GHCL
Limited to GHCL Textiles Limited Demerger of Textile Business
#GHCL #GHCLTextileBusiness
#GHCLdemerger #GHCLtextile #Demerger
Date: February 25, 2021
Dear Shareholder,
Sub: GHCL Limited : Notice of the meeting of the
Equity Shareholders of GHCL Limited convened pursuant to order of Hon’ble NCLT,
to be held on Thursday, April 8, 2021 at 9.30 a.m. through VC
NOTICE is hereby given that by an order
dated 22nd January 2021, the Hon’ble National Company Law
Tribunal, Ahmedabad Bench (“NCLT”) has directed to convene
separate meetings of the Equity Shareholders, Secured Creditors and Unsecured
Creditors of GHCL Limited (“Applicant Demerged Company”) for the purpose of
considering, and if thought fit, approving, with or without modification(s),
the Scheme of arrangement in the nature of Demerger of Textile Business
Undertaking of GHCL Limited to GHCL Textiles Limited.
In
accordance with the said NCLT order read with applicable circulars issued by
MCA / SEBI, further notice is hereby given that separate meeting of Equity
Shareholders of GHCL Limited (the Applicant Demerged Company) will be held on
Thursday, 8th April, 2021 at 9.30 a.m. through Video
Conferencing (VC) or Other Audio Visual Means (OAVM) as per the framework
issued by the Ministry of Corporate Affairs (MCA), without physical presence.
The detailed procedure for voting and participation in the meeting through VC /
OAVM are given in Note No. 19 to 21 of the Notice. In view of the meetings
being convened through VC / OVAM, proxies are not permitted to attend or vote
at the meeting.
Notice of
the meeting along with Explanatory Statement and other requisite documents,
inter-alia, including the remote e-voting instructions, are being sent through
electronic mode to the Shareholders, whose e-mail address are registered with
the Company or with the Depository Participants. Equity Shareholders who have
not registered their email addresses, physical copy is being sent by courier /
Speed post / Registered Post at their registered addresses.
Copies of
the said Notice, Scheme of Arrangement, Explanatory Statement and other
Annexures appended in the Notice can be obtained free of charge from the
registered office of the Company and/or from the office of the Advocate Mrs.
Swati Soparkar at 301, Shivalik 10, Opp. SBI Zonal Office, Near Excise Chowky,
S.M. Road, Ahmedabad 380 015, Gujarat.
To view /
download the Notice and other requisite documents, inter-alia, including the
Remote e-voting / e-voting instructions and instructions for participation in
the meeting through VC / OAVM [Click here].
Notice
dated 24th February 2021 for NCLT Convened Meetings
alongwith requisite documents (including abridged information memorandum of
GHCL Textiles Limited), shall be available on the website of BSE Limited (www.bseindia.com) and National Stock Exchange of India Limited (www.nseindia.com) where the Company’s shares are listed and shall be available on the
website of the Company (www.ghcl.co.in) and
also on the website of Central Depository Services Limited (CDSL) at https://www.evotingindia.com/
Pursuant
to NCLT Order read with MCA Circulars and provisions of Section 108 of the
Companies Act, 2013 read with Rule 20 of the Companies (Management and
Administration) Rules, 2014, Regulation 44 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has
provided e-voting facility through CDSL. This facility is being provided
to Equity Shareholders holding shares in physical and dematerialized form, as
on cut-off date i.e. Thursday, April 01, 2021 to exercise
their right to vote by using remote e-voting and e-voting during the meeting.
The detailed procedure for voting and participation in the meeting through VC /
OAVM are given in Note No. 19 to 21 of the Notice. The remote e-voting will
commence from 9:00 am on Saturday, April 3, 2021 and will continue till
5:00 pm on Wednesday, April 7, 2021. During this period members of the
Company, may cast their vote electronically on the business set forth in the
Notice. The e-voting module shall be disabled for voting thereafter. Once the
vote on a resolution is cast by the member, the member shall not be allowed to
change it subsequently.
Also,
Equity Shareholders who would like to express their views / have questions may
send their views / questions 7 days prior to meeting mentioning their name,
demat account number / folio number, email id, mobile number etc. at secretarial@ghcl.co.in and register themselves as
a speaker. Only those Equity Shareholders who have registered themselves as a
speaker will be allowed to express their views / ask questions during the
meeting.
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The
voting rights of members shall be in proportion to their shares of the paid up
equity share capital of the Company as on the cut-off date i.e.
as on Thursday, April 1, 2021.
The facility for e-voting electronically shall be made available at the
Meeting and the members attending the meeting who have not casted their vote by
remote e-voting shall be able to exercise their right at the meeting.
Members may note that: -
- A member may participate in the Meeting even after exercising his
right to vote through remote e-voting but shall not be allowed to vote again at
the Meeting.
- A person, whose name is recorded in the register of shareholders or in
the register of beneficial owners maintained by the depositories as on the
cut-off date only shall be entitled to avail the facility of remote e-voting as
well as voting at the Meeting electronically.
- The Scrutinizer will submit his report to the Chairman for the Meeting
after the completion of the scrutiny of the e-voting (votes casted during the
Meeting and votes casted through remote e-voting), not later than 48 hours from
the conclusion of the Meeting. The result declared along with the Scrutinizer’s
report shall be communicated to the stock exchanges, CDSL and will also be
displayed on the Company’s website at www.ghcl.co.in
For GHCL Limited
Bhuwneshwar
Mishra
Sr. GM – Sustainability & Company Secretary
