Event Date: N/A
Manjushree Technopack Limited's Postal Ballot Notice, pursuant to Section 110 of the Companies Act, 2013, informs members of proposed resolutions to be passed via remote e-voting. The Board of Directors, at its meeting on May 10th, 2024, appointed Mr. Vijayakrishna K T as Scrutinizer. The e-voting facility, provided by CDSL, will be disabled after 5:00 p.m. (IST) on Saturday, June 15th, 2024.
The first special business item is the adoption of new Articles of Association of the Company. The resolution seeks member approval to substitute the existing Articles of Association with a new set, aligning with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the listing requirements of stock exchanges. Mr. Thimmaiah NP, Mr. Rajesh Kumar Ram, and Mr. Rasmi Ranjan Naik are authorized to execute related documents.
The second item involves the issue of securities on a rights basis. The resolution seeks approval to offer, issue, and allot 5,41,90,800 Unsecured Compulsorily Convertible Debentures ("CCDs") to equity shareholders, with a face value of INR 100 each, totaling up to INR 541,90,80,000 (the "Rights Issue"), in the ratio of 4 CCDs for every 1 equity share. These CCDs will be convertible into equity shares at a price of INR 3,101 per share, subject to adjustments. The CCDs will bear a coupon interest rate of 9% per annum. Equity shareholders cannot renounce their entitlement to subscribe. The Board will determine the conversion date.
The third item concerns the sub-division of equity shares. The resolution proposes to sub-divide each equity share of face value ₹ 10 into FIVE equity shares of face value ₹ 2. Consequently, Clause V of the memorandum of association will be amended to reflect an authorized share capital of ₹ 25,10,00,000 divided into 12,55,00,000 equity shares of ₹ 2 each. Existing share certificates will be deemed cancelled, and new certificates will be issued. The exercise price of options granted under the ESOP 2019 will be adjusted accordingly.
Members are requested to carefully read the notes to the Postal Ballot Notice. The notice is sent to members listed in the register as of May 10th, 2024. Voting rights are based on paid-up share value. The resolutions passed via e-voting are considered equivalent to those passed at a general meeting. All documents are available for inspection at the company's registered office until the declaration of e-voting results. The Scrutinizer's report will be submitted to the Chairman and announced by June 17th, 2024, on the company's website (www.manjushreeindia.com) and the CDSL e-Voting website.
The e-voting period commences on Friday, May 17th, 2024, at 9:00 a.m. (IST) and concludes on Saturday, June 15th, 2024, at 5:00 p.m. (IST). Members holding shares as of the cut-off date, May 10th, 2024, can vote electronically. Once cast, votes cannot be changed. The document details instructions for shareholders to participate in e-voting, including procedures for demat account holders with CDSL and NSDL, and for physical shareholders, providing specific website links, user ID requirements, and contact information for technical assistance. Special instructions are provided for Non-Individual shareholders and Custodians for remote voting.
The explanatory statement clarifies that the amendment of the Articles of Association (Item No. 1) is needed to reflect stock exchange requirements for a proposed initial public offer. The issue of CCDs (Item No. 2) is proposed to raise capital of INR 541,90,80,000 to meet the company's capital requirements. The split of shares (Item No. 3) is intended to make the shares more accessible to a broader range of investors. The Board recommends all resolutions for shareholder approval.
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