Minutes of Meeting Review for Visen Industries Limited (2018-2021)

S.No Title Content

2018-2019
1. Minutes of Meeting of the Board of Directors of Visen Industries
Pg 3-4 Limited held on May 30th, 2018
6. TO CONSIDER TO ISSUE CORPORATE GUARANTEE TO
COMMERCIAL BANK OF DUBAI, U.AE.

The Chairman informed the Board that:

(a) It is intended that Visen Polymers FZE (the "Borrower"), a

subsidiary of the Company, enter into certain financing and other
arrangements with Commercial Bank of Dubai, U.AE (the
"Bank") in relation to a credit facility, being term loan of AED
32 million, LAD AED 20 million, loan against sales invoices of
AED 10 million, and interest rate swap of AED 2.5 million (total
AED 64.5 million) (the "Facility") pursuant to the terms of a
Facility Offer letter dated 15th May 2018 (Ref: 2018/10808);
….
The Directors of the Company carefully considered the guarantee, the
facility agreement, the facility, the derivative transaction and the
transactions contemplated thereby and passed the following resolution.

"RESOLVED THAT the facility, the guarantee and the derivatives

transaction be and are hereby approved and ratified in all respects with
such changes there in and additions thereto as may be approved or
deemed necessary, appropriate or advisable by authorised signatories (as
hereinafter defined) of the Company executing the same, the execution
thereof by such authorised signatories to be conclusive evidence of such
Pg 5-8 approval or determination and that it was in the best interests of, and
commercial benefit to, the Company to enter into the guarantee and the
derivative transaction;
 …
9. TO CONSIDER APPROVING THE CHANGE IN THE
PARTICIPATING BANKS OF THE CONSORTIUM AND THE
AUTHORIZED SIGNATORIES TO EXECUTE THE NECESSARY
DOCUMENTS:
…
"RESOLVED THAT pursuant to section 179 of the Companies Act,
2013, the applicable Rules thereunder and the Articles of Association,
consent of the Board be and is hereby accorded to avail additional
financial assistance as shown below from the Banks listed below
("Lenders") to the extent of Rs.440.00 crores ("Facilities") on the terms
and conditions contained in their respective sanction letters, as may be
amended/modified from time to time.
…..
RESOLVED FURTHER THAT the Company do create/extend security
on the following assets/properties in favour of the Security Trustee, for
the benefit of the lenders, for securing repayment of the facilities and all
other amounts in respect thereof:

a) First pari passu hypothecation/charge on the current assets of the

Company, including, but not limited to the stocks of raw
materials, semi-finished and finished goods, consumable stores
and spares and such other moveables including book debts, bills,
whether documentary or clean, outstanding moneys and
receivables, both present and future and movable fixed assets of
the Company including the plant and machinery etc. in respect of
the Company's units/projects at survey Nos. 68, 69 and 88, Nanji
Industrial Estate, Silvassa, Dadra Nagar and Haveli; and

b) First pari passu mortgage/charge on the Company's immovable

Pg 10-11 properties including the lands, buildings and fixed plant and
machinery etc. in respect of the Company's units/projects at
survey Nos. 68. 69 and 88, Nanji Industrial Estate, Silvassa,
Dadra Nagar and Haveli.
…
 RESOLVED FURTHER THAT the Company do request Mr. Vijay S.
Nair to furnish his Personal Guarantee for repayment of the facilities
granted/agreed to be granted by the lenders to the Company in the form
prescribed by the lenders

Pg 11 13. TO CONSIDER TO AVAIL KEYMAN INSURANCE COVER FOR

THE KEY PERSON(S) OF THE COMPANY:

"RESOLVED THAT the Company be and is hereby authorised to avail

the Key man insurance cover with OM Kotak Mahindra Life Insurance
Company Limited, having its Registered Office at 5C-II Mittal Court,
224 Nariman Point, Mumbai 400 021, for its key person/persons, subject
to an overall maximum of Rs.7,00,00,000/- (Rupees Seven Crores only)
sum assured and a maximum of Rs. 7,00,00,000/- (Rupees Seven Crores
only)
….
14. TO CONSIDER GIVING GUARANTEE ON BEHALF OF VISEN
POLYMERS FZE, SHARJAH:
…
"RESOLVED THAT the company do hereby give guarantee to the
Emirates NBD Bank, UAE to the extent of AED 67,500,000/- which is
equivalent to approximately Indian Rupees 124 crores on behalf of its
wholly owned subsidiary viz. M/s Visen Polymers FZE, Sharjah as
enumerated in the facility letter no. SIGCTY/FA00165/230596 dated
14th March, 2018 placed before the Board and initialed by the Chairman
for the purpose of identification.
…
RESOLVED FURTHER THAT Mr. Vijayasankaran Anjilikattu
Sivaraman Nair, Managing Director be and is hereby authorized to give
his personal guarantee to the Emirates NBD Bank, UAE to the extent of
AED 67,500,000/- which is equivalent to approximately Indian Rupees
124 crores on behalf of its wholly owned subsidiary viz. M/s Visen
Polymers FZE, Sharjah as enumerated in the facility letter no.
SIGCTY/FA00165/230596 placed before the Board and initialed by the
Chairman for the purpose of identification.
 …
2. Minutes of Meeting of the Board of Directors of Visen Industries
Limited held on October 11th, 2018
Pg 6-7 12. TO NOTE AND RATIFY THE CREDIT FACILITY AVAILED
FROM VARIOUS NBFC’S:
…
“RESOLVED THAT, pursuant to Section 179 and other applicable
provisions of the Companies Act, 2013 and rules made thereunder, the
Board hereby notes and ratifies the following credit facilities to the extent
of Rs.4,50,00,000/- (Rupees Four Crore Fifty Lakh Only) availed by the
Company at various periods on the terms and conditions including
Pg 7-8 interest details of which were tabled before the meeting:
….
13. A) TO CONSIDER TO AVAIL CREDIT FACILITY UPTO RS. 165
CRORES FROM BANK OF BARODA:
…
“RESOLVED THAT sanction be and is hereby given to the Company to
avail from Bank of Baroda, Corporate Financial Services Branch, Fort,
Mumbai the facilities upto the limit mentioned aggregating
Rs.165,00,00,000/- (Rupees One Hundred and Sixty Five Crore Only
against the following securities namely:
(i) 1st pari-passu charge on hypothecation of entire current assets
of the Company, both present and future,
(ii) 1st pari-passu charge on fixed assets of the three units
including factory land and building at S.No. 68, 69 & 88 at
Nanji Industrial Estate, Silvassa; and
(iii) 2nd pari-passu charge on Industrial land and movable fixed
assets of the Company located at Plot D-2 SIPCOT Industrial
Park, Chennai.

and the Company do execute the relevant documents therefor and create a
mortgage over the fixed / immovable properties of the Company situate
at S.No. 68, 69 & 88 at Nanji Industrial Estate, Silvassa AND Plot D-2
SIPCOT Industrial Park, Chennai in favour of Bank of Baroda to secure
the due repayment of the outstanding in various credit facilities.
 …..
RESOLVED FURTHER THAT the Company do create a
mortgage/extension of mortgage by deposit of title deeds in favour of
Bank of Baroda by depositing the title deeds, documents, evidences,
writing with Bank of Baroda, by giving an oral consent to Bank of
Baroda to continue to hold and retain the title deeds, documents,
evidences, writings in respect of the Company's immovable properties
situate at S.No. 68, 69 & 88 at Nanji Industrial Estate, Silvassa AND Plot
D-2 SIPCOT Industrial Park, Chennai together with all buildings and
structures thereon and all plant and machinery attached to the earth or
permanently fastened to anything attached to the earth (hereinafter
collectively referred to as the said immovable properties) to secure the
due repayment by the Company of outstanding due under the facilities
Pg 9 indicated above together with interest, additional interest, further interest
by way of liquidated damages, compound interest, commitment charges,
premia on repayment or on redemption, guarantee commission/ L.C.
commission, costs, charges, expenses and other moneys including any
increase as a result of devaluation/Revaluation/Fluctuation in the rates of
Exchange of Foreign currencies involved payable by the Company to
Pg 10-13
Bank of Baroda under their Heads of Agreement / Loan Agreement /
Letters of Sanction/ Memo. of terms and conditions amended from time
to time.
…
RESOLVED FURTHER THAT the Company do request Mr. Vijay S.
Nair, Managing Director and Mrs. Geeta Nair, wife of Mr. Vijay S. Nair
to offer and execute personal guarantee in favour of the Lender to
guarantee and to secure the repayment of the credit facilities granted / to
be granted to the Company together with interest, cost, expenses and
other charges thereon.
…
13. B) TO CONSIDER APPROVING THE CHANGE IN THE
PARTICIPATING BANKS OF THE CONSORTIUM AND THE
AUTHORIZED SIGNATORIES TO EXECUTE THE NECESSARY
DOCUMENTS:
…
 “RESOLVED THAT pursuant to section 179 of the Companies Act,
2013, the applicable Rules thereunder and the Articles of Association,
consent of the Board be and is hereby accorded to avail additional
financial assistance as shown below from the Banks listed below
(“Lenders”) to the extent of Rs.440.00 crores (“Facilities”) on the terms
and conditions contained in their respective sanction letters, as may be
amended/modified from time to time.
…..
RESOLVED FURTHER THAT the Company do create/extend security
on the following assets/properties in favour of the Security Trustee, for
the benefit of the lenders, for securing repayment of the facilities and all
other amounts in respect thereof
a) First pari passu hypothecation/charge on the current assets of the
Pg 13-14 Company, including, but not limited to the stocks of raw
materials, semi-finished and finished goods, consumable stores
and spares and such other moveables including book debts, bills,
whether documentary or clean, outstanding moneys and
receivables, both present and future and movable fixed assets of
the Company including the plant and machinery etc. in respect of
the Company's units/projects at survey Nos. 68, 69 and 88, Nanji
Industrial Estate, Silvassa, Dadra Nagar and Haveli; and
b) First pari passu mortgage/charge on the Company's immovable
properties including the lands, buildings and fixed plant and
machinery etc. in respect of the Company's units/projects at
survey Nos. 68. 69 and 88, Nanji Industrial Estate, Silvassa,
Dadra Nagar and Haveli.
…
RESOLVED FURTHER THAT the Company do request Mr. Vijay S.
Nair to furnish his Personal Guarantee for repayment of the facilities
granted/agreed to be granted by the lenders to the Company in the form
prescribed by the lenders.
…
14. TO CONSIDER TO AVAIL CREDIT FACILITY OF RS. 130
CRORES FROM BANK OF INDIA:
Pg 18-19 ….
The Board considered the matter and passed the following resolution
unanimously:
"RESOLVED THAT consent of the Board be and is hereby accorded to
avail credit facility of Rs. 130,00,00,000/- (Rupees One Hundred and
Thirty Crores Only) from Bank of India (hereinafter referred to as
"Lender") on terms and conditions as stipulated by the Lender vide
Sanction Letter no. AnLCB/AJ/2018-19/000746 dated 28 September,
2018 as tabled before the meeting duly initialled by the Chairman for
identification purpose.
RESOLVED FURTHER THAT for the purpose of securing the aforesaid
credit facility, the Company do create is i) 1 st pari-passu charge on
hypothecation of entire current assets of the Company both present and
future, ii) 1st pari-passu charge on fixed assets of the three units including
factory land and building at S.No. 68, 69 & 88 at Nanji Industrial Estate,
Silvassa and iii) 2nd pari-passu charge on Industrial land and movable
fixed assets of the Company located at Plot D-2 SIPCOT Industrial Park,
Chennai.
RESOLVED FURTHER THAT the Company do request Mr. Vijay S.
Nair, Managing Director and Mrs. Geeta Nair, wife of Mr. Vijay S. Nair
to offer and execute personal guarantee in favour of the Lender to
guarantee and to secure the repayment of the credit facilities granted / to
be granted to the Company together with interest, cost, expenses and
other charges thereon.
…
19. ANY OTHER BUSINESS:
…
(B) TO CONSIDER GIVING SUPPORT LETTER ON BEHALF OF
VISEN POLYMERS FZE, SHARJAH:
The Chairman informed the Board that it was necessary to issue a support
letter on behalf of its subsidiary viz. Visen Polymers FZE, Sharjah
considering its financial position, for the next twelve months. The draft
of the comfort letter was placed before the Board, duly initialed by the
Chairman for the purpose of identification. After discussions, it was:
“RESOLVED THAT the Company do hereby give a support letter for
and on behalf of its wholly owned subsidiary viz. Visen Polymers FZE,
 Sharjah, as per draft placed before the Board and initialed by the
Chairman for the purpose of identification.
…
3. - Minutes of Meeting of the Audit Committee of Visen Industries
Limited held on December 27 , 2018.

4. Minutes of Meeting of the Board of Directors of Visen Industries

Limited held on March 20th, 2019
Pg 5 9. TO CONSIDER LC BILL DISCOUNTING WITH UCO BANK:
The Chairman informed the Board that it was proposed to avail the Letter
of Credit Bill discounting from UCO Bank Limited upto Rs.50 crores.
The Board considered the matter and passed the following resolution
unanimously:

"RESOLVED THAT the approval of the Board be and hereby granted to

the Company to avail Letter of Credit Bill Discounting Facility ("Credit
Facility") for an amount not exceeding Rs. 100 Crores (Rupees One
Hundred Crores) from UCO Bank ("Bank") subject to the terms and
conditions as may be mutually agreed upon between the Company and
Pg 6 the Bank
….
10. TO CONSIDER RENEWAL OF CREDIT LIMITS FROM
INDUSIND BANK LTD.:

The Chairman informed the Board that it was proposed to renew the
credit limits availed from IndusInd Bank Ltd. with addition of Rs.20
crores towards bill discounting facility. The Board considered the matter
and passed the following resolution unanimously:

"RESOLVED THAT pursuant to section 179 of the Companies Act,

2013, the applicable Rules thereunder and the Articles of Association,
consent of the Board be and is hereby accorded to avail additional credit
financial facilities from IndusInd Bank Ltd to the extent of Rs.20.00
Pg 6-7 crores ("Facilities") for the purpose of sales bill discounting on the terms
and conditions contained in the sanction/ renewal/ enhancement of credit
 limited letter no. IBL/CAD/4368/2018-19 dated 12h March, 2019 as
tabled before the meeting duly initialled by the Chairman for
identification purpose.
…
11. TO CONSIDER TO EXECUTE CONSORTIUM
DOCUMENTATION FOR MORTGAGE CREATION OF CHENNAI
FIXED ASSETS TO WORKING CAPITAL LENDERS
…
“RESOLVED THAT pursuant to Section 179 and other applicable
provisions of the Companies Act, 2013, the applicable Rules thereunder
and the Articles of Association. The Company do create/extend security
on the following assets/properties in favour of the Axis Trustee Services
Limited (Security Trustee), for the benefit of the participating banks of
the consortium (lenders), for securing repayment of the facilities availed
to the extent of Rs.425.00 crores (Facilities) and all other amounts in
respect thereof:
Second Pari Pasu charge on all the fixed assets at Chennat plant including
land situated at Plot No.D2, Sipcot Industrial Park, Mambakkam, Tamil
Nadu 602105.
…..
2019-2020
1. Minutes of Meeting of the Board of Directors of Visen Industries
Limited held on July 12th, 2019.
Pg 4 7(iii) TO CONSIDER RENEWAL OF CREDIT LIMITS AVAILED
FROM THE SOUTH INDIAN BANK LTD.
…
“RESOLVED THAT renewal sanction be and is hereby given to the
Company by The South Indian Bank Ltd., Nariman Point Branch, as
detailed above and security mentioned beside it be accepted and the
sanction letter may be signed by the director as a token of the
acceptance.
…
7(iv) TO CONSIDER AND APPROVE RELATED PARTY
Pg 6 TRANSACTIONS WITH VISEN POLYMERS FZE.
…
 “RESOLVED THAT pursuant to Section 188 and other applicable
provisions of the Companies Act, 2013 and Rule 15 of the Companies
(Meeting of Board and its Power). Rules, 2014 made thereunder as
amended from time to time (including any statutory modification or
re-enactment thereof) and any other applicable rules, regulations.
Laws, circulars, notifications, the consent of Board of Directors of
the Company be and is hereby accorded to enter into a related party
transactions with Visen Polymers FZE for sale and purchase of
materials, fixed assets and other items amounting to approximately
Rs.50 crores for the financial year 2019-20.
…
RESOLVED FURTHER THAT Mr. Vijay S. Nair. And Mrs. Geeta
Vijay Nair be and are hereby requested to execute guarantee
Pg 7 agreement and letters of Acknowledgment of Debt/Balance
Confirmation letters in their respective personal capacity as
guarantors favouring The South Indian Bank Ltd to secure the
various credit facilities availed to be availed by the Company from
The South Indian Bank Ltd. And acknowledging their liability as
guarantors to the said facilities.
…

2. Minutes of Meeting of the Audit Committee of Visen Industries

Limited held on July 12th, 2019.
Pg 3-4 8. TO CONSIDER AND APPROVE RELATED PARTY
TRANSACTIONS WITH VISEN POLYMERS FZE:

The meeting was informed that it was proposed to enter into

transactions for sale and purchase of materials, fixed assets and
other items with Visen Polymers FZE on cost plus basis. The
transaction will be at arms length basis.
…
“RESOLVED THAT pursuant to Section 177, 188 and other
applicable provisions of the Companies Act, 2013 and Rule 15 of the
Companies (Meeting of Board and its Power), Rules, 2014 made
 thereunder as amended from time to time (including any statutory
modification or re-enactment thereof) and any other applicable
rules, regulations, laws, circulars, notifications, approval of the Audit
Committee be and is hereby accorded to enter into a related party
transactions with Visen Polymers FZE for sale and purchase of
materials, fixed assets and other items amounting to approximately
Rs.50 crores for the financial year 2019-20 and the same be and is
hereby recommended to the Board of Directors for its requisite
approval under provisions of the Companies Act, 2013.
3. Minutes of Meeting of the Board of Directors of Visen Industries
Limited held on November 7th, 2019.
Pg 3 6. TO AUTHORISE MR. VIJAY S. NAIR - MANAGING
DIRECTOR, MS. CHERRY NAIR WHOLETIME DIRECTOR
AND MR. JAYABASKER NAIR - SR. MANAGER FINANCE &
ACCOUNTS OF THE COMPANY FOR FOREX TRANSACTIONS
WITH BANK OF BARODA:
…
"RESOLVED THAT the Company may avail Forex Derivative
facilities with Bank of Baroda up to a maximum notional amount of
Rs.200 Crores at any point of time;
….
8. TO CONSIDER AVAILING OF DERIVATIVE
Pg 5 TRANSACTIONS FACILITY INCLUDING STRUCTURE
DERIVATIVE FROM INDUSIND BANK:
…
"RESOLVED THAT the company do avail of the following facilities
from the Indusind Bank Limited Andheri East branch viz.,

Description of credit facilities (Products)

Short Terms Forwards/ Plain Vanilla Options/ Cost Reduction

Structures

Amount/ Limit (Maximum at any one time)

 300 crores

on the terms and conditions as set out in the Bank's sanction letter
bearing no. IBL/CAD/4368/2018-19 dated 12.03.2019, as placed
before the Board and initiated by the Chairman for the purpose of
identification, and that Mr. Vijay S Nair, (Managing Director) and/
or Miss Cherry Nair (Whole Time Director) and/ or Shri Jayabasker
Nair (Sr. Manager - Finance & Accounts) be and are hereby
severally authorised to convey the acceptance thereof to Indusind
Bank Limited for and on behalf of the company.
…
9. TO CONSIDER RENEWAL OF ALL FIXED DEPOSITS WITH
JAMMU & KASHMIR BANK:
…
Pg 6 "RESOLVED THAT the company bas kept fixed deposits with
Jammu & Kashmir Bank which be and are hereby required to be
renewed on time to time basis.
…
11. TO FIX COMPANY'S MAXIMUM CAP FOR AVAILING OF
FOREX DERIVATIVE FACILITES FROM VAIOUS
BANKS/INSTITUTIONS
…
Pg 8 "RESOLVED THAT the aggregate of the outstanding Forex
derivatives entered into by the Company with various Banks and
Institutions should not exceed Rs.450 Crores at any point of time;
…
12. TO CONSIDER EXECUTION OF CONSORTIUM
DOCUMENTATION FOR MORTGAGE CREATION OF
CHENNAI FIXED ASSETS:
…
Pg 8-10 "RESOLVED THAT pursuant to section 179 of the Companies Act,
2013, the applicable Rules thereunder and the Articles of
Association, consent of the Board be and is hereby accorded to avail
financial assistance as shown below from the banks listed below
 ("Lenders") to the extent of Rs. 415.00 crores ("Facilities") on the
terms and conditions contained in their respective sanction letters, as
may be amended! modified from time to time.
…
RESOLVED FURTHER THAT the Company do request Mr. Vijay
S. Nair and Mrs. Geeta Vijay Nair to furnish their Personal
Guarantees for repayment of the Facilities granted/ agreed to be
granted by the lenders to the Company in the form prescribed by the
lenders.
4. - Minutes of Meeting of the Board of Directors of Visen Industries
Limited held on December 6, 2019.
5. - Minutes of Meeting of the Nomination and Remuneration Committee
of Visen Industries Limited held on December 6, 2019.
6. - Minutes of Meeting of the Audit Committee of Visen Industries
Limited held on December 6, 2019.
7. - Minutes of Meeting of the Board of Directors of Visen Industries
Limited held on March 16th, 2020.
8. - Minutes of Meeting of the Corporate Social Responsibility
Committee of Visen Industries Limited held on March 16th, 2020.
9. - Minutes of Meeting of the Independent Directors of Visen Industries
Limited held on March 16th, 2020.
10. - Minutes of Meeting of the Nomination and Remuneration Committee
of Visen Industries Limited held on March 16th, 2020.
11. Minutes of Meeting of the Audit Committee of Visen Industries
Limited held on March 16th, 2020.
Pg 2-4 A] TO REVIEW THE RELATED PARTY TRANSACTIONS FOR
THE PERIOD ENDED 31 ^ (ST) DECEMBER, 2019 AND B) TO
CONSIDER TO GRANT OMNIBUS APPROVAL FOR THE
RELATED PARTY TRANSACTIONS FOR THE FINANCIAL
YEAR 2020-21:
…
“RESOLVED THAT pursuant to Section 177 and other applicable
provisions of the Companies Act, 2013, and Rule 6A of the
Companies (Meetings of Board and its Powers) Rules, 2014
(including any statutory modification(s) or re-enactment thereof for
 the time being in force) approval of the Audit Committee be and is
hereby granted for the proposed related party transactions
amounting to approximately Rs 50 crores for the financial year 2020-
21 with Visen Polymers FZE”
2020-2021
1. Minutes of Meeting of the Audit Committee of Visen Industries
Limited held on September 5th, 2020.
Pg 4 10.TO CONSIDER AND APPROVE RELATED PARTY
TRANSACTIONS WITH VISEN POLYMERS FZE:
The Committee considered the matter and after discussion passed the
following resolution unanimously

"RESOLVED THAT pursuant to Section 177, 188 and other applicable

provision of the Companies Act, 2013 and Rule 15 of the Companies
(Meeting of Board and its Power), Rules, 2014 made thereunder as
amended from time to time (including any statutory modification or re-
enactment thereof) and any other applicable rules, regulations, laws,
circulars, notifications, approval of the Audit Committee be and is hereby
accorded to enter into a related party transactions with Visen Polymers
FZE for sale and purchase of materials, fixed assets and other items
amounting to approximately Rs 50 crores for the financial year 2020-21
and the same be and is hereby recommended to the Board of Directors for
its requisite approval under provisions of the Companies Act, 2013"
2. Minutes of Meeting of the Board of Directors of Visen Industries
Limited held on September 5th, 2020.
Pg 6 13. TO CONSIDER AND APPROVE RELATED PARTY
TRANSACTIONS WITH VISEN POLYMERS FZE:
….
“RESOLVED THAT pursuant to Section 177, 188 and other applicable
provisions of the Companies Act, 2013 and Rule 15 of the Companies
(Meeting of Board and its Power), Rules, 2014 made thereunder as
amended from time to time (including any statutory modification or re-
enactment thereof) and any other applicable rules, regulations, laws,
circulars, notifications and as recommended by Audit Committee,
approval of Board of Directors be and is hereby accorded to enter into a
 related party transactions with Visen Polymers FZE for sale and purchase
of materials, fixed assets and other items amounting to approximately
Rs.50 crores for the financial year 2020-21 and the same be and is hereby
recommended to the Board of Directors for its requisite approval under
provisions of the Companies Act, 2013.”
…
Pg 9
20. TO CONSIDER TO ISSUE CORPORATE GUARANTEE TO
COMMERCIAL BANK OF DUBAI, U.A.E.:
.....
The ENBD Bank has renewed the facility to Visen Polymers FZE, WOS,
vide Facility Amendment Letter Ref. SIGCTY/FA00378 dated
31.05.2020. One of the sanction conditions is creating Second Rank
Mortgage on the Visen Polymers FZE’s immovable property situated at
Hamriyah Free Zone, Sharjah in favour of Emirates NBD Bank for a
value of AED 50 Million. The first charge was created in favour of the
Commercial Bank of Dubai. The Board considered the matter and passed
the following resolution unanimously

“RESOLVED THAT the Visen Polymers FZE create a second rank

mortgage on all buildings, plant, machinery and equipment located on
Plot No. IE-03D and Plot No. IE-03C. Hamrivah Free Zone for a value of
AED 50 Million.
…
3. - Minutes of Meeting of the Audit Committee of Visen Industries
Limited held on December 29th, 2020.
4. Minutes of Meeting of the Board of Directors of Visen Industries
Limited held on December 29th, 2020.
Pg 9 18. TO AUTHORIZE THE SALE OF IMMOVABLE PROPERTY
LOCATED AT TARAPUR T-121

The Board of Directors were informed that it was proposed to sale an

immovable property located at Plot No. T-121, MIDC, Tarapur Industrial
Area, Boisar, Maharashtra. The Board considered the matter and after
discussion passed the following resolution unanimously:
 "RESOLVED THAT Mr Vijay Nair, Managing Director of the Company
be and is hereby authorised to negotiate, settle the terms and conditions
for the sale of all that piece and panel of Plot of leasehold land
admeasuring 2100 square meter and property including buildings and
erections standing thereon together with all permanent structures and
constructions, a factory building and ROC structure admeasuring 689.585
sq. mts. or thereabouts approximately, along with temporary and other
construction standing thereon plot no. T-121 in Tarapar Industrial Area,
within the village limits of Pamtembbi, Taluka and Registration Sub-
District Palghar, earlier in District and Registration District of Thane and
sign and execute the requisite Agreement for sale, sale deed and such
other documents as may be found necessary, modify or amend the
documents to executed where necessary and present the documents so
signed by him on behalf of the Company for registration before the
Registrar or Sub Registrar of Assurances and admit execution of the
documents and do all and other acts deeds and things as are incidental or
consequential thereto
5. Minutes of Meeting of the Board of Directors of Visen Industries
Limited held on January 14th, 2021.
Pg 2 5. TO AVAIL THE VARIOUS CREDIT FACILITIES OFFERED BY
INDUSIND BANK LIMITED:
…
“Resolved That:

1. The Company be and is hereby authoris to avail of from the Bank

the various credit facilities, as mentioned in the Sanction Letter,
by whatever name called whether granted by way of fund or non-
fund based credit facilities upto a maximum principal amount of
Rs. 11,96,00,000/- (Rupees Eleven Crores Ninety Six Lakhs
only) in the aggregate. (“the credit facilities”) on the terms,
conditions and securities as mentioned in the Sanction Letter and
Pg 3 as may be stipulated by the Bank from time to time and to
furnish/create the said securities in favour of the Bank.
…
6. TO ENHANCE THE BILL DISCOUNTING FACILITY AVAILED
 AT HDFC BANK LIMITED:

"RESOLVED THAT the approval of the Board be and hereby granted to

the Company to avail Bill Discounting Facility (“Credit Facility”) for an
amount not exceeding Rs. 74.40.00.000/- (Rupees Seventy Four Crores
Forty lakhs) from HDFC Bank Limited ("Bank) subject to the terms and
conditions as may be mutually agreed upon between the Company and
the Bank
6. Minutes of Meeting of the Audit Committee of Visen Industries
Limited held on March 31st, 2021.
Pg 2 4.TO CONSIDER TO GRANT OMNIBUS APPROVAL FOR THE
RELATED PARTY TRANSACTIONS FOR THE FINANCIAL YEAR
2021-22:
…
The Omnibus approval sought will be valid for the financial year 2021-22
and shall require fresh approval after the expiry of such financial year.
The Committee considered the matter and after discussion passed the
following resolution unanimously:

"RESOLVED THAT pursuant to Section 177 and other applicable

provisions of the Companies Act, 2013, and Rule 64 of the Companies
(Meetings of Board and its Powers) Rules, 2014 (including any statutory
modification(s) or re-enactment thereat for the time being in force)
approval of the Audit Committee be and is hereby granted for the
proposed related party transactions amounting to approximately Rs 50
crores for the financial year 2021-22 with Ven Polymers FZE
7. Minutes of Meeting of the Board of Directors of Visen Industries
Limited held on March 31st, 2021.
Pg 8/11 10. TO CONSIDER RENEWAL OF CREDIT LIMITS BY SOUTH
INDIAN BANK LIMITED:
…
(1) “RESOLVED THAT renewal/ sanction be and is hereby given to
the Company by The South Indian Bank Ltd., Nariman Point
Branch, as detailed above and security mentioned beside it be
accepted and the sanction letter may be signed by the director as
 a token of the acceptance.
…
Pg 12-13 11. TO CONSIDER CREDIT CONSORTIUM. FACILITY UNDER
GECL 2.0 THROUGH THE CONSORTIUM
…
"RESOLVED THAT pursuant to section 179 of the Companies Act,
2013, the applicable Rules there under and the Articles of Association,
consent of the Board be and is hereby accorded to avail additional
financial assistance under GECL 2.0 Scheme as shown below from the
banks listed below ("Lenders") to the extent of Rs. 7.71 crores
("Facilities") on the terms and conditions contained in their respective
sanction letters, as may be amended/modified from time to time.
…
RESOLVED FURTHER THAT the Company do create/extend security
interest on the securities, as may be stipulated by the Lenders, including
following assets/properties in favour of the Security Trustee, for the
benefit of the lenders, for securing repayment of the facilities and all
other amounts in respect thereof;

a) Second pari passu hypothecation/charge on the current assets of

the Company, including, but not limited to the stocks of raw
materials, semi-finished and finished goods, consumable stores
and spares and such other moveables including book debts, bills,
whether documentary or clean, outstanding moneys and
receivables, both present and future and movable fixed assets of
the Company including the plant and machinery etc. in respect of
the Company's units/projects at Silvassa. Dadra Nagar and
Haveli; and
b) Second pari passu, Third pari passu mortgage/charge on the
Company's immovable properties including the lands, buildings
and fixed plant and machinery etc. in respect of the Company's
units/projects at Silvassa, Dadra Nagar and Haveli.
Pg 14
c) Second pari-assu, Third pari passu
mortgage/hypothecation/charge on industrial land and movable
fixed assets of the Borrower location at Plot No. D-2, SIPCOT
 Industrial Park. Chennai
…
12. TO NOTE FUND BASED WORKING CAPITAL TERM LOAN
SANCTION BY BANK OF INDIA
The Chairman placed before the Board, the sanction letter dated 26 th
March, 2021 from Bank of India, Andheri Large Corporate Branch,
Mumbai 400058 regarding sanction of fund based working capital term
loan (WCTL) under GECL 2.0 as under:
…
8. - Minutes of Meeting of the Independent Directors of Visen Industries
Limited held on March 31st, 2021.
9. - Minutes of Meeting of the Corporate Social Responsibility
Committee of Visen Industries Limited held on March 31st, 2021.
10. - Minutes of Meeting of the Nomination and Remuneration Committee
of Visen Industries Limited held on March 31st, 2021.