|
|
Reduction of Capital Inter alia, considered and approved / took on record, the following: a. The Scheme of Reduction of Share Capital between the Company and its Shareholders; b. Report from the Audit Committee of the Company recommending the Scheme; c. Report from the Committee of Independent Directors of the Company; d. Valuation Report dated 23rd December 2025 received from the Registered Valuer, M/s SSPA & Co., having registration No. IBBI/RV-E/06/2020/126; e. Fairness opinion report dated 23rd December, 2025 obtained from SEBI Registered Merchant Banker, M/s. Rarever Financial Advisors Private Limited, SEBI Reg. No: INM000013217, a SEBI Registered Merchant Banker; f. Certificate from the Statutory Auditor of the Company, D S M R & Co, Chartered Accountants, certifying that the accounting treatment is in compliance with the applicable accounting standards specified under Section 133 of the Companies Act, 2013 and other generally accepted accounting principles in India. g. Material Related Party Transaction pursuant to Scheme of capital reduction wherein the entire issued, subscribed and paid-up preference share capital held by preference shareholders being related parties shall be reduced against which consideration payable as and when adequate funds become available with the Company until such time it shall be treated as an unsecured non-interestbearing loan payable in the books of account of the Company, subject to approval of Shareholders; h. Draft Postal Ballot Notice along with the Explanatory Statement for seeking approval of the Members by way of postal ballot through remote e-voting. The Board further noted that the Scheme is beneficial to the interests of the stakeholders and is subject to the necessary statutory and regulatory approvals of (i) the shareholders and other parties to the Scheme, as may be directed by the National Company Law Tribunal, Mumbai Bench; (ii) BSE Limited; (iii) National Stock Exchange of India Limited; (iv) Securities and Exchange Board of India; (v) National Company Law Tribunal, Mumbai Bench and (vi) any other regulatory approvals, permissions, consents, sanctions, exemption as may be required under applicable laws, regulations, guidelines in relation to the Scheme. The proposed Scheme has also been reviewed, approved and recommended by the Audit Committee and reviewed by the Independent Directors at their meetings held on 23rd December, 2025.
|