Professional Documents
Culture Documents
Datasoft: Datasoft Application Software (India) Limited
Datasoft: Datasoft Application Software (India) Limited
CIN: L72200MH1992PLC067032
Thanking you.
Yours Faithfully,
For Datasoft Application Software (India) Limited
Encl: As above
RO: 2nd Floor, Apeejay Business Centre, Apeejay House 3, Dinshaw Vacha Road, Churchgate, Mumbai – 400 020
Tel: +91.9790919015 • Email: nandamrao@polymatech.in
DATASOFT DATASOFT APPLICATION SOFTWARE (INDIA) LIMITED
CIN: L72200MH1992PLC067032
SPECIAL BUSINESS:
To consider and if thought fit, to pass with or without modification the following
resolution as an Ordinary Resolution:
RESOLVED THAT, pursuant to the provisions of Section 152 and other applicable
provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies
(Appointment and Qualification of Directors) Rules, 2014 (including any statutory
modification(s) or re-enactment(s) thereof, for the time being in force), Mr.Eswara
Rao Nandam (DIN:02220039), who was appointed as an Additional Director of the
Company in terms of Section 161 of the Act and Articles of Association of the
Company, whose term of office expires at the ensuing Annual General Meeting
and who qualifies for being appointed as Director and in respect of whom the
Board has proposed his candidature for the office of Director, be and is hereby
appointed as a Director of the Company, liable to retire by rotation.
RESOLVED FURTHER THAT, the Board of Directors of the Company be and is hereby
authorised to do all acts and take all such steps as may be necessary, proper or
expedient to give effect to this resolution.
To consider and if thought fit, to pass with or without modification the following
resolution as an Ordinary Resolution:
RO: 2nd Floor, Apeejay Business Centre, Apeejay House 3, Dinshaw Vacha Road, Churchgate, Mumbai – 400 020
RESOLVED THAT, pursuant to the provisions of Section 152 and other applicable
provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies
(Appointment and Qualification of Directors) Rules, 2014 (including any statutory
modification(s) or re-enactment(s) thereof, for the time being in force), Mrs. Uma
Nandam (DIN:02220048), who was appointed as an Additional Director of the
Company in terms of Section 161 of the Act and Articles of Association of the
Company, whose term of office expires at the ensuing Annual General Meeting
and who qualifies for being appointed as Director and in respect of whom the
board has proposed her candidature for the office of Director, be and is hereby
appointed as a Director of the Company, liable to retire by rotation.
RESOLVED FURTHER THAT, the Board of Directors of the Company be and is hereby
authorised to do all acts and take all such steps as may be necessary, proper or
expedient to give effect to this resolution.
To consider and if thought fit, to pass with or without modification the following
resolution as an Ordinary Resolution:
RESOLVED THAT, pursuant to the provisions of Sections 149, 150, 152, 178 and any
other applicable provisions of the Companies Act, 2013 and the rules made
thereunder (including any statutory modification(s) or re-enactment thereof for
the time being in force) read with Schedule IV to the Companies Act, 2013 thereto,
Regulation 17 of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended from time to time,
and such other necessary approval(s), consent(s) or permission(s), as may be
required, if any, Mr. Hidenobu Hitotsumatsu (DIN:08320813), whose appointment
was recommended by the Nomination and Remuneration Committee and
confirmed by the Board of Directors as an Additional Director in the category of
"Non-Executive Independent Director", in its meeting held on 17th January, 2022
under section 161 of the Companies Act, 2013 and who holds office until the date
of General Meeting in terms of Section 161 of the Companies Act, 2013, who has
submitted a declaration that he meets the criteria for independence as provided
in Section 149(6) of the Act read with the Companies (Appointment and
Qualification of Directors) Rules, 2014 and Listing Regulations and in respect of
whom the Company has received a Notice in writing under Section 160 of the Act
RO: 2nd Floor, Apeejay Business Centre, Apeejay House 3, Dinshaw Vacha Road, Churchgate, Mumbai – 400 020
from a member proposing his candidature for the office of Director be and is
hereby appointed as an Independent Director of the Company, for a term up to
five (5) consecutive years commencing from 17th January, 2022 and his office shall
not be liable to retire by rotation.
RESOLVED FURTHER THAT, the Board of Directors of the Company be and is hereby
authorised to do all acts and take all such steps as may be necessary, proper, or
expedient to give effect to this resolution.
To consider and if thought fit, to pass with or without modification the following
resolution as an Ordinary Resolution:
RESOLVED THAT, pursuant to the provisions of Sections 149, 150, 152, 178 and any
other applicable provisions of the Companies Act, 2013 and the rules made
thereunder (including any statutory modification(s) or re-enactment thereof for
the time being in force) read with Schedule IV to the Companies Act, 2013 thereto,
Regulation 17 of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended from time to time,
and such other necessary approval(s), consent(s) or permission(s), as may be
required, if any, Ms Rapala Virtanen Tarja Hannele (DIN: 09528399), whose
appointment was recommended by the Nomination and Remuneration Committee
and confirmed by the Board of Directors as an Additional Director in the category
of "Non-Executive Independent Director", in its meeting held on 12th March, 2022
under section 161 of the Companies Act, 2013 and who holds office until the date
of General Meeting in terms of Section 161 of the Companies Act, 2013, who has
submitted a declaration that she meets the criteria for independence as provided
in Section 149(6) of the Act read with the Companies (Appointment and
Qualification of Directors) Rules, 2014 and Listing Regulations and in respect of
whom the Company has received a Notice in writing under Section 160 of the Act
from a member proposing her candidature for the office of Director be and is
hereby appointed as an Independent Director of the Company, for a term up to
five (5) consecutive years commencing from 12th March, 2022 and her office shall
not be liable to retire by rotation.
RO: 2nd Floor, Apeejay Business Centre, Apeejay House 3, Dinshaw Vacha Road, Churchgate, Mumbai – 400 020
RESOLVED FURTHER THAT, the Board of Directors of the Company be and is hereby
authorised to do all acts and take all such steps as may be necessary, proper or
expedient to give effect to this resolution.
To consider and if thought fit, to pass with or without modification the following
resolution as an Ordinary Resolution:
RESOLVED FURTHER THAT, the Board of Directors of the Company be and is hereby
authorised to do all acts and take all such steps as may be necessary, proper or
expedient to give effect to this resolution.
To consider and if thought fit, to pass with or without modifications, the following
resolution as an Ordinary Resolution:
RESOLVED THAT, pursuant to Section 139(8) and other applicable provisions, if any,
of the Companies Act, 2013, as amended from time to time (including any statutory
RO: 2nd Floor, Apeejay Business Centre, Apeejay House 3, Dinshaw Vacha Road, Churchgate, Mumbai – 400 020
FURTHER RESOLVED THAT, M/s. Ramraj & Co, Chartered Accountants (FRN: 002839S),
Chennai, shall hold office as the statutory Auditors of the Company for a period
up to the conclusion of the next Annual General Meeting and they shall conduct
the statutory audit of the accounts of the company for the financial year 2021-2022
at such remuneration as may be fixed by the Board of Directors, on the
recommendation of the Audit Committee in consultation with the Auditor.
RESOLVED FURTHER THAT, the Board of Directors of the Company be and is hereby
authorised to do all acts and take all such steps as may be necessary, proper or
expedient to give effect to this resolution.
To consider and if thought fit, to pass with or without modifications, the following
resolution as a Special Resolution:
RO: 2nd Floor, Apeejay Business Centre, Apeejay House 3, Dinshaw Vacha Road, Churchgate, Mumbai – 400 020
RESOLVED FURTHER THAT, the Board of Directors of the Company be and is hereby
authorised to do all acts and take all such steps as may be necessary, proper or
expedient to give effect to this resolution.”
To consider and if thought fit, to pass with or without modifications, the following
resolution as a Special Resolution:
RESOLVED THAT, pursuant to the provisions of Section 13(4) and other applicable
provisions, if any, of the Companies Act, 2013 read with Rule 30 of the Companies
(Incorporation) Rules, 2014 as amended from time to time and subject to the
approval of the Regional Director, Western Region, Mumbai , the consent of the
members of the Company be and is hereby accorded to alter the Memorandum of
Association to change the place of registered office of the Company from the state
of Maharashtra to the State of Tamil Nadu.
“II. The Registered Office of the Company will be situated in the State of Tamil
Nadu”
FURTHER RESOLVED THAT, Mr. Eswara Rao Nandam (DIN-02220039), Director and/or
any other Director of the Company be and is hereby authorised to sign the
application, affidavits and such other documents as may be necessary in relation
RO: 2nd Floor, Apeejay Business Centre, Apeejay House 3, Dinshaw Vacha Road, Churchgate, Mumbai – 400 020
FURTHER RESOLVED THAT, for the purpose of giving effect to this resolution, the
Board of Directors of the Company be and is hereby authorised to do all such acts,
deeds, matters and things as it may in its absolute discretion deem necessary or
desirable for and on behalf of the Company.
Managing Director
DIN: 02220039
Place: Chennai
RO: 2nd Floor, Apeejay Business Centre, Apeejay House 3, Dinshaw Vacha Road, Churchgate, Mumbai – 400 020
NOTES:
1. For the purpose of the Companies Act, 2013 (“Act”), the proceedings of the meeting shall
be deemed to take place at Hot Desk, 2nd Floor, Apeejay Business Centre, Apeejay House
3, Dinshaw Vacha Road, Churchgate, Mumbai-400020 on Friday, 15th April, 2022 at 10.00
A.M. (IST).
2. The Explanatory Statement pursuant to the provisions of Section 102 of the Act, setting
out material facts in respect of the item nos. 1, 2, 3, 4, 5, 6, 7 & 8 is furnished as an
annexure to the Notice.
3. In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs (“MCA”)
has vide General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020
dated April 13, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No.
33/2020 dated September 28, 2020, General Circular 39/2020 dated December 31, 2020 ,
General Circular No. 10/2021 dated June 23, 2021 and General Circular 20/2021 dated
December 08, 2021 (hereinafter collectively referred to as ‘MCA Circulars’) has permitted
the holding of the general meetings through VC / OAVM, without the physical presence of
the Members at a common venue. In compliance with the provisions of the Companies
Act, 2013 (“Act”) and MCA Circulars, the EGM of the Company is being held through VC /
OAVM.
4. Pursuant to the provisions of Section 105 of the Act, a Member entitled to attend and
vote at the EGM is entitled to appoint a proxy to attend and vote on his/her behalf and
the proxy need not be a Member of the Company. Since this EGM is being held pursuant
to the MCA Circulars through VC / OAVM, physical attendance of Members has been
dispensed with. Accordingly, the facility for appointment of proxies by the Members will
not be available for the EGM and hence the Proxy Form and Attendance Slip are not
annexed to this Notice.
5. Since the EGM will be held through VC / OAVM, the Route Map is not annexed to this
Notice.
6. Members attending the AGM through VC/OAVM shall be reckoned for the purpose of
quorum for the AGM as per Section 103 of the Companies Act, 2013 (Act).
7. Institutional / Corporate Shareholders (i.e. other than individuals / NRI, etc.) are required
to send a scanned copy (PDF/JPG Format) of its Board or governing body
resolution/authorization etc., authorizing its representative to attend the EGM through
VC / OAVM on its behalf and to vote through remote e-voting. The said
resolution/authorization shall be sent to the Company by email through its registered
email address to nandamrao@polymatech.in
RO: 2nd Floor, Apeejay Business Centre, Apeejay House 3, Dinshaw Vacha Road, Churchgate, Mumbai – 400 020
Tel: +91.9790919015 • Email: nandamrao@polymatech.in
DATASOFT DATASOFT APPLICATION SOFTWARE (INDIA) LIMITED
CIN: L72200MH1992PLC067032
8. In case of joint holders, the Member whose name appears as the first holder in the order
of names as per the Register of Members of the Company will be entitled to vote at the
EGM.
9. Company has provided Members, e-voting facility to exercise their right to vote at the
EGM by electronic means. The Instructions for e-voting & attending the Extraordinary
General Meeting via electronic means are explained in detail in point no. 25 & 26.
10. The remote e-voting period begins on Tuesday, April 12, 2022 (9:00 a.m. I.S.T) and ends
on Thursday, April 14, 2022 (5:00 p.m. I.S.T). During this period, shareholders of the
Company, holding shares either in physical form or in dematerialized form, as on the cut-
off date Friday, April 08, 2022 may cast their vote electronically. The remote e-voting
module shall be disabled by LIIPL for voting thereafter.
11. Register of Members and Share Transfer Register will be closed from Saturday, April 09,
2022 to Friday, April 15, 2022, (both days inclusive).
12. Members who have not registered their e-mail addresses are requested to register the
same with the Company’s Registrars and Transfer Agents / Depository Participant(s) for
sending future communication(s) in electronic form. The email addresses can be
registered with the Depository Participant (“DP”) in case the shares are held in electronic
form and with the Registrar and Transfer Agent of the Company (“RTA”) in case the
shares are held in physical form.
b. In case the shareholder has not registered his/her/their email address with the
Company/its RTA/Depositories and or not updated the Bank Account mandate, the
following instructions to be followed:
i. Kindly login to the website of the RTA, namely, Link Intime India Private Ltd.,
www.linkintime.co.in under Investor Services > Email/Bank detail
Registration - fill in the details and upload the required documents and
submit. OR
ii. In the case of Shares held in Demat mode: The shareholder may please
contact the Depository Participant (“DP”) and register the email address and
bank account details in the demat account as per the process followed and
RO: 2nd Floor, Apeejay Business Centre, Apeejay House 3, Dinshaw Vacha Road, Churchgate, Mumbai – 400 020
Tel: +91.9790919015 • Email: nandamrao@polymatech.in
DATASOFT DATASOFT APPLICATION SOFTWARE (INDIA) LIMITED
CIN: L72200MH1992PLC067032
iii. Alternatively, Members may send an e-mail request to the email id:
enotices@linkintime.co.in along with scanned copy of the signed request
letter providing the email address, mobile number, self-attested PAN copy
and Client Master Copy in case of electronic folio and copy of share
certificate in the case of physical folio.
13. Members who would like to express their views/ ask questions during the EGM may
register themselves as a speaker by sending their request latest by Monday, April 11, 2022
up to 05:00 p.m., mentioning their name, demat account number/folio number, email id,
mobile number at nandamrao@polymatech.in
14. Those Members who have registered themselves as a speaker will only be allowed to
express their views/ask questions during the EGM. The Company reserves the right to
restrict the number of questions and number of speakers depending upon the availability
of time, for smooth conduct of the EGM.
15. The Company has also provided the facility to the Members to ask questions to the
panelist via active chat-board during the EGM and the same would be responded by the
Company appropriately.
16. As per the MCA Circulars, the Notice of the EGM has been sent through electronic mode
to only those Members whose email IDs are registered with the RTA/ DP. Further update,
if any, will be provided on the website of the Company http://www.polydatasoft.com/
17. In line with the MCA Circulars, the Notice calling the EGM has been uploaded on the
website of the Company at http://www.polydatasoft.com/. The Notice can also be
accessed from the website of Link Intime India Private Limited (agency for providing the
Remote e-Voting facility) i.e. https://instavote.linkintime.co.in
18. All documents referred to in the Notice calling the EGM and the Explanatory Statement
are available with the Company for inspection by the Members up to the date of this
meeting. The same will be shared with the Members on receipt of request.
19. Non-Resident Indian Members are requested to inform the Company’s RTA, immediately
of any change in their residential status on return to India for permanent settlement,
their bank account maintained in India with complete name, branch, account type,
account number and address of the bank with Pin Code, IFSC and MICR Code, as
applicable if such details were not furnished earlier.
RO: 2nd Floor, Apeejay Business Centre, Apeejay House 3, Dinshaw Vacha Road, Churchgate, Mumbai – 400 020
Tel: +91.9790919015 • Email: nandamrao@polymatech.in
DATASOFT DATASOFT APPLICATION SOFTWARE (INDIA) LIMITED
CIN: L72200MH1992PLC067032
20. Members holding shares in physical form are requested to notify immediately changes, if
any, in their address or bank mandate to the Company/Registrar & Share Transfer Agents
(RTA) i.e. Link Intime India Private Limited (“LIIPL”) quoting their Folio Number and Bank
Account Details along with self-attested documentary proofs. Members holding shares in
the dematerialized (electronic) form may update such details with their respective
Depository Participants. The Company or its Registrars cannot act on any request
received directly from the shareholders holding shares in electronic form for any change
of bank particulars or bank mandates. Such changes are to be advised only to the
Depository Participant of the shareholders.
22. The Board has appointed Mr. A.Kumar Reddy, Company Secretary in Practice, as the
Scrutinizer to scrutinize the process of e-voting and voting through poll in a fair and
transparent manner.
23. The Scrutinizer shall, immediately after the conclusion of e-voting at the EGM, unblock
the votes cast through remote e-voting and make, not exceeding 3 days of conclusion of
the meeting, a consolidated Scrutinizer Report of the total votes cast in favour or
against, if any, to the Chairman or a person authorised by him in writing, who shall
countersign the same and declare the results accordingly.
24. The Results declared along with the Scrutinizer’s Report shall be placed on the website of
the Company at http://www.polydatasoft.com/ and on the website of Link Intime India
Private Limited at https://instavote.linkintime.co.in immediately after the declaration
of Results by the Chairman or any person authorized by him in writing.
25. The Instructions for e-voting & attending the Extraordinary General Meeting via
electronic means are details as follows:
a. In compliance with Section 108 of the Act, read with the corresponding rules, the
Company has provided a facility to its Members to exercise their votes
electronically through the electronic voting (“e-voting”) facility provided by Link
Intime India Pvt. Ltd. (LIIPL). The manner of voting remotely is provided in the
instructions for e-voting section which forms part of this Notice.
b. The attendance of the Members attending the EGM through VC/OAVM will be
RO: 2nd Floor, Apeejay Business Centre, Apeejay House 3, Dinshaw Vacha Road, Churchgate, Mumbai – 400 020
Tel: +91.9790919015 • Email: nandamrao@polymatech.in
DATASOFT DATASOFT APPLICATION SOFTWARE (INDIA) LIMITED
CIN: L72200MH1992PLC067032
counted for the purpose of reckoning the quorum under Section 103 of the
Companies Act, 2013.
c. The Members can join the EGM in the VC/OAVM mode 15 minutes before and after
the scheduled time of the commencement of the Meeting by following the
procedure mentioned in the Notice. The facility of participation at the EGM
through VC / OAVM will be made available for 1,000 Members on first come first
served basis. This will be in addition to large shareholders (shareholders holding
2% or more shareholding), Promoters, Institutional Investors, Directors, Key
Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and
Remuneration Committee and Stakeholders’ Relationship Committee, Auditors etc.
who are allowed to attend the EGM without restriction on account of first come
first served basis.
The Members who have cast their vote by remote e-voting prior to EGM may also
attend the EGM, but shall not be entitled to cast their vote again. During the
voting period, Members can login to LIIPL’s e-voting platform any number of times
till they have voted on the resolution. Once the vote on a resolution is casted by a
Member, whether partially or otherwise, the Member shall not be allowed to
change it subsequently or cast the vote again.
The Members whose names appear in the Register of Members / List of Beneficial
Owners as on Friday, April 08, 2022 are entitled to vote on resolution set forth in
the Notice. Eligible Members who have acquired shares after sending the Notice
electronically and holding shares as on the cut-off date may approach the
Company for issuance of the User Id and Password for exercising their right to
vote by electronic means.
a. The remote e-voting period begins on Tuesday, April 12, 2022 at 9.00 A.M. (IST)
and ends on Thursday, April 14, 2022 at 5.00 P.M. (IST). The remote e-voting
module shall be disabled by Link Intime India Private Limited for voting
thereafter. A person who is not a Member as on the cut-off date shall treat this
notice for information purpose only.
RO: 2nd Floor, Apeejay Business Centre, Apeejay House 3, Dinshaw Vacha Road, Churchgate, Mumbai – 400 020
Tel: +91.9790919015 • Email: nandamrao@polymatech.in
DATASOFT DATASOFT APPLICATION SOFTWARE (INDIA) LIMITED
CIN: L72200MH1992PLC067032
b. 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. Friday, April 08,
2022. A person whose name is recorded in the Register of Members maintained by
Registrar and Share Transfer Agent or in the Register of Beneficial Owners
maintained by the depositories as on the cut-off date shall be entitled to avail the
facility of e-voting.
c. Any person, who acquires shares of the Company and becomes a Member of the
Company after dispatch of the Notice and holds shares as on the cut-off date i.e.,
Friday, April 08, 2022, may obtain the Login Id and Password by following
instructions mentioned below.
d. Shareholders who have already voted electronically prior to the meeting date
would not be entitled to vote again.
f. Shareholders are advised to update their mobile number and email Id in their
demat accounts to access e-Voting facility.
A. Individual • If you are already registered for NSDL IDeAS facility, please
Shareholder visit the e-Services website of NSDL. Open web browser by
s holding typing the following URL: https://eservices.nsdl.com
securities in either on a Personal Computer or on a mobile. Once the
demat mode home page of e- Services is launched, click on the
with NSDL “Beneficial Owner” icon under “Login” which is available
under ‘IDeAS’ section. A new screen will open. You will
have to enter your User ID and Password.
RO: 2nd Floor, Apeejay Business Centre, Apeejay House 3, Dinshaw Vacha Road, Churchgate, Mumbai – 400 020
Tel: +91.9790919015 • Email: nandamrao@polymatech.in
DATASOFT DATASOFT APPLICATION SOFTWARE (INDIA) LIMITED
CIN: L72200MH1992PLC067032
• A new screen will open. You will have to enter your User ID
(i.e. your sixteen digit demat account number hold with
NSDL), Password/OTP and a Verification Code as shown on
the screen. After successful authentication, you will be
redirected to NSDL Depository site wherein you can see e-
Voting page. Click on company name or e-Voting service
provider name and you will be redirected to e- Voting
service provider website for casting your vote during the
remote e-Voting period or joining virtual meeting & voting
during the meeting.
RO: 2nd Floor, Apeejay Business Centre, Apeejay House 3, Dinshaw Vacha Road, Churchgate, Mumbai – 400 020
Tel: +91.9790919015 • Email: nandamrao@polymatech.in
DATASOFT DATASOFT APPLICATION SOFTWARE (INDIA) LIMITED
CIN: L72200MH1992PLC067032
B. Individual • Existing user of who have opted for Easi / Easiest, they can
Shareholders login through their user id and password. Option will be
holding made available to reach e-Voting page without any further
securities in authentication. The URL for users to login to Easi / Easiest
demat mode are https://web.cdslindia.com/myeasi/home/login or
with CDSL www.cdslindia.com and click on New System Myeasi.
C. Individual • You can also login using the login credentials of your
Shareholders demat account through your Depository Participant
(holding registered with NSDL/CDSL for e-Voting facility.
securities in
demat mode) • Once login, you will be able to see e-Voting option. Once
& login you click on e-Voting option, you will be redirected to
through their NSDL/CDSL Depository site after successful authentication,
depository wherein you can see e-Voting feature. Click on company
participants name or e-Voting service provider name and you will be
redirected to e-Voting service provider website for casting
your vote during the remote e-Voting period or joining
virtual meeting & voting during the meeting.
D. Individual
Shareholders 1. Open the internet browser and launch the URL:
holding https://instavote.linkintime.co.in
RO: 2nd Floor, Apeejay Business Centre, Apeejay House 3, Dinshaw Vacha Road, Churchgate, Mumbai – 400 020
Tel: +91.9790919015 • Email: nandamrao@polymatech.in
DATASOFT DATASOFT APPLICATION SOFTWARE (INDIA) LIMITED
CIN: L72200MH1992PLC067032
securities in Click on “Sign Up” under ‘SHARE HOLDER’ tab and register
Physical with your following details: -
mode &
A. User ID: Shareholders/ members holding shares in
evoting
physical form shall provide Event No + Folio Number
service
Provider is registered with the Company.
LINKINTIME. B. PAN: Enter your 10-digit Permanent Account Number
(PAN) (Members who have not updated their PAN
with the Depository Participant (DP)/ Company shall
use the sequence number provided to you, if
applicable.
C. DOB/DOI: Enter the Date of Birth (DOB) / Date of
Incorporation (DOI) (As recorded with your DP /
Company- in DD/MM/YYYY format)
D. Bank Account Number: Enter your Bank Account
Number (last four digits), as recorded with your
DP/Company.
Shareholders/ members holding shares in physical form
but have not recorded ‘C’ and ‘D’, shall provide their Folio
number in ‘D’ above
Set the password of your choice (The password should
contain minimum 8 characters, at least one special
Character (@!#$&*), at least one numeral, at least one
alphabet and at least one capital letter).
Click “confirm” (Your password is now generated).
RO: 2nd Floor, Apeejay Business Centre, Apeejay House 3, Dinshaw Vacha Road, Churchgate, Mumbai – 400 020
Tel: +91.9790919015 • Email: nandamrao@polymatech.in
DATASOFT DATASOFT APPLICATION SOFTWARE (INDIA) LIMITED
CIN: L72200MH1992PLC067032
E. Institutional shareholders:
Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are
required to log on the e-voting system of LIIPL at https://instavote.linkintime.co.in and
register themselves as ‘Custodian / Mutual Fund / Corporate Body’. They are also
required to upload a scanned certified true copy of the board resolution /authority
letter/power of attorney etc. together with attested specimen signature of the duly
authorised representative(s) in PDF format in the ‘Custodian / Mutual Fund / Corporate
Body’ login for the Scrutinizer to verify the same.
Ø Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’
Ø Enter User ID, select Mode and Enter Image Verification (CAPTCHA) Code and Click
on ‘Submit’.
Ø In case shareholders/ members is having valid email address, Password will be sent
to his / her registered e-mail address.
Ø Shareholders/ members can set the password of his/her choice by providing the
information about the particulars of the Security Question and Answer, PAN, DOB/DOI,
Bank Account Number (last four digits) etc. as mentioned above.
Ø The password should contain minimum 8 characters, at least one special character
(@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.
G. Individual Shareholders holding securities in demat mode with NSDL/ CDSL have
forgotten the password:
Ø Shareholders/ members who are unable to retrieve User ID/ Password are advised to
use Forget User ID and Forget Password option available at abovementioned
depository/ depository participant’s website.
Ø It is strongly recommended not to share your password with any other person and
take utmost care to keep your password confidential.
Ø For shareholders/ members holding shares in physical form, the details can be used
only for voting on the resolutions contained in this Notice.
Ø During the voting period, shareholders/ members can login any number of time till
they have voted on the resolution(s) for a particular “Event”.
26. A. PROCESS AND MANNER FOR ATTENDING THE EXTRA-ORDINARY GENERAL MEETING
(EGM) THROUGH INSTAMEET:
RO: 2nd Floor, Apeejay Business Centre, Apeejay House 3, Dinshaw Vacha Road, Churchgate, Mumbai – 400 020
Tel: +91.9790919015 • Email: nandamrao@polymatech.in
DATASOFT DATASOFT APPLICATION SOFTWARE (INDIA) LIMITED
CIN: L72200MH1992PLC067032
A. Demat Account No. or Folio No.: Enter your 16 digit Demat Account No. or Folio
No.
B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Members who have
not updated their PAN with the Depository Participant (DP)/Company shall use the
sequence number provided to you, if applicable.
D. Email ID: Enter your email id, as recorded with your DP/Company.
iii. Click “Go to Meeting” (You are now registered for InstaMeet and your attendance
is marked for the meeting).
iv. Please refer the instructions (appendix) for the software requirements and kindly
ensure to install the same on the device which would be used to attend the
meeting. Please read the instructions carefully and participate in the meeting.
You may also contact at email: instameet@linkintime.co.in or Tel: 022-
49186175 for any support on the dedicated number provided to you in the
instruction/ InstaMEET website.
i. Members will get confirmation on first cum first basis depending upon the
provision made by the client.
ii. Members will receive “speaking serial number” once they mark attendance for
the meeting.
iii. Other shareholders may ask questions to the panelist, via active chat-board
during the meeting.
RO: 2nd Floor, Apeejay Business Centre, Apeejay House 3, Dinshaw Vacha Road, Churchgate, Mumbai – 400 020
Tel: +91.9790919015 • Email: nandamrao@polymatech.in
DATASOFT DATASOFT APPLICATION SOFTWARE (INDIA) LIMITED
CIN: L72200MH1992PLC067032
iv. Please remember speaking serial number and start your conversation with
panelist by switching on video mode and audio of your device; and
v. Speaker shareholder will be allowed to ask question within specified time
frame
Once the electronic voting is activated by the scrutinizer/ moderator during the
meeting, shareholders/ members who have not exercised their vote through the
remote e-voting can cast the vote as under:
i. On the Shareholders VC page, click on the link for e-Voting “Cast your vote”
ii. Enter your 16 digit Demat Account No. / Folio No. and OTP (received on the
registered mobile number/ registered email Id) received during registration for
InstaMEET and click on ‘Submit’.
iii. After successful login, you will see “Resolution Description” and against the
same the option “Favour/ Against” for voting.
iv. Cast your vote by selecting appropriate option i.e. “Favour/Against” as desired.
Enter the number of shares (which represents no. of votes) as on the cut-off
date under ‘Favour/Against’.
v. After selecting the appropriate option i.e. Favour/ Against as desired and you
have decided to vote, click on “Save”. A confirmation box will be displayed. If
you wish to confirm your vote, click on “Confirm”, else to change your vote,
click on “Back” and accordingly modify your vote.
vi. Once you confirm your vote on the resolution, you will not be allowed to
modify or change your vote subsequently.
Note: Shareholders/ Members, who will be present in the EGM through InstaMeet
facility and have not casted their vote on the Resolution through remote e-Voting
and are otherwise not barred from doing so, shall be eligible to vote through e-
Voting facility during the meeting. Shareholders/ Members who have voted through
Remote e-Voting prior to the EGM will be eligible to attend/ participate in the EGM
through InstaMeet. However, they will not be eligible to vote again during the
meeting.
Shareholders/ Members are encouraged to join the Meeting through Tablets/ Laptops
connected through broadband for better experience.
RO: 2nd Floor, Apeejay Business Centre, Apeejay House 3, Dinshaw Vacha Road, Churchgate, Mumbai – 400 020
Tel: +91.9790919015 • Email: nandamrao@polymatech.in
DATASOFT DATASOFT APPLICATION SOFTWARE (INDIA) LIMITED
CIN: L72200MH1992PLC067032
Shareholders/ Members are required to use Internet with a good speed (preferably 2
MBPS download stream) to avoid any disturbance during the meeting.
Please note that Shareholders/ Members connecting from Mobile Devices or Tablets
or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss
due to fluctuation in their network. It is therefore recommended to use stable Wi-FI
or LAN connection to mitigate any kind of aforesaid glitches.
In case shareholders/ members have any queries regarding login/ e-voting, they may
send an email to instameet@linkintime.co.in or contact on: - Tel: 022-49186175.
D. GUIDELINES TO ATTEND THE EGM PROCEEDINGS OF LINK INTIME INDIA PVT. LTD.:
INSTAMEET
For a smooth experience of viewing the EGM proceedings of Link Intime India Pvt.
Ltd. InstaMEET, Shareholders/ Members who are registered as speakers for the event
are requested to download and install the Webex application in advance by
following the instructions given in point (ii).
i. Process for joining the meeting without downloading & installing the
Webex application
RO: 2nd Floor, Apeejay Business Centre, Apeejay House 3, Dinshaw Vacha Road, Churchgate, Mumbai – 400 020
Tel: +91.9790919015 • Email: nandamrao@polymatech.in
DATASOFT DATASOFT APPLICATION SOFTWARE (INDIA) LIMITED
CIN: L72200MH1992PLC067032
ii. Process for joining the meeting using the Webex application
Please download and install the Webex application by clicking on the link
https://www.webex.com/downloads.html/
RO: 2nd Floor, Apeejay Business Centre, Apeejay House 3, Dinshaw Vacha Road, Churchgate, Mumbai – 400 020
Tel: +91.9790919015 • Email: nandamrao@polymatech.in
DATASOFT DATASOFT APPLICATION SOFTWARE (INDIA) LIMITED
CIN: L72200MH1992PLC067032
Step 1 Enter your First Name, Last Name and Email ID and click on Join
Now.
1 (A) If you have already installed the Webex application on your
device, join the meeting by clicking on Join Now
RO: 2nd Floor, Apeejay Business Centre, Apeejay House 3, Dinshaw Vacha Road, Churchgate, Mumbai – 400 020
Tel: +91.9790919015 • Email: nandamrao@polymatech.in
DATASOFT DATASOFT APPLICATION SOFTWARE (INDIA) LIMITED
CIN: L72200MH1992PLC067032
In case shareholders/ members holding securities in demat mode have any technical
issues related to login through Depository i.e. NSDL/ CDSL, they may contact the
respective helpdesk given below:
RO: 2nd Floor, Apeejay Business Centre, Apeejay House 3, Dinshaw Vacha Road, Churchgate, Mumbai – 400 020
Tel: +91.9790919015 • Email: nandamrao@polymatech.in
DATASOFT DATASOFT APPLICATION SOFTWARE (INDIA) LIMITED
CIN: L72200MH1992PLC067032
RO: 2nd Floor, Apeejay Business Centre, Apeejay House 3, Dinshaw Vacha Road, Churchgate, Mumbai – 400 020
Tel: +91.9790919015 • Email: nandamrao@polymatech.in
DATASOFT DATASOFT APPLICATION SOFTWARE (INDIA) LIMITED
CIN: L72200MH1992PLC067032
The Board of Directors pursuant to the provisions of Section 161 of the Companies Act,
2013 and the Articles of Association of the Company has appointed Mr. Eswara Rao
Nandam (DIN:02220039), as an Additional Director with effect from 17th January 2022. Mr.
Eswara Rao Nandam (DIN:02220039), is an Executive Director on the Board of the Company.
Mr. Eswara Rao Nandam possesses appropriate skills, experience and knowledge in the
field of Management & Electronics. Brief resume of Mr. Eswara Rao Nandam, nature of
his expertise in specific functional areas and names of the Companies in which he holds
directorships and memberships / chairperson of the Board / Committees and shareholding
are provided in the Annexure I.
In the opinion of the Board, Mr. Eswara Rao Nandam fulfills the conditions specified in
the Act and rules made thereunder for his appointment as Executive Director of the
Company. Keeping in view of his experience and knowledge, the Board considers that his
association would be of immense benefit to the Company, and it is desirable to continue
to avail the services of Mr. Eswara Rao Nandam as Executive Director.
Save and except Mr. Eswara Rao Nandam and his relatives to the extent their shareholding
in the Company, none of the Directors and Key Managerial Personnel of the Company and
their relatives is concerned or interested, financially or otherwise, in the resolution set
out at item No. 1.
The Board of Directors pursuant to the provisions of Section 161 of the Companies Act,
2013 and the Articles of Association of the Company has appointed Ms. Uma Nandam
(DIN:02220048), as an Additional Director with effect from 17th January 2022. Ms. Uma
Nandam (DIN:02220048), is an Executive Director on the Board of the Company.
RO: 2nd Floor, Apeejay Business Centre, Apeejay House 3, Dinshaw Vacha Road, Churchgate, Mumbai – 400 020
Ms. Uma Nandam possesses appropriate skills, experience and knowledge in the field of
Accounts. Brief resume of Ms. Uma Nandam, nature of her expertise in specific functional
areas and names of the Companies in which she holds directorships and memberships /
chairperson of the Board / Committees and shareholding are provided in the Annexure I.
In the opinion of the Board, Ms. Uma Nandam fulfills the conditions specified in the Act
and rules made thereunder for her appointment as Executive Director of the Company.
Keeping in view of his experience and knowledge, the Board considers that her
association would be of immense benefit to the Company and it is desirable to continue
to avail the services of Ms. Uma Nandam as Executive Director.
Save and except Ms. Uma Nandam and her relatives to the extent their shareholding in
the Company, none of the Directors and Key Managerial Personnel of the Company and
their relatives is concerned or interested, financially or otherwise, in the resolution set
out at item No. 2.
As per Schedule IV of the Companies Act, 2013 and the rules made thereunder ("the Act"),
the appointment of Independent Director (ID) shall be approved at the meeting of the
members. As per the provisions of Section 149(13) read with explanation to Section 152(6)
of the Act, the period of office of Independent Directors will not be liable to determination
by retirement of directors by rotation at the General Meeting.
As required under Section 160 of the Companies Act, 2013, a notice in writing has been
received from a member signifying his intention to propose the appointment of Mr.
Hidenobu Hitotsumatsu (DIN:08320813), as a Director of the Company. He meets the
RO: 2nd Floor, Apeejay Business Centre, Apeejay House 3, Dinshaw Vacha Road, Churchgate, Mumbai – 400 020
criteria of Independence as provided in Section 149(6) of the Act and is not disqualified
from being appointed as Director in terms of Section 164 of the Act and has given his
consent to act as Director. Mr. Hidenobu Hitotsumatsu is not debarred from holding the
office of director by virtue of any SEBI order or any other such authority.
In the opinion of the Board, he fulfils the conditions for appointment as Independent
Director as specified in the Act and Rules made thereunder and Listing Regulations and
is independent of the management. He possesses appropriate skills, experience and
knowledge. The details required as per the provisions of the Listing Regulations and
Secretarial Standard on General Meetings, issued by the Institute of Company Secretaries
of India have been provided in Annexure I. In compliance with the provision of Section
149 read with Schedule IV of the Companies Act, the appointment of Mr. Hidenobu
Hitotsumatsu as an Independent Director is now being placed before the members for
their approval.
Except Mr. Hidenobu Hitotsumatsu, the appointee and their relatives, none of the
Directors, Key Managerial Personnel of the Company or their relatives are in any way,
concerned or interested, financially or otherwise, in the proposed resolution.
RO: 2nd Floor, Apeejay Business Centre, Apeejay House 3, Dinshaw Vacha Road, Churchgate, Mumbai – 400 020
As per Schedule IV of the Companies Act, 2013 and the rules made thereunder ("the Act"),
the appointment of Independent Director (ID) shall be approved at the meeting of the
members. As per the provisions of Section 149(13) read with explanation to Section 152(6)
of the Act, the period of office of Independent Directors will not be liable to determination
by retirement of directors by rotation at the General Meeting.
As required under Section 160 of the Companies Act, 2013, a notice in writing has been
received from a member signifying his intention to propose the appointment of Ms Rapala
Virtanen Tarja Hannele (DIN: 09528399), as a Director of the Company. She meets the
criteria of Independence as provided in Section 149(6) of the Act and is not disqualified
from being appointed as Director in terms of Section 164 of the Act and has given his
consent to act as Director. Ms Rapala Virtanen Tarja Hannele is not debarred from holding
the office of director by virtue of any SEBI order or any other such authority.
In the opinion of the Board, she fulfils the conditions for appointment as Independent
Director as specified in the Act and Rules made thereunder and Listing Regulations and
is independent of the management. She possesses appropriate skills, experience and
knowledge. The details required as per the provisions of the Listing Regulations and
Secretarial Standard on General Meetings, issued by the Institute of Company Secretaries
of India have been provided in Annexure I. In compliance with the provision of Section
149 read with Schedule IV of the Companies Act, the appointment of Ms Rapala Virtanen
Tarja Hannele as an Independent Director is now being placed before the members for
their approval.
RO: 2nd Floor, Apeejay Business Centre, Apeejay House 3, Dinshaw Vacha Road, Churchgate, Mumbai – 400 020
Saturday, Sunday and Public holiday) till 14th April 2022. Your Board considers that the
Company will benefit from Ms Rapala Virtanen Tarja Hannele, her valuable experience,
knowledge and counsel. The resolution contained in item no. 4 of the accompanying
Notice, accordingly, seeks member's approval, as an Ordinary Resolution for appointment
of Ms Rapala Virtanen Tarja Hannele as an Independent Director on the Board of the
Company on the terms and conditions as specified.
Except Ms Rapala Virtanen Tarja Hannele, the appointee and their relatives, none of the
Directors, Key Managerial Personnel of the Company or their relatives are in any way,
concerned or interested, financially or otherwise, in the proposed resolution.
Mr. Eswara Rao Nandam (DIN:02220039), aged 52 years, appointed as an additional director
w.e.f. 17.01.2022, is having vast experience in the field of company management. He has
completed his Graduation in Electrical and Electronic Engineering and Post-Graduation in
Manufacturing Management from BITS Pilani. He has varied experience of around 30 years
in Manufacturing sectors including Automobiles, Electronics, Food Processing, Software
Development and Establishing Large Infrastructure Projects like Airports, Sea Ports, Mega
Cities, Hospitality Services and Financing Sectors etc.
Considering his knowledge of various aspects relating to the Company's affairs and long
business experience, the Board of Directors have approved and recommend that the
services of Mr. Eswara Rao Nandam should be availed by the Company for a period of Five
years from March 12, 2022 to March 11, 2027.
In terms of the provisions of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015, the Companies Act, and the Articles of Association of the Company,
and other laws as applicable, the Board of Directors have at their meeting held on March
12th, 2022, appointed him as Managing Director of the Company for a period of Five years
from March 12, 2022 to March 11, 2027.
RO: 2nd Floor, Apeejay Business Centre, Apeejay House 3, Dinshaw Vacha Road, Churchgate, Mumbai – 400 020
Keeping in view the financial position of the Company Mr. Eswara Rao Nandam has
expressed that Company may not pay him any Salary or perquisites. Company appreciates
his gesture and accepts his proposal. Accordingly, Company do not recommend any salary
/ perquisites to Mr. Eswara Rao Nandam. His other terms of office are as under.
Save and except Mr. Eswara Rao Nandam and his relatives to the extent their shareholding
in the Company, none of the Directors and Key Managerial Personnel of the Company and
their relatives is concerned or interested, financially or otherwise, in the resolution set
out at item No. 5.
The brief resume of the said Director, nature of his expertise in specific functional areas,
disclosure of relationships between directors, chairmanships/ directorships/memberships
of the committees of the Board of listed entities, his shareholding etc. are set-out in
Annexure I.
The Board of Directors of the Company in their meeting held on March 12, 2022 has
approved and recommended the appointment of M/s. Ramraj & Co, Chartered
Accountants (FRN: 002839S), Chennai as Statutory Auditors of the Company to fill the
casual vacancy caused by resignation of M/s Ambavat Jain & Associates LLP, Chartered
Accountants (Firm Reg. No.109681W), Mumbai.
The Audit Committee has recommended the appointment of M/s. Ramraj & Co,
Chartered Accountants (FRN: 002839S), Chennai as Statutory Auditors of the Company
to fill the casual vacancy caused by resignation of M/s Ambavat Jain & Associates LLP,
Chartered Accountants (Firm Reg. No.109681W), Mumbai.
RO: 2nd Floor, Apeejay Business Centre, Apeejay House 3, Dinshaw Vacha Road, Churchgate, Mumbai – 400 020
As M/s Ambavat Jain & Associates LLP, Chartered Accountants (Firm Reg. No.109681W),
Mumbai, has resigned on 04th March 2022 from the post of Statutory Auditor of the
company, The Board of Directors & the Audit Committee recommend and approved
that M/s. Ramraj & Co, Chartered Accountants (FRN: 002839S), Chennai will conduct
the audit of the accounts of the company as statutory auditors for the year ended
March 31, 2022.
The Company has obtained a written confirmation under section 139 of the Companies
Act, 2013 from M/s. Ramraj & Co, Chartered Accountants (FRN: 002839S), Chennai that
their appointment, if made, would be in conformity with the limits specified under
the Act.
The details of M/s. Ramraj & Co, Chartered Accountants (FRN: 002839S), Chennai as
required under Regulation 36(5) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 are provided in Annexure-I.
None of the Directors, Key Managerial Personnel of the Company or their relatives or
any of other officials of the Company is, in any way, financially or otherwise,
concerned or interested in the resolution.
The Board of Directors of the company has decided to diversify and expand the
business of the Company by venturing into the field of semi-conductors & electronics.
As the Board felt that, the business of trading, import, export or service of semi-
conductors, components and parts for electronic and electrical equipment of every
description including mobile phones, car and home appliances, multimedia equipment
and all other related services is a viable business in present business scenario, it is
proposed to amend the main objects clause of the Memorandum of Association of the
Company by replacing the existing sub-clause 1 with new objects as sub-clause 1 and
sub-clause 2 respectively as stated in the above proposed resolution in the notice.
Alteration of main objects clause in the memorandum of association requires approval
of shareholders by special resolution in the general meeting. Hence, the Board
proposes the above resolution for approval of shareholders. None of the Directors,
Key Managerial Personnel of the Company or their relatives or any of other officials
of the Company is, in any way, financially or otherwise, concerned or interested in the
resolution.
RO: 2nd Floor, Apeejay Business Centre, Apeejay House 3, Dinshaw Vacha Road, Churchgate, Mumbai – 400 020
As you all aware that, presently, the registered office of the Company is at Mumbai,
in the state of Maharashtra and the proposed new business of the company is going
to be carried out at Chennai, in the state of Tamil Nadu where the Company is looking
for a manufacturing unit and management of the Company is also residing at Chennai.
Hence, the Board of Directors of the Company has taken a decision to change the
place of Registered Office of the Company from the State of Maharashtra to the State
of Tamil Nadu to have effective control and co-ordination. Thus, the Board of Directors
of the Company has felt that, it is advantage to change the place of Registered Office
to Chennai, in the State of Tamil Nadu, to carry on the business more economically
and efficiently. Pursuant to Section 13(1) & 13(4) of the Companies Act, 2013, change in
place of Registered office of the Company from one state to another state requires
alteration of Memorandum of Association by passing a special resolution and approval
of the concerned Regional Director. Hence, this resolution for your consideration and
approval.
None of the Directors, Key Managerial Personnel of the Company or their relatives or
any of other officials of the Company is, in any way, financially or otherwise,
concerned or interested in the resolution.
Place: Chennai.
RO: 2nd Floor, Apeejay Business Centre, Apeejay House 3, Dinshaw Vacha Road, Churchgate, Mumbai – 400 020
(i) The brief resume of the Directors seeking regularization of their appointment
including nature of expertise in specific functional areas, disclosure of
relationships between directors, chairmanships/ directorships/memberships of
the committees of the Board of listed entities, shareholding etc. are given
below:
RO: 2nd Floor, Apeejay Business Centre, Apeejay House 3, Dinshaw Vacha Road, Churchgate, Mumbai – 400 020
Tel: +91.9790919015 • Email: nandamrao@polymatech.in
DATASOFT DATASOFT APPLICATION SOFTWARE (INDIA) LIMITED
CIN: L72200MH1992PLC067032
RO: 2nd Floor, Apeejay Business Centre, Apeejay House 3, Dinshaw Vacha Road, Churchgate, Mumbai – 400 020
Tel: +91.9790919015 • Email: nandamrao@polymatech.in
DATASOFT DATASOFT APPLICATION SOFTWARE (INDIA) LIMITED
CIN: L72200MH1992PLC067032
(ii) With reference to Item no.06 of Notice, the details of M/s. Ramraj & Co, Chartered
Accountants (FRN: 002839S), Chennai as required under Regulation 36(5) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are
given below:
RO: 2nd Floor, Apeejay Business Centre, Apeejay House 3, Dinshaw Vacha Road, Churchgate, Mumbai – 400 020
Tel: +91.9790919015 • Email: nandamrao@polymatech.in
DATASOFT DATASOFT APPLICATION SOFTWARE (INDIA) LIMITED
CIN: L72200MH1992PLC067032
RO: 2nd Floor, Apeejay Business Centre, Apeejay House 3, Dinshaw Vacha Road, Churchgate, Mumbai – 400 020
Tel: +91.9790919015 • Email: nandamrao@polymatech.in
Date: 21st March 2022
To To
BSE Limited National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor, Plot No. C/1
Dalal Street, Fort, Bandra Kurla Complex, Bandra (East),
Mumbai – 400 001 Mumbai‐ 400 051
Scrip Code: 526677 Symbol: DALALSTCOM
Subject.: Receipt of Listing and Trading Approval
Dear Sir/Madam,
In accordance with Regulation 30 of the SEBI (LODR) Regulations, this is to inform you that the
Company is in receipt of Final Listing approval from BSE Limited and National Stock Exchange of
India Limited for 41,44,662 equity shares of Rs. 1/‐ each allotted under the Preferential allotment
route to M/s. New Bonanza Impex Private Limited, a Promoter Group Entity.
In view of the above, the holding of the Promoter / Promoter Group stands increased to 39.99
percent of the equity share capital of the Company.
Kindly take the same on your records.
Thanking you,
Yours faithfully,
For DSJ Keep Learning Limited
(Formerly known as DSJ Communications Limited)
JAIPRAKASH Digitally signed by JAIPRAKASH LAXMANDAS GANGWANI
DN: c=IN, postalCode=421002, st=MAHARASHTRA, l=THANE,
o=Personal,
LAXMANDAS
serialNumber=c669b715aa8dd7828d109bde777d34e7e365b257f
2039d73eba373b01d0bffe8,
pseudonym=c11e4130a79d49028f308d7243a51ba2,
2.5.4.20=a4917aeefcc49c28e0e05f97a9019e36e473101d64e57d1
GANGWANI
7d56ea81ce5e63901, email=JAIPRAKASH@IFIM.EDU.IN,
cn=JAIPRAKASH LAXMANDAS GANGWANI
Date: 2022.03.21 20:06:37 +05'30'
Jaiprakash Gangwani
Company Secretary & Compliance Officer
(ACS:55760)
UNIPLY INDUSTRIES LIMITED
CIN: L20293TN1996PLC036484
Email of IRP: shyam.ascend@gmail.com ; cirp: uniplyrp@pkfrevival.com
Sub: Outcome of 3rd Meeting of Committee of Creditors (CoC) held on March 21, 2022
Thanking you,
Yours’ faithfully,
For UNIPLY INDUSTRIES LIMITED,
(CIN: L20293TN1996PLC036484)
LINGUMGUNTA Digitally signed by LINGUMGUNTA VENKATA SHYAM SUNDAR
DN: c=IN, postalCode=600093, st=TAMIL NADU, l=CHENNAI, o=Personal,
serialNumber=901127d483ba9ef8d99e042e0ec8339d4c0482a97ed824c4
Address of the corporate debtor: 37, T.T.K Road, C.I.T Colony, Alwarpet Chennai 600018
Address of the Insolvency Professional: 3rd Floor, No.17, Gandhi Road, Alwarthirunagar,
Chennai - 600087
Admin. Office: Galada Towers, 301, Begumpet, Hyderabad – 500 016. Telangana. India.
Phone: 91-40-27766224 / 5, Fax: 91-40-27766226 Email: fa@galadapower.com
CIN: L64203AP1972PLC001513 Website: galadapower.com
Regd. Office: P 2/6, IDA, Block III, Uppal, HYDERABAD – 500 039. Telangana. India
Factory: Survey No: 319, Village: KHADOLI, Silvassa – 396 230 ( UT of D & N H )
Email: fa@galadapower.com
Date: 21st March 2022
To,
BSE Limited
Phiroze Jeejeebhoy Towers
Dalal Street
Mumbai- 400001
In the case of M/s Galada Power & Telecommunication Limited, Corporate Debtor – Under Corporate
Insolvency Resolution Process under IBC, 2016
Scrip Code: GALADA | 504697
Dear Sir/Madam,
Subject: Intimation of hearing of application filed by the Resolution Professional for Approval of
Resolution Plan and the Applications filed by Canara Bank & Jiva Internet Solutions Private Limited
under Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulation,
2015.
Refer to our intimation dated 11th March 2022 regarding the Intimation of hearing of application for approval of
Resolution Plan, application filed by Canara Bank (erstwhile Syndicate Bank) and application against the
Resolution Plan approved by the Committee of Creditors has been preferred by Jiva Internet Solutions Private
Limited.
With reference to the aforesaid applications, the undersigned would like to inform that the said applications are
scheduled to be heard on 04th April 2022.
In case you need any further information, you may contact the undersigned on ip.galadapower@gmail.com.
Thanking you.
Yours faithfully,
Date:21.03.2022
To, To,
The Dy. Gen. Manager, National Stock Exchange of India Ltd.
Corporate Relationship Dept., Exchange Plaza,
BSE Limited Plot no. C/1, G Block
PJ Tower, Dalal Street, Bandra-Kurla Complex, Bandra (E)
Mumbai-400001 Mumbai-400051
Equity Scrip Code: 531845 Equity Scrip Name: ZENITHSTL
Dear Sir/Madam,
The Company has accepted his resignation and relieved him from responsibilities
w.e.f, Monday, 21% March, 2022.
Thanking You,
Yours Faithfully,
Director \
DIN: 07163539 *
Corp. Off. : Dalamal House, 1st Floor, 206, J.6. Marg, Nariman Point, Mumbai - 400 021. India. Tel.: +91 22 6616 8400 Fax: +91 22 2204 7835
Email: zenith@zenithsteslpipes.com, www.yashbirlagroup.com
CIN: 129220MH1960PLC011773
Date: 21/03/2022
To,
The Secretary NATIONAL STOCK EXCHANGE OF
BOMBAY STOCK EXCHANGE LIMITED INDIA LIMITED
P J Towers Listing Department
Dalal Street, Fort, Exchange Plaza, 5th Floor,
Mumbai 400 001 Bandra-kurla Complex,
Bandra (East), Mumbai – 400 051.
Company Code No. : 530699 Company Code : RAJRILTD
Dear Sir,
Sub: Proceedings of the Board meeting held on Monday, March 21, 2022
The Board of Directors of the Company at its meeting held on Monday, March 21, 2022 has inter-
alia approved:
1. Withdrawal of the resolution(s) passed at the Board meeting held on November 11, 2021
pertaining to issue of Equity Shares and Compulsory Convertible Preference Shares
(CCPS)Class – A and Class B due to change in entity for issue of Equity Shares and to
maintain date of approval while filing application with Stock Exchanges by the Board for
issue of Equity Shares and CCPS.
2. Issue of 54,90,00,000 (Fifty Four Crores Ninety Lakhs) equity shares having a face value of
Re. 1/- (Rupees One) (Face value per share) aggregating to Rs. 54,90,00,000 (Fifty Four Crores
Ninety Lakhs) on a preferential allotment basis to the entities defined by M/s SVG Fashions
Private Limited (“Resolution Applicant”/”New Promoter”) details as per Annexure -I
4. Issue of 25,00,000 Compulsory Convertible Preference Shares (CCPS) Class- B to M/s SVG
Fashions Private Limited (“Resolution Applicant”/”New Promoter”) of Rs. 100/- each.
details as per Annexure -III
CFO
Annexure-I
Issue of 54,90,00,000 (Fifty Four Crores Ninety Lakhs) equity shares having a face value of Re. 1/-
(Rupees One) (Face value per share) aggregating to Rs. 54,90,00,000 (Fifty Four Crores Ninety
Lakhs) on a preferential allotment basis
1.
Mr. Ashok Goel Public 1,56,250
2.
Mr. Yogesh Goel Public 23,43,750
3.
Mr. Anju Ganeriwal Public 75,00,000
4.
Ms. Trupti Shah Public 5,00,000
5.
Mr.Anuj Ganeriwal Public 75,00,000
6.
Mr. Ankit Ganeriwal Public 75,00,000
7.
Rajwada Silk Mills LLP Promoter 1,45,00,000
8
Binaykia Synthetics Ltd Promoter 35,00,000
9
Deepak Synthetics Ltd Promoter 10,00,000
10
Shri Satyanaryan Agarwal Promoter 75,00,000
11
Shri Raj Kumar Agarwal Promoter 70,00,000
12
Shri Sandiip Agarrwal Promoter 70,00,000
13
Mr. Harshvardhan Rungta Promoter 10,00,000
14
Smt Sapna Agarwal Promoter 35,00,000
15
Smt Richa Agarwal Promoter 35,00,000
16 Shri Yashovardhan
Agarwal Promoter 30,00,000
Total 54,90,00,000
Annexure-II
Issue of 1,00,000 Compulsory Convertible Preference Shares (CCPS) to Financial Creditors of Rs.
100/- each by way of conversion of amount owing to Financial Creditors to the extent of Rs. 1.00
crore, as per the Resolution Plan approved by NCLT via order dated 5th October, 2021
Total 100000
No of CCPS (A) to be 1,00,000 CCPS (A) of Rs. 100 each by way of conversion of
issued amount due to Financial Creditors to the extent of Rs. 1.00
crore
Issue of 25,00,000 Compulsory Convertible Preference Shares (CCPS) Class- B to M/s SVG
Fashions Private Limited (“Resolution Applicant”/”New Promoter”) of Rs. 100/- each.
No of CCPS to be issued 25,00,000 CCPS (B) of Rs. 100 each by way of investment in
cash of Rs. 25 crore
Convertibility Each CCPS(B) shall be converted into 100 Equity Shares (of
Face value Rupee 1)
Yours faithfully,
For RAJ RAYON INDUSTRIES LIMITED
CFO
Mahaveer
Infoway Ltd
Dear Sir/Madam,
Sub: Submission of Limited Review Report under regulations 33 (3) and 52 of SEBI
(Listing Obligations and Disclosure requirements) regulations, 2015
With reference to the subject cited, this is to inform the Exchange that at the Board
meeting of M/s. Mahaveer Info way Limited held on Friday, the 11" day of February,
2022 at 04.00 P.M. at the registered office of the Company situated at 7-1-24/2/C,
301/A, Dhansi Surabhi Complex, Greenlands, Ameerpet, Hyderabad, Telangana, 500016
in respect thereof following has been considered and approved by the Board:
1. Standalone & Consolidated signed Limited Review Report for the quarter ended
31.12.2021.
We would like to clarify that while compiling the Limited Review Reports, pages got
misplaced and both the reports got combined with unsigned pages. Kindly find the
attached both the reports and take into your consideration and obliged.
Thanking you.
Yours Faithfully,
Managing Director
(DIN: 00043840)
3. Based on our review conducted as above, nothing has come to our attention that
causes us to believe that the accompanying statement of unaudited financial results
prepared in accordance with applicable accounting standards and other recognized
accounting practices and policies has not disclosed the information required to be
disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 including the manner in which it is to be disclosed, or
that it contains any material misstatement.
Place: Hyderabad a
Date: 11.02.2022
CA Rajasekhar. S
Proprietor
Mm Ne: 20505
UCDIN ) 2B2W2eoOSOIBARBRIYAGE3I3
Office:
Raja Sekhar S & Associates 2" # 31-641 112, Green Hills Colony, Mallapur,
Hyderabad ~ $00 076 ~ Telangana, INDIA
Chartered Accountant Emuant: stddhanthi‘@ gmail.com Cell: +91 88880 11894
We also performed procedures in accordance with the circular issued by the SEBI under
Regulation 33 (8) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, to the extent applicable.
Our conclusion on the Statement is not modified in respect of the above matter.
For Raja Sekhar S & Associates
(Chartered Accountant)
Place: Hyderabad pi
Date: 11.02.2022
CA Rajasekhar. S
Proprietor
M-No. 20503
UD: 2RvoSoirz ABT ZHY SYS
fepvare Lecric aewoneerne
(Forme
Earph Fetesnas Lod20500CaparatonUs)
one
‘ea
a Preah OHO
osanaasons
FEDDERS: Gh: Eaewourreereucozytt8
ENGINEERING
eh (0)rINOA
Shanraaseonn
FGI GaGa oa on GIOG nalnaanveoAre,sere m aa208205
giet Diceaec—l
Rajiv Malhotra & Associates
Chartered Accountants
REPORT
ENT AUDITOR’S REVIEW
To,
Board of Directors
Fedders Electric & Engineering Limited
poration Limited)
(Formerly known as Fedders Lloyd Cor
Introduction
Statement of Consolidated
have reviewed the accompanying
1. We
ted Fin anc ial Res ult s for the Qua rter ended June 30, 2018 (“the
Unaudi
") of FED DER S ELE CTR IC & ENG INEERING LIMITED (“the Holding
Statement ment
being submitted by the manage
Company") and its’ Subsidiary 33 of the (Listing
SEBI
to the requirements of Regulation
pursuant
) Regulations, 2015 (“the Listing
Obligations and Disclosure Requirements /CFD/FAC/62/2016
CIR
Regulations, 2015”) read with SEBI Circular No.
dated July 5, 2016. (“Listing Regulations").
unal, Allahabad Bench (“NCLT”)
2. The Hon'ble National Company Law Trib insolvency and
its order August 14, 2019 admitted an
dated
vide
(a lead member of lender
bankruptcy petition filed by State Bank of India Limited(“the Holding
consortium) against Fedders Electric & Engineering
Interim
Ashok Kumar Gulla to act as
Company”) and appointed Mr. action
tio n Pro fes sio nal (IR P) with direction to initiate appropriate
Resolu ptcy
ions of the Insolvency and Bankru
contemplated under extant provis
ulations. In their meeting held
Code,2016 and other related rules and reg ditors (COC) approved
on September 12, 2019, Committee of Cre the
oin tme nt of IRP as Res olu tio n Professional (RP). Subsequently,
app via its
bunal, Allahabad Bench (“NCLT”)
Hon'ble National Company Law Tri submitted by
olution plan
order dated October 06, 2021 approved the res or “RA”), Pursuant to the
ant”,
IM Plus Capital Limited (“Resolution Applic d and its approval by
Plus Capitals Limite
Resolution Plan submitted by IM (“NCLT”)
Law Tribunal, Allahabad Bench
the Hon'ble National Company y of the
its orde r dat ed Oct obe r 06, 2021 for the corporate insolvenc
via e dat
from October 06, 2021 (i.e. closing
Company, which is implemented >
def ine d und er the res olu tio n plan), the following consequential
as
s hav e bee n give n in acc ord anc e with approved resolution plan /
impact |
NCLT order/ Accounting Standards :-
Delhi- 110034, INDIA
see Millenium Tower 1, Netaji Subhash Place, Pitampura,
sti ng dir ect ors of the Com pan y as on the date of order have
* The exi ce with
rd of Directors from their offi
stand replaced by the new Boa
fro m Oct obe r 06, 202 1. As on date Board consist of Mr. Anil
effect ependent
Ind
Kaushik (Chairman and Non-Executive
Kumar
ect or) , Mr. Vis hal Sin gha l (Ex ecutive Director) and Mrs. Tanya
Dir
Singhal (Non-Executive Director).
T order dated October 06, 2021,
« As per Para 16 of the Hon’ble NCL
has been constituted to supervise
a Monitoring Committee/Agency of
imp lem ent ati on of the plan and to ensure smooth transition
the board.
constituted
business in the hands of RA/ newly
ty of the Company's newly
3, This Statement, which is the responsibili ordance with the recognition
constituted board, has been prepared in acc
sur eme nt prin cipl es laid dow n in the Indian Accounting Standard
and mea
34) prescribed under section
34 “Interim Financial Reporting” (“Ind AS rules issued
3 read with relevant
133 of the Companies Act, 201
and oth er acc oun tin g prin cipl es generally accepted in India.
thereunde r
on theses financial statements based
Our responsibility is to issue a report
‘on our review.
Scope of Review
con duc ted our rev iew in acc ord anc e with the Standard on Review
4. We
of Interim Financial Information
Engagement (SRE) 2410, ‘Review ed by the issu
Independent ‘Auditor of the Entity’
Performed by the
India. This standard requires that
Institute of Chartered Accountants of urance as to
obtain moderate ass
we plan and perform the review to
misstatement. A review is
whether the Statement is free of material ytical
sonnel and anal
limited primarily to inquiries of company per
assurance than
procedures applied to financial data and thus provide less
res mentioned for the
an audit. We have not performed audit for the figu
t opinion.
respective period and accordingly we do not express an audi
rs Electric
5, Fedders Lloyd Trading FZE, a wholly owned subsidiary of Fedde
last
and Engineering Limited, located in Dubai has been inoperative for the
3 years and it's license of Free Trade Zone has already been expired. The }
Ex-Resolution Professional and Chairperson of Monitoring Committee has
finalized Standalone Financial Statements for FY 2018-19 of Subsidiary
were passed in 4th
based on Limited records and all the necessary entries
presentation / disclosure of
quarter only which are also to keep financial
ated quarterly
subsidiary at Liquidation Value. Accordingly, the consolid
keeping in view the non-
result has been presented same as Standalone
of FY 2018-19
significant impact of any adjustment in first three quarters
for the purpose of Limited Review Reporting.
Company is having
6, As mentioned in previous auditor’s report The Holding
Lloyd Nigeria Limited,
one more subsidiary company with name of Fedders
ement and
which has been not considered in Consolidated Financial Stat
been provided to us
further no financials and supporting documents has
for the purposes of Limited Review Reporting.
year
f) The Holding company has not filed its financial results for the
ended 31 st March 2019 on or before the due date as prescribed under
33 of the SEBI (listing obligations and Disclosure
regulation
Regulations, 2015 and thus violated the
Requirements)
aforementioned regulations.
m) Special Audit under Income Tax Act 1961, of the Holding Company has
been ordered by competent Income tax authority vide its’ letter dated
21.12.2019, report of the same is not shared with us.
Disclaimer Opinion
8 Because of the matters described in the basis for the Disclaimer of
Opinion paragraph, we have been not able to obtain sufficient
appropriate evidence to provide a basis for an opinion. Accordingly, we
do not express an opinion on the financial statements.
Reporting of Segment wise Revenue and Results forthe Quarter Ended 30th June, 2018
Ropeesin Crore)
Quarter ended Year ended 31032018
Partials Nena
(Consolidated)
anyonois | auusn018 | 3096017
(Unaudited) (Audited) (Unaudited) —
1. Segment Revenue
|) Segment -ENVIRONMENTAL CONTROL SYSTEMS a an aa ae
(o) Sepnent STEEL STROCTURES & ENGINEERING von 36480 2585 498
[@) Segment POWER PROJECTS 1327 1690 5040 268
[ap Unatlosied
Total ao moe usm 12029
Les: Iver Segment Revenue
Net sales/income From Operations we a0 sist ia
fe Segment Results (Profi) Loss () befoe fx and ee
tom Each segment)
a) Segment -ENVIRONMENTAL CONTROL SYSTEMS Ba 72a) ts (tana)
[0) Segnent ~ STEEL STRUCTURES & ENGINEERING (620) (220) 1438 595i)
[Seu POWER PROJECTS (576) (65.30) e250) (91.03)
a) Unaocaies
Total (a9) (a78) ca) aes.)
Les () Tere oe 258 15s Tae
[i her Unallocable Expenditae net off 0 O86 3 a
[Add (ip Unatonable eam wis 58
Total Profit Before Tax e709) wien) 2090 97.28)
3 Sement Asses
fs Segment Labiles”
* As ceriain asels of the Company including manufacturing facilis are often deployed interchangeably aross various seement,
‘tis impractical to allocate these assets an bites Seumen- Wise
The existing directors of the Company as on the date of order have stand replaced
by the new Board of Directors from their office with effect from 06 October 2021.
‘As on date the Board consists of Mr. Anil Kumar Kaushik (Chairman and Non-
Executive Independent Director), Mr. Vishal Singhal (Executive Director) and Mrs
Tanya Singhal (Non-Executive Director).
«As per Para 16 of the Hon'ble NCLT order dated 06 October 2021, a Monitoring
Committee/Agency has been constituted to supervise the implementation of the
plan and to ensure smooth transition of business in the hands of RA/ newly
constituted board.
2. The above Statement of Consolidated Unaudited Financial Results for the Quarter
ended June 30, 2018 have been prepared in terms of Regulation 33(2) of SEBI (Listing
Obligation & Disclosure Requirements) Regulation 2015, read with SEBI Circular dated
July 5, 2016. The above results for the quarter ended June 30, 2018 have been
endorsed by newly constituted board, confirming that financial results do not contain
any material misstatements. Since, the newly constituted board came into existence
after NCLT order dated 06 October 2021, these results have been endorsed by newly
constituted board for the limited purpose of compliances, based on limited
information available with them.
3. Creditors’ Claims
As a part of CIRP, creditors of the company were called to submit their claims to the
Resolution Professional who has made payments to various stakeholders including
operational/ other creditors and financial creditors as per the terms of the resolu
plan, as approved by the Hon’ble NCLT vide order dated October 06, 2021.
Other Matters
4. In accordance with the requirement of Ind AS, revenue from operations for the
quarter ended June 30, 2018 is net of Goods and Service Tax (GST). However, revenue
from operations for the period up to June 30, 2017 is inclusive of excise duty.
‘Accordingly, revenue from operations for the quarter ended June 30, 2018 is strictly
not comparable with the corresponding quarter ended June 30, 2017
5. The Ministry of Corporate Affairs (MCA), on March 28, 2018, notified Ind AS 115
Revenue from Contracts with Customers" as part of the Companies (Indian Accounting
Standards) Amendment Rules, 2018. The new standard is effective from April 1, 2018.
The adoption of Ind AS 115 by the Company effective April 1, 2018 has no significant
impact on the financial results for the quarter ended June 30, 2018.
6. The Company is engaged in the manufacturing and sale of Heavy Machinery and
Power Projects, considering the company’s nature of business and operations and the
information reviewed by the Chief Financial Officer to allocate resources and assess
performance, the company has three reportable business segment as per the
requirements of Ind AS 108 “Operating Segment" namely:-
¢ Environmental Control System
«Steel Structures and Engineering, and
Power Projects
7. Principal Amount of supplies registered under MSME amounting to Rs.1.81 Crores are
under dispute as on date of signing.
8. Pursuant to Schedule II to the companies Act 2013, depreciation for the quarter and
period ended has been provided on the basis of estimated economic useful life of the
fixed asset s Company.
of the
9. Contingent Liabilities:
Contingent liabilities as on the date of signing of these financials not provided for
|
{Particulars Asat As at
31.06.2018 | 31.03.2018
(Rs. in (Rs.
_ Crore) Crore)
‘A. Claims against the company/ disputed liabilities not |
acknowledged as debts
‘a. Recovery Suits filed by the parties in 13.87 32.68
| 29.53 29.83
different court
b. Recovery Suits filed by the co. different court 1.95 1.95
c. Central Excise & Customs Matters 10.93 10.93
d. Sale Tax Matters
«Sales Tax Demand for Uttar Pradesh
for Rs. 1,07,00,000/-, Rs. 77,00,000/-
and Rs. 2,58,00,000/- for Year 2012-
13, 2013-14,2014-15 respectively.
Sales Tax Demand for Punjab for Rs. |
| 4,89,68,963/- for Year 2010-11
«Sales Tax Demand for Gujarat for Rs. | 2.04 1.13
Year 2013-14
for5/-
1,61,42,75 |
e. Income Tax Matters (Pending Rectifications)
2,04,89,249/-
{Non Filing of Financial Results to NSE and BSE 0.26
as per
Regulation 33 of the SEBI (Listing obligations
| and disclosure |
Requirements) Regulations, 2015 |
B. Guarantees* |
134.60 279.49
i) Bank Guarantees which Includes the Bank Guarantees
issued in foreign currency amounting to USD
9,17,576.53(INR 6,52,39,691/-) |
* Contingent liabilities against bank guarantees ‘outstanding have come down to INR
27.57 Crores, as on the reporting date
10. The figures for the preceding quarter ended March 31, 2018, as reported in the
Statement, are the balancing igures between the audited figures in respect of full
uped figures
financial year ended March 31, 2018 and published year to date unauditquarter
to the end of third quarter of that financia l year. The figures for the ended
June 2017, as reported in the statement were reviewed by the predece ssor auditor of
the Company, whose report dated August 10, 2017 expressed an unmodified
conclusion.
11. Fedders Lloyd Trading FZE, a wholly owned subsidiary of Fedders Electric and
Engineering Limited, located in Dubai has been inoperative for the last 3 years and it's
license of Free Trade Zone has already been expired. The Ex-Resolution Professional
and Chairperson of Monitoring Committee has finalized Standalone Financial
Statements for FY 2018-19 of Subsidiary based on Limited records and all the
necessary entries were passed in 4th quarter only which are also to keep financial
presentation / disclosure of subsidiary at Liquidation Value. Accordingly, the
consolidated quarterly result has been presented same as Standalone keeping in view
the non-significant impact of any adjustment in first three quarters of FY 2018-19 for
the purpose of Limited Review Reporting.
21.03.2022
10, To,
BSE Limited National Stock Exchange of India Limited
Phiroze Jesjeebhoy Towers, Dalal Street, Exchange Plaza, Plot no./1, G Block,
Mumbai- 400001 ‘Bandra-Kurla Complex, Bandra (E)
Maharashtra Mumbal -400 051, Maharashtra
SE Code: 500139 NSE Code: FEDDERELEC
Pax No: 022-22722039 ax No: 022-26598237/38
Dear Sir,
Pursuant to Regulation 30 and 33 of SEBI (Listing Obligation and Disclosure Requirements)
Regulations 2015, we wish to inform you that the Board of Directors of the Company as its
meeting held today Lc, Monday, 24st March, 2022 at the Registered office of Company at 6
‘and 6/1 UPSIDC Industrial Area Sikandrabad Bulandshahr- 203205 (UP).
‘The outcomes of Board meeting are as:
4. Approved & taken on record the unaudited consolidated 39%financial results for the First,
Second & Third quarter ended on 30% June, 2048, ReviewSeptember, 2018 & 31%
December, 2018 respectively along with the Limited Report M/s Rajiv
by
Malhotra & Associates, Statutory Auditor of the Company as Obligations required under
Regulation 33 of Securities and Exchange Board of India (Listing and
Disclosure Requirements) Regulations, 2015.
2. Approved & taken on record the audited consolida ted financial results for the Fourth
{quarter/ year ended 31 March, 2019 along with the Report by M/s Rajiv Malhotra &
Associates, Statutory Auditor of the Company as required under Regulation 33 of
Securities and Exchange Board of India (Listing Obligatio ns and Disclosure
Requirements) Regulations, 2015.
3, Approved the appointment of Mr. Vishal Singhal as Whole Time Director of the
‘Company.
4. Approved the appointmen t Megha Sharma asthe Director of the Company.
of Mrs.
Gosden Ura dhe, Sandabes,itel— BaandShate = 209206 UF) NOW
Ent atriteraginicrseste.c
FEDOERS ELECTRIC ENGINEERING
LD)
stan UNITED
(Fem odours te
ExTPse Nes 20108 Gepr
ra eersoaatens rPucoayste
iv: Ceaabupsoe
ENGIERS:
FEDD NEERING
5. ‘The date of Annual General Meeting for the financial year 2018-19 has been decided on
Wednesday, 20° April, 2022 at 03:00 pan.
“The Meeting ofthe Board of Directors commenced at 3:00 pm. and was concluded at 4:30 pi.
You are requested to kindly take note of sme for your records
Thanking you
‘Yours faithfully
FEDDERS ELECTRIC AND Ei
Ki pS
KIRTIJAIN y
COMPANY SECRETARY & COMPELANCE OFFICER
“gw
To,
Board of Directors
Fedders Electric & Engineering Limited
poration Limited)
(Formerly known asFedders Lloyd Cor
Introduction
Statement of Consolidated
have reviewed the accompanying
1. We (“the
ted Fin anc ial Res ult s for the Quarter ended June 30, 2018
Unaudi (“the Holding
ERING LIMITED
Statement") of FEDDERS ELECTRIC & ENGINE the management
Company") Subsidiary being submitted by
and its’
of Regulation 33 of the SEBI (Listing
pursuant to the requirements
) Regulations, 2015 (“the Listing
Obligations and Disclosure Requirements /CFD/FAC/62/2016
ular No. CIR
Regulations, 2015”) read with SEB! Circ
dated July 5, 2016. (“Listing Regulations").
unal, Allahabad Bench (“NCLT”)
2, The Hon'ble National Company Law Trib insolvency and
vide its order August 14, 2019 admitted an
dated
lender
Bank of India (a lead member of
bankruptcy petition filed by State
agai nst Fed der s Elec tric & Eng ineering Limited(“the Holding
consortium) Interim
Ashok Kumar Gulla to act as
Company”) and appointed Mr. action
tio n Pro fes sio nal (IR P) with direction to initiate appropriate
Resolu and Bankruptcy
ions of the Insolvency
contemplated under extant provis meeting held
In their
ulations.
Code,2016 and other related rules and reg approved
on September 12, 2019, Committee of Creditors (COC) the
oin tme nt of IRP as Res olu tio n Professional (RP). Subsequently,
app via its
bunal, Allahabad Bench (“NCLT”)
Hon'ble National Company Law Tri submitted by
olution plan
order dated October 06, 2021 approved the res or “RA”), Pursuant to the
ant”,
IM Plus Capital Limited (“Resolution Applic
tio n Plan sub mit ted by IM Plus Capi tals Limited and its approval by
Resolu ahabad Bench (“NCLT”)
Law Tribunal, All
the Hon'ble National Company
y of the
its orde r dat ed Oct obe r 06, 2021 for the corporate insolvenc
via ing date
from October 06, 2021 (i.e. clos
Company, which is implemented
plan), the following consequential
as defined under the resolution
s hav e bee n give n in acc ord anc e with approved resolution plan /
impact |
NCLT order/ Accounting Standards :- |
INDIA
a tilenium Tower 1, Netaji Subhash Place, Pitampura, Delhi- 110034,
sti ng dir ect ors of the Com pan y as on the date of order have
«The exi ce with
rd of Directors from their offi
stand replaced by the new Boa
fro m Oct obe r 06, 202 1. As on date Board consist of Mr. Anil
effect ependent
Ind
Kaushik (Chairman and Non-Executive
Kumar
ect or) , Mr. Vis hal Sin gha l (Ex ecutive Director) and Mrs. Tanya
Dir
Singhal (Non-Executive Director).
T order dated October 06, 2021,
« As per Para 16 of the Hon’ble NCL to supervise
stituted
a Monitoring Committee/Agency has been urecon smooth transition of
and to ens
the implementation of the plan
constituted board.
business in the hands of RA/ newly
Scope of Review
con duc ted our rev iew in acc ord anc e with the Standard on Review
4, We
of Interim Financial Information
Engagement (SRE) 2410, ‘Review ed by the issu
Independent ‘Auditor of the Entity’
Performed by the
India. This standard requires that
Institute of Chartered Accountants of urance as to
obtain moderate ass
we plan and perform the review to
misstatement. A review is
whether the Statement is free of material
and analytical
limited to inquiries of company personnel
primarily
provide less assurance than
procedures applied to financial data and thus
res mentioned for the
an audit. We have not performed audit for the figu
t opinion.
respective period and accordingly we do not express an audi
rs Electric
5, Fedders Lloyd Trading FZE, a wholly owned subsidiary of Fedde
last
and Engineering Limited, located in Dubai has been inoperative for the
3 years and it's license of Free Trade Zone has already been expired. The
has
Ex-Resolution Professional and Chairperson of Monitoring Committee
diary
finalized Standalone Financial Statements for FY 2018-19 of Subsi
were passed in 4th
based on Limited records and all the necessary entries
disclosure of
quarter only which are also to keep financial presentation
ated quarterly
subsidiary at Liquidation Value. Accordingly, the consolid
in view the non-
result has been presented same as Standalone keeping
of FY 2018-19
significant impact of any adjustment in first three quarters
for the purpose of Limited Review Reporting.
Company is having
6, As mentioned in previous auditor's report The Holding
Lloyd Nigeria Limited,
one more subsidiary company with name of Fedders
ement and
which has been not considered in Consolidated Financial Stat
been provided to us
further no financials and supporting documents has
for the purposes of Limited Review Reporting.
L
mers and
d) We sought External Confirmation from the top 10 custo
ude
vendors for the year ended 31.03.2019 which we cannot concl
of confirmations not received from most of the parties,
because
system of
further master data saved of most of the parties, in the ERP
the Holding company is not correct, we cannot satisfy ourselves for the
balances of parties appearing in the financial statements.
Holding company has done multiple inter party balance
e) The
there is reduction in
adjustments during the year, due to which
account balances of suppliers and vendors.
year
f) The Holding company has not filed its financial results for the
under
ended 31 st March 2019 on or before the due date as prescribed
33 of the SEBI (listing obligations and Disclosure
regulation
Regulations, 2015 and thus violated the
Requirements)
aforementioned regulations.
m) Special Audit under Income Tax Act 1961, of the Holding Company has
been ordered by competent Income tax authority vide its’ letter dated
21.12.2019, report of the same is not shared with us.
Disclaimer Opinion
a2 ao 2022 f
Fedders Electric and Engineering Limited
COIN: L2vp99UPI9sTPLCAHIS
Regd, Ofc’ 6 and 6/1, UPSIDC Inds Area, Sinbad, Distrie Blandsha 203205 (U.P) nda
‘Website: voi fedderseeciti com
Quarter ended
Particulars
-3o1n62018 31/03/2018
(Caauaites) uaites)
1 Segment Revenue
|) Segment ~ENVIRONMENTAL CONTROL SYSTEMS ~~ : a ayy
[@) Segnen STEEL STRUCTURES& ENGINEERING 3032 264,80 25818 ona 9%
[o) Segnent~ POWER PROJECTS 1327 4692 5040 213.65
fo Deatonatt
Toul 859 32041 31822 424029
Les Inier Segment Revenue
Net sales/Income From Operations _ 859 32061 31822 124029
[Segment Results (Prof)y Loss (-) bere tax and eres
ions Fach sezment)
(a) Segment ENVIRONMENTAL CONTROL SYSTEMS ea 72] ost (494)
(6) Segment ~ STEEL, STRUCTURES & ENGINEGRING (620 (3220) ret 6395)
[Segment POWER PROIECTS (576 (8630) 2230] 0103)
a Unaowee
4 (639) wa7e) ean Wes.)
es ee 204 1558 82
[sy Other Ualocable Expenditure net oF 0 086 3 a
[Ads Gi) Unaflocable income asi 5.8
[Tota Profit Before Twa Ga] 2168) 2190 wr28)
3 Segment Asses"
Segment Liabilities”
* As era asets of the Company including manufacturing facie s deployed interchangeably aross various seements,
are often
‘tis impacto to allocate these assets and abies Segment w88
* The existing directors of the Company as on the date of order have stand replaced
by the new Board of Directors from their office with effect from 06 October 2021.
As on date the Board consists of Mr. Anil Kumar Kaushik (Chairman and Non-
Executive Independent Director), Mr. Vishal Singhal (Executive Director) and Mrs
Tanya Singhal (Non-Executive Director).
‘As per Para 16 of the Hon'ble NCLT order dated 06 October 2021, a Monitoring
‘Committee/Agency has been constituted to supervise the implementation of the
plan and to ensure smooth transition of business in the hands of RA/ newly
constituted board.
2. The above Statement of Consolidated Unaudited Financial Results for the Quarter
ended June 30, 2018 have been prepared in terms of Regulation 33(2) of SEBI (Listing
Obligation & Disclosure Requirements) Regulation 2015, read with SEBI Circular dated
July 5, 2016. The above results for the quarter ended June 30, 2018 have been
endorsed by newly constituted board, confirming that financial results do not contain
any material misstatements. Since, the newly constituted board came into existence
after NCLT order dated 06 October 2021, these results have been endorsed by newly
constituted board for the limited purpose of compliances, based on limited
information available with them.
3. Creditors’ Claims
‘As a part of CIRP, creditors of the company were called to submit their claims to the
Resolution Professional who has made payments to various stakeholders including
operational/ other creditors and financial creditors as per the terms of the resolu
plan, as approved by the Hon’ble NCLT vide order dated October 06, 2021.
Other Matters
4, In accordance with the requirement of Ind AS, revenue from operations for the
quarter ended June 30, 2018 is net of Goods and Service Tax (6ST). However, revenue
from operations for the period up to June 30, 2017 is inclusive of excise duty.
‘Accordingly, revenue from operations for the quarter ended June 30, 2018 is strictly
not comparable with the corresponding quarter ended June 30, 2017
5. The Ministry of Corporate Affairs (MCA), on March 28, 2018, notified Ind AS 115
Revenue from Contracts with Customers" as part of the Companies (Indian Accounting
Standards) Amendment Rules, 2018. The new standard is effective from April 1, 2018.
The adoption of Ind AS 115 by the Company effective April 1, 2018 has no significant
impact on the financial results for the quarter ended June 30, 2018,
6. The Company is engaged in the manufacturing and sale of Heavy Machinery and
Power Projects, considering the company’s nature of business and operations and the
information reviewed by the Chief Financial Officer to allocate resources and assess
performance, the company has three reportable business segment as per the
requirements of Ind AS 108 “Operating Segment" namely:-
«Environmental Control System
«Steel Structures and Engineering, and
Power Projects
7. Principal Amount of supplies registered under MSME amounting to Rs.1.81 Crores are
under dispute as on date of signing.
8. Pursuant to Schedule II to the companies Act 2013, depreciation for the quarter and
period ended has been provided on the basis of estimated economic useful life of the
fixed assets of the Company.
9. Contingent Liabilities:
Contingent liabilities as on the date of signing of these financials not provided for
{Particulars | Asat | Asat
31.06.2018 | 31.03.2018
(Rs. in (Rs.
| - __ Crore) Crore)
‘A. Claims against the company/ disputed liabilities not |
acknowledged as debts |
‘a. Recovery Suits filed by the parties in 13.87 32.68
| 29.53 29.83
different court
b. Recovery Suits filed by the co. different court 1.95 1.95 |
c. Central Excise & Customs Matters 10.93 10.93
d. Sale Tax Matters |
* Sales Tax Demand for Uttar Pradesh
for Rs. 1,07,00,000/-, Rs. 77,00,000/- | |
| and Rs. 2,58,00,000/- for Year 2012- |
13, 2013-14,2014-15 respectively.
| Sales Tax Demand for Punjab for Rs.
_|
* Contingent liabilities against bank Guarantees outstanding have come down to INR
27.57 Crores, as on the reporting date
10. The figures for the preceding quarter ended March 31, 2018, as reported inof the full
Statement, are the balancing figures between the audited figures in respected figures up
financial year ended March 31, 2018 and published year to date unaudit
the quarter ended
to the end of third quarter of that financia l year. The figures for
June 2017, as reported in the statement were reviewed by the predece ssor auditor of
the Company, whose report dated August 10, 2017 expressed an unmodi fied
conclusion.