|
|
Inter alia, transacted the following items of Business: 1. Approved the increase in the Authorized Share Capital of the Company from Rs. 5,50,00,000/- (Rupees Five Crores Fifty Lakhs Only) divided into 55,00,000 (Fifty-Five Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 7,00,00,000/- (Rupees Seven Crores Only) divided into 70,00,000 (Seventy Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each and thereby consequent alteration to the existing Clause V of the Memorandum of Association of the Company, subject to such regulatory/statutory approvals as may be required and the approval of Shareholders of the Company. 2. Change in name of the Company from ?Adinath Exim Resources Limited? to ?Trustedge Capital Limited? and all such consequential changes to the Memorandum of Association (?MoA?) and Articles of Association of Company (?AoA?), subject to such regulatory/statutory approvals as may be required and the approval of Shareholders of the Company. 3. Raising of Funds by way of Issue and Allotment of up to 8,85,000 Equity Shares of face value of Rs. 10/- each of the Company to the Allottees belonging to Promoters Group as mentioned herein below, on a preferential basis in accordance with Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations, 2018 (?SEBI ICDR Regulations?), as amended, and other applicable laws, at an issue price of Rs. 57/- per share (Including premium of Rs. 47/- per share) for a total consideration of Rs. 5,04,45,000/- (Rupees Five Crores Four Lakhs Forty-Five Thousand only), subject to the approval of regulatory/ statutory authorities and the Shareholders of the Company 4. Adoption of Trustedge Employee Stock Option Scheme 2025? (?TEDGE ESOS 2025?/ ?Scheme?), which is in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (?SBEB Regulations?). A maximum of 10,00,000 (Ten Lakhs) Options may be offered to the eligible employees as defined under the TEDGE ESOS 2025, which shall entitle the Option holder to 1 (one) fully paid-up equity share of face value of ?10/- (Rupee Ten) each against each Option exercised, subject to the approval of regulatory/ statutory authorities and the shareholders of the Company. 5. Grant of Options equal to or more than 1% of the issued capital of the Company to the identified employee of the Company. 6. Re-designate Mr. Manoj Shantilal Savla (DIN: 01529306) as Chairman & Managing Director of the Company: Based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of Shareholders of the Company, the Board of Directors have re-designated Mr. Manoj Shantilal Savla (DIN: 01529306) as the Chairman & Managing Director (Executive and Promoter) of the Company, liable to retire by rotation, for a period of 3 (Three) years with effect from April 10, 2025. Mr. Manoj Shantilal Savla (DIN: 01529306) shall also be designated as the Whole-Time Key Managerial Personnel of the Company under the Companies Act 2013 and SEBI (LODR) Regulations, 2015. Mr. Manoj Shantilal Savla (DIN: 01529306) is not disqualified from being appointed as a Managing Director (Executive and Promoter) in terms of Section 164 of the Companies Act 2013 and has given his consent to act as a Chairman & Managing Director (Executive and Promoter). 7. Convening of 01/2025-26 Extra-Ordinary General Meeting (?EGM?) on Friday, 09th May 2025, at 03:00 PM IST, through Video Conferencing (?VC?) / Other Audio Visual Means (?OAVM?) to seek the approval of the members of the Company and approval of Notice calling EGM. The notice of the said EGM and other related details shall be submitted to the Stock Exchange in due course in compliance with the provisions of the SEBI Listing Regulations. 8. Noting of the Valuation Report submitted by CS Abhishek Chhajed, Registered Valuer (IBBI/RV/03/2020/13674) Securities and Financial Assets being an Independent Registered Valuer for calculation of Minimum Floor Price as per SEBI ICDR Regulations. 9. Fixed, Wednesday, 09th April 2025, being the date 30 days prior to the date of passing of resolution at the ensuing EGM to be held on Friday, 09th May 2025, being the Relevant Date in relation to the issue of Equity Shares in accordance with SEBI ICDR Regulations. 10. Fixed, Friday, 04th April 2025, as the cut-off date for the purpose of reckoning the name of the eligible members for dispatch of Notice of EGM along with the details of E-voting; and 11. Appointment of CS Aishwarya Parekh, Practicing Company Secretary (CP No.: 22505/Membership No.: F13318), failing which CS Rajesh Parekh, Practicing Company Secretary (CP No.: 2939/Membership No.: A8073) to as the alternate Scrutinizer for scrutinizing the e-voting process in a fair and transparent manner.
|