organics limited - singapore exchange
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I ORGANICS LIMITED CORPORATE OFFICE: "MEGHMANI HOUSE", Behind Safa! Profiiaire, Corporate Road, Prahladnagar, Ahmedabad-380 015. Gujarai, (INDIA) Phone No.: +91 79 71761000, 29709600 Fax: +91 79 · 29709605 E .. mail: [email protected]:www.meghmani.com CIN: L24110GJ1995PLC024052
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30th January, 2021 By online filing
1 National Stock Exchange of India Ltd., Exchange Plaza, 5th floor1
Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai-400051.
Dear Sil\
2. BSE Limited, Corporate Relationship Department1
1sr Floor1 New Trading Ring, Rotunda Building1 P.J. Towers1
Dalal Street Fort1 Mumbai-400001
Sub: Outcome of the Proceedings of the meeting of Equity SharE;holders of Meghani Organics Lin1ited convened pursuant to the order issued by National Company Law Tribunal Convened - Regulation 30 of SEBI (LODR) Regulations 2015
1. Pursuant to order passed by the Hon'ble National Company Law Tribtmal Bench (NCLT), Ahmedabad1 on 02nd Delcember, 2020, Meghmani Organics Limited (Applicant Company or MOL 1) convened Meeting of Equity Shareholders on 28th January, 2021 at 10 AM (NCLT meeting) to approve De-merger of Undertaking viz. Agrochemical and Pigment Undertaking of M/s Meghmani Organics Limited (MOL-1)t with M/s Meghmani Organochem Limited (MOL-2 - Resulting Company) and A1nalga1nation of the remaining undertaking of M/ s Meghmani Organics Limited (MOL 1) with M/ s Megh1nani Finechem Li1ni ted (MFL).
2. Mukesh Khandwala, Practicing Chartered Accountant at Ahmedabad, appointed as Chainnan of this NCLT 1neeting of Equity Shareholder of Meghnrnni Organics Limited (MOL1) introduced himself and informed that pursuant to NCLT Order the m.eeting is conducted through Video Conferencing / Other Audio Visual Means (' VC/ A VM') on the platform. provided by the Central Depository Services LimJted (CDSL); hence physical attendance of the Equity Shareholders is dispensed with.
A.Government Recognized Regd. Office: Plot No.1B4, (Phase-II), G.I.D.C. Industrial Estate, Vatva, Ahmedabad-382 445. Gujarat, (INDIA) 3 STAR EXPORT HOUSE Phone: +91-79-25831210, 25834657 Fax:+91-79-25833403, 25892327 E-mail: [email protected]
I ORGANICS LIMITED CORPORATE OFFICE: "MEGHMANI HOUSE", Behind Safal Profitaire, Corporate Road, Prahladnagar, Ahmedabad-380 015. Gujarat, (INDIA) Phone No.: +917971761000, 29709600 Fax: +91 79 - 29709605 E-mail: [email protected]:www.meghmani.com GIN: L24110GJ1995PLC024052
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3. The Chainnan inforrn.ed that as per NCLT Order, the Notice of the Composite Scheme of Arrange1nent along with Explanatory Statement and other required documents as per the Co1npanies Act and Rules have been already circulated by the Cmnpany to the members through Electronic 1node and by Postal services.
4. In addition, advertise1nents convening the meeting were duly published in newspapers, in accordance with the directions of Hon1ble NCLT.
5. NCLT, Ahn1edabad Bench has fixed the quoru1n of 30 Equity Shareholders.
6. 45 (Forty Five) Equity Shareholders were present at the 1neeting through VC/ OAVM .
7. The requisite quorum being present through video conferencing the Chairrn.an called this meeting in order to conduct proceeding of this meeting.
8. The Members who had not voted on remote e-voting were allowed to cast their votes through e-voting system during the Meeting.
9. Before beginning of the proceedings the Chainnan requested the n1.en1.bers on Dias to introduce the1n.
10. The Meinbers were infonned that Mr. I< J Shah - Scrutinizer of the re1note e-voting and e-voting, Ms. Rosh.an Vaishnav - Vivro Financial Services who has issued Fairness Opinion, Mr Jigar Shah - Chartered Accountant - Valuer who has carried out Valuation of Shares had joined this rneeting through Video conferencing from th~ir respective location.
11. The Chairn1.an then informed to the 1ne1nbers about the re1note evoting facility provided to the 111.ernbers which c01n1nenced on Monday, 25th January, 2021 at 9.00 A.M. and concluded on Wednesday, 27th Januaryrn 2021 at 5:00 P.M.
Regd. Office: Plot No. 184, (Phase-II), G.I.D.C. Industrial Estate, Vatva, Ahmedabad-382 445. Gujarat, (INDIA) Phone: +91-79-25831210, 25834657 Fax:+91-79-25833403, 25892327 E-mail: [email protected]
A.Government Recognized
3STAREXPORTHOUSE
I ORGANICS LIMITED CORPORATE OFFICE: "MEGHMANI HOUSE", Behind Safal Profitaire, Corporate Road, Prahladnagar, Ahmedabad-380 015. Gujarat, (INDIA) Phone No.: +91 79 71761000, 29709600 Fax: +91 79 - 29709605 E-mail: [email protected]:www.meghmani.com CIN: L24110GJ1995PLC024052
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12. Men1.bers present at NCLT Meeting through VC were provided an opportunity to cast their vote through e-voting facility during the Meeting.
13. Those 1ne1nbers who could not vote during the remote e-voting have been provided the opportunity during the continuance of AGM. The CDSL portal for voting on resolution through VC was also open for Members of the Cornpany.
14. As directed by Hon'ble Tribunal, Mr. K.J. Shah, Practicing Company Secretary (Me1nbership No 2420), is appointed as the Scrutinizer to scrutinize vote cast bye-voting and remote e-voting.
15. The Chainnan then provided a brief background of all three applicant con1.panies Viz., Transferor, Resulting and Transferee Companies and gave the brief of the salient points viz., (1) Objective of the Scheme, (2) Rationale of the Sche1ne (3) Share Exchange Ratio (4) Effective Date and Appointed Date (5) Change of naine of the Companies and such other points of the Composite Scheme of Arrange1nent.
16. Thereafter, the Chainnan opened the Question & Answer ,session. One question was received fron1. Custodian of Singapore Depository Share on Dividend Policy, the reply of which received from the Con1.pany 'was red out by the Chainnan.
17. There being no other questions, the Chairman invited two registered speakers (1) Mr. Yagnesh Pasawala and Mr. Jayant Batliwala. As both the speakers had not joined the n1.eeting place the following resolutions for the approval of Meinbers:-
18. Synopsis of the Resolution:-
"To apprnve Composite Scheme of Arrangement in the nature of Demerger of Agrochemical and Pigment Undertaking of Meghmani Organics Limited to Meghmani Organochem Limited; and Amalgamation of remaining business undertaking of Meghmani Organics Limited with Meghmani Finechem Limited and their respective Shareholders and Creditors. ('Scheme').
Regd. Office: Plot No. 184, (Phase-II), G.I.D.C. Industrial Estate, Vatva, Ahrnedabad-382 445. Gujarat, (INDIA) Phone: +91-79-25831210, 25834657 Fax:+91-79-25833403, 25892327 E-mail: [email protected]
A.Government Recognized
3STAREXPORTHOUSE
I ORGANICS LIMITED CORPORATE OFFICE: "MEGHMANI HOUSE", Behind Safal Profitaire, Corporate Road, Prahladnagar, Ahmedabad-380 015. Gujarat, (INDIA) Phone No.: +91 79 71761000, 29709600 Fax: +91 79 - 29709605 E-mail: [email protected]:www.meghmani.com GIN: L24110GJ1995PLC024052
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19. It was also stated that e-voting facility at NCLT Meeting would be allowed for 15 minutes after conclusion of the meeting.
20. The co1nbined result of remote e-voting and e-voting during the NCLT Meeting would be announced on receipt of Scrutinizer's report and will be submitted to the stock exchange separately.
21. Thereafter, the chairman thanked all the Members and panelist for joining the meeting and with a vote of thanks to the chair declared the 1neeting as concluded.
We request you to take note of the saine.
Yours faithfully, For Meghmani Organics Limited
(K. D. Mehta) Company Secretary
C C to :- SGXT - Singapore
Regd. Office: Plot No. 184, (Phase-II), G.I.D.C. Industrial Estate, Vatva, Ahmedabad-382 445. Gujarat, (INDIA) Phone: +91-79-25831210, 25834657 Fax:+91-79-25833403, 25892327 E-mail: [email protected]
A.Government Recognized
3STAREXPORTHOUSE
