariman Point, Mumbai — 400 021
Tel.: +91-22-4322 1212, Fax: +91-22-2285 0785
Email: [email protected]
Investor Grievance E-mail: [email protected]
Website: www.idbieapital.com
Contact Person: Sumit Singh/Priyankar Shetty
SEBI Registration No.: NM000010866
YES Securities (India) Limited
Registered Ofiice: Unit No. 602A, 6'" Floor, Tower 1 a 2
Indiabulls Finance Centre, Senapati Bapat Marg
Elphinstone (West). Mumbai — 400 013
Tel.: +91-22-30126919, Fax: +91-22- 24214508
E-mail: [email protected]
Investor Grievance E-mail: [email protected]
Website: www.yesinvest.in
Contact Person: Mukesh Garg/Pratik Pednekar
SEBI Registration No.: INM000012227
-
""m 'W'"""' ""5""
Alankit Assignments Limited
Registered Office: Alankit House, 205-208
Anarkali Complex, Jhandewalan Extension
New Delhi -110 055
Tel:+91-11-42541234/42541951/1952
Fax: +91-11-4254 1201
Eprnail: [email protected]
Investor Grievance Eprnail: [email protected]
Website: www.alankit.com
Contact Person: Sachin Gupta] S. Amnraj
SEBI Registration No.: INR000002532
Sandeep Mahapatra, Company Secretary and Compliance Officer
Registered Office: 43/46 Garden Reach Road,
Kolkata — 700 024, West Bengal, India
Tel: 033-2469 6545; Fax: 033-2469 8150
Email: [email protected]; Website: www.grse.in;
Corporate Identity Number: U35111WB1934G0 007891
Investors eon contact the Company Secretary and Compliance
Officer or the BRLMs or the Registrar to the Offer in case of any
pre-Ofier or post-Ofier related problems such as non—reoeipt of
letter of Allotment, non-credit ot Allotted Equity Shares in the
respective beneficiary account, non—reeeipt of refund intimations
and non—reeeiptoffunds by electronic mode.
Hegisterof Members on that date.
Members holding shares in Physical/dematform have an option to vote eithereleeh'onically or
through Postal Ballot form. Members can opt for only one mode ofvoting i.e either by Postal
ballot form or by electronic mode. In case any Member casts vote through physical ballot as
well as electronic mode, then voting done through electronic mode shall prevail and voting
done by pastel ballotwillbetreated as invalid.
Members are requested to note that:
1. In case the Members are voting by way of Physical postal ballot form, the said form duly
completed and signed should reach the Scrutinizer on or before the close of working hours La
5.00 pm on 25th October 2018. All postal ballot tonns received after the said data will be
www.yesinvestjn and the websites of BSE and NSE i.e. www.bseindiaeom and www.nseindia.oom, respectively. Fonnswill also be available on the websites of BSE and NSE and the Designated Branchesof 60335, the list ofwhich is available at websites ofthe Stock Exchanges and SEBI.
Prabhudas Liladhar Private Limited; SBICAPSecurities Limited; Sharekhan Limited; VCKShare & Stock Broking Services Limited and Wayfiuealth Brokers Pvt. Limited.
Availability of RHP: Investors are advised to referto the RHP, and the 'RtskFaetoIs', beginning on page 22 ofthe RHP, before applying in the Offer. Full eopyofthe RHP is available on the website of SEBI at www.fibigavjn, websites of the BRLMs atwww.idbiupital.oom,
Availability of Bid-cum-Application Forms: Bid-cum-Applioation Forms can be obtained horn the Registered Ollioe of the Company, Garden Reach Shipbuilders I Engineers Limited. Tel: 033-2469 6545. Fax: 033-2469 8150; the BRLMs: IDBI Capital
Markets 6 Securities Limited, Tel.: +91-22-4322 1212, Fax: +91-22-2285 0785; YES Securities (India) Limited, Tel.: +91-22-30126919, Fax: +91-22- 24214508, the Smdicate Members: IDBI Capital Markets 6 Securities Limited, Tel.: +91-22-4322 1212,
Fax: +91-22-2285 0785; YES Securities (India) Limited, Tel.: +91-22-30126919, Fax: +91-22- 24214508, at selected location of the sub-S/ndicate Members (as given below), Registered Brokers, RTAs and CDPs participating in the Offer. Bid-wm-Application
Sub-Syndicate Members: Almondz Global Securities Limited; Amit Jasani Financial Services Pvt. Limited; Anand Rathi Share & Stock Brokers Limited; Axis Capital Limited; Centrum Broking Limited; Edelweiss Securities Limited; Eureka Stock 5 Share Broking
Services Limited; ICICI Securities Limited; JM Financial Services Limited; Jobanputra Fiscal Services Pvt Limited: Karvy Stock Broking Limited: KJMC Capital Market Sewioe Limited; Kotak Securities Limited: LKP Securities Ltd; Matilal Oswal Securities Limited;
Applications Supported by Blocked Amount (ASBA): Investors have to apply through the ASBA process. ASBA has to be availed by all the investors exoeptAnchor Investors. For details on theASBA process, please referto the details given in ASBA Form and
treated as if the replyfrom such Member has not been received.
2. In case Members are e-voting, they can cast their vote online from 9.00 am on 26th
September 2013ti 5.00 pm on 25th October 2018. Please note that the e-voting module will
be disabled forvoting thereafter.
The result ofthe Postal ballot will be announced on 29th 0ctober2018.
A Member who have not received or who want duplicate Postal Ballotfnrm can download the
samefrom www.evoting.nsdl.com orwebsite ofthe Company www.wsindustriean/KVC
or by writing to company the Registrar E: Share Transfer Agent, Integrated Registry
Management Services Private Limited. 5A, 5th Floor, Kences Towers, 1, Ramakrishna Street,
T.Nagar, Chennai - 600017. For any queries / grievances Members can contact
Mr.B.Swaminathan, chief Financial Officer and Compliance Officer through Email:
[email protected] or can contact Registrar of Share Transfer Agent through Email:
[email protected]
By am" M m. Board
E WWW.SB I.gov. n.
Banker(s) to the Offer! Public Offer Amount] Rehmd Bank: State Bank of India and HDFC Bank Limited.
Place: Kolkala
Dete: September 25, 2018
for making anyinvestmentdecision.
All capitalised terms used herein and not specifically defined shall have the same meaning as ascribed to them in the RHF'. Abridged :rospeptus and also please referto the section 'OlferProcedure" on page 436 ofthe RHP. ASBAForms can also be downloaded from the websites of BSE and NSE.ASBAForm can be obtained from the Iistof banks that is available on the website ofSEBI
For Garden Reach Shipbuilders 6 Engineer: Limited
On behalf of the Board of Directors
Sdl
Company Secretary and Compliance Officer
Garden Reach Shipbuilders & Engineers Limited is proposing, subject to applicable statutory and regulatory requirements, receipt of requisite approvals, mamet conditions and other considerations, to make an initial public alter of its Equity Shares through Offer for
Sale and has filed the RHP with SEBI. The RHP is available on the websites of SEBI, BSE and NSE at www.sebi.gov.in, vmwbseindiabom and www.nseindia.oom, respectively, and at the websites of the BRLMs at www.idbicapital.com and www.yesinvestjn,
respectively. Potential investors should note that investment in equity shares involves a high degree of risk and for details relating to the same, see the section titled 'Rlsk Factors" on page 22 of the RHP. Potential investors should not rely on the DRHPfiled with SE81 .7:
'E
Place . Ghennal
For VI 8 lndllsb'los (llldli) Lllnltetl
Bu": 2. 09 20"
' ' Glllel' Flnanelal 0111c"
laws ofthejurisdiction wherethoseoffers and salosooour. The EquilyShares are and may notbeofiered orsold, and bids maynotbemade bypereons in anysuchjurisdiction, exoeptin oomplianoewith the applieable lawsofsuchjurisdiction. The elfer and sale ofthe Equity Shares offered in the Offer has not been and will not be registered under the us. Securities Act M1933, as amended (the 'U.S. Securities Act') or any state securities laws in the United States, and unless such otter and sale is so registered,
the Equity Shares may not be offered or sold within the United SlatesAeeordingly, such Equity Shares are being offered and sold outside ofthe United States in offshore transactions in reliance on Regulation S promulgated under the us. SecuritiesAd and the applicable