GI ENGINEERING SOLUTIONS LIMITED
Regd. Office: 73A SDF-III, SEEPZ, Andheri (East), Mumbai-400 096
Tel No: 022-44884488, Fax No: 022-28290603
CIN: L40109MH2006PLC763731
Website: www.giesl.in ; E-mailID: investors@giesl.in
Date: August 30, 2022 | |
Corporate Relations Department | The Market Operations Department |
BSE Limited, | National Stock Exchange of India Limited, |
1st Floor,New Trading Wing, | Exchange Plaza, 5th Floor, |
Rotunda Building, P J Towers, | Plot No C/1, G Block, |
Dalal Street, Fort, | Bandra-Kurla Complex, |
Mumbai - 400 001 | Bandra (E), Mumbai - 400 051 |
Scrip Code: 533048 | Symbol: GISOLUTION |
Dear Sirs,
Sub: Outcome of Board Meeting held on August 30, 2022
Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that the Board of Directors of the Company at its meeting held today i.e August 30, 2022 has inter-alia considered and approved the following:
1. Taken note of transfer of following equity shares by erstwhile Promoters pursuant to the Share Purchase Agreement dated March 4, 2022:
S.N. | Names of Transferors | No. of shares | Name of Acquirer | % of |
(erstwhile promoters) | transferred | (new promoters) | shares | |
1. | Mr. Sajid Malik | 3,18,995 | Mr. Vishesh Gupta | 3.70 |
2. | Mrs. Saroja Malik | 5,70,121 | Mr. Vishesh Gupta | 6.62 |
3. | Mrs. Saroja Malik | 25,00,000 | M/s. Vrindaa Advanced | 29.03 |
Materials Ltd. |
- Taken note of the Disclosures received under SEBI (Substantial Acquisitions of Shares and Takeovers) Regulations, 2011 and (Prohibition of Insider Trading) Regulations, 2015 from the erstwhile Promoters in respect of aforesaid transfer of shares.
- Post completion of open offer 37,038 Equity Shares were tendered by public shareholders in Open Offer and the same were duly transferred to Mr. Vishesh Gupta and M/s. Vrindaa Advanced Materials Ltd. as per the following details:
S.N. | Name of Acquirer | No. of shares acquired | % of shares |
1. | Mr. Vishesh Gupta | 10,078 | 0.12 |
2. | M/s. Vrindaa Advanced Materials Ltd. | 26,960 | 0.31 |
GI ENGINEERING SOLUTIONS LIMITED
Regd. Office: 73A SDF-III, SEEPZ, Andheri (East), Mumbai-400 096
Tel No: 022-44884488, Fax No: 022-28290603
CIN: L40109MH2006PLC763731
Website: www.giesl.in ; E-mailID: investors@giesl.in
Consequently, now the Acquirers, Mr. Vishesh Gupta and M/s. Vrindaa Advanced Materials Ltd. became the new Promoters of the Company and shall have management and control over the company. Aggregate shareholding of Acquirers stands as under:
S. N | Name of Acquirer | No. of shares acquired | % of shares |
1. | Mr. Vishesh Gupta | 8,99,194 | 10.44 |
2. | M/s. Vrindaa Advanced Materials Ltd. | 25,26,960 | 29.34 |
4. Pursuant to the open offer and change in control and management, Promoters' shareholding stands as under, and as such they ceased to be the Promoters/ Member of Promoter Group and cease to have management control of the Company:
S.N. | Names of Promoter | (Outgoing Category | Shareholding in | |
Promoters) | Company | |||
1. | Mr. Sajid Malik | Promoter | NIL | |
2. | Mrs. Saroja Malik | Promoter | NIL | |
3. | Kilam Holdings Ltd | Promoter | NIL | |
4. | Kadam Holding Ltd | Promoter | 5,061 | |
5. | Sohel Malik | Promoter | 1,000 | |
5. Pursuant to the open offer and change in control and management and on the recommendation of the Nomination and Remuneration Committee, the Board of Directors have appointed following new Directors and new KMPs with effect from August 30, 2022:
S. N. | DIN | Name | Designation | Category | ||
1 | 00255689 | Mr. Vishesh Gupta | Executive Director | Promoter | ||
2 | 03513272 | Mr. | Suresh | Kumar | Whole Time Director | Non-Promoter |
Dhingra | ||||||
3 | 09652245 | Mrs. Swati Gupta | Non-Executive | Non-Promoter | ||
Independent Director | ||||||
4 | 09553402 | Mr. Om Prakash Agarwal | Non-Executive | Non-Promoter | ||
Independent Director | ||||||
6. Pursuant to the open offer and change in control and management, the following Directors and KMPs have resigned with effect from closure of business hours of August 30, 2022:
- Mr. Sajid Malik (DIN: 00400366) resigned as the Managing Director of the Company.
- Mrs. Saroja Malik (DIN: 00400421) resigned as the Director of the Company.
- Mr. Ganesh Acharya (DIN: 00702346) resigned as Non-Executive Independent Director of the Company. Letter of Resignation attached as Annexure II
GI ENGINEERING SOLUTIONS LIMITED
Regd. Office: 73A SDF-III, SEEPZ, Andheri (East), Mumbai-400 096
Tel No: 022-44884488, Fax No: 022-28290603
CIN: L40109MH2006PLC763731
Website: www.giesl.in ; E-mailID: investors@giesl.in
Details on above mentioned changes in Directors/KMP in accordance with SEBI circular CIR/CFD/CMD/4/2015 dated September 9, 2015 are provided in Annexure-I.
7. Pursuant to the open offer and change in control and management and subsequent to appointments and resignation in the Board of the Company, the new composition of Board is as follows:
Sl. No. | DIN | Name | Designation | ||
1 | 00255689 | Mr. Vishesh Gupta | Executive Director | ||
2 | 03513272 | Mr. | Suresh | Kumar | Whole Time Director |
Dhingra | |||||
3 | 03051315 | Mr. | Manish | Chhaganlal | Non-Executive Independent Director |
Patel | |||||
4 | 09652245 | Mrs. Swati Gupta | Non-Executive Independent Director | ||
5 | 09553402 | Mr. Om Prakash Agarwal | Non-Executive Independent Director | ||
The Board Meeting commenced at 6.10 p.m. and was concluded at 6.50 p.m.
Request you to kindly take the above on record.
Thanking You,
Yours faithfully,
For GI Engineering Solutions Limited
Pranjali Joshi
Company Secretary & Compliance Officer
GI ENGINEERING SOLUTIONS LIMITED
Regd. Office: 73A SDF-III, SEEPZ, Andheri (East), Mumbai-400 096
Tel No: 022-44884488, Fax No: 022-28290603
CIN: L40109MH2006PLC763731
Website: www.giesl.in ; E-mailID: investors@giesl.in
Annexure I
Particulars of appointment:
Particulars | Details | ||||||
Name of Director | Mr. | Vishesh Gupta | |||||
Reason for change viz. appointment, | Appointment | ||||||
resignation, removal, death or otherwise | |||||||
Date of appointment | August 30, 2022 | ||||||
Brief profile (in case of appointment) | Mr. | Vishesh Gupta | done graduation and | holds | |||
experience of around 12 years in the plastic and | |||||||
chemical industry and has handled various areas of | |||||||
business | including | strategic | planning | and | |||
implementation, procurement, storage, marketing and | |||||||
has led institutions across business development, | |||||||
strategy as well as operations over the period of | |||||||
years. | |||||||
Disclosure of | relationships between | No, | |||||
directors (in | case of appointment of a | Not related to any existing / New Director | |||||
director) |
Particulars | Details | |
Name of Director | Mr. Suresh Kumar Dhingra | |
Reason for change viz. appointment, | Appointment | |
resignation, removal, death or otherwise | ||
Date of appointment | August 30, 2022 | |
Brief profile (in case of appointment) | Mr. Suresh Kumar Dhingra is Post Graduate | |
Diploma holder in Personnel Management and | ||
Labour Welfare and has an over three decades | ||
experience in general corporate affairs, business | ||
management, human resources and labour laws, | ||
investors relations. | ||
Disclosure of | relationships between | No, |
directors (in | case of appointment of a | Not related to any existing / New Director |
director) |
GI ENGINEERING SOLUTIONS LIMITED
Regd. Office: 73A SDF-III, SEEPZ, Andheri (East), Mumbai-400 096
Tel No: 022-44884488, Fax No: 022-28290603
CIN: L40109MH2006PLC763731
Website: www.giesl.in ; E-mailID: investors@giesl.in
Particulars | Details | |
Name of Director | Mrs. Swati Gupta | |
Reason for change viz. appointment, | Appointment | |
resignation, removal, death or otherwise | ||
Date of appointment | August 30, 2022 | |
Brief profile (in case of appointment) | Mrs. Swati Gupta is a young, dynamic and Qualified | |
Chartered Accountant having an experience of more | ||
than 4 years in the field of Accounts/Finance/ | ||
Internal Audit/ Taxation field. | ||
She also has knowledge of Corporate Law, Strategic/ | ||
Financial Planning, Working Capital Management, | ||
Filings, Statutory Compliances and MIS among other | ||
aspects of corporate functioning. | ||
Disclosure of | relationships between | No, |
directors (in | case of appointment of a | Not related to any existing / New Director |
director) |
Particulars | Details | |
Name of Director | Mr. Om Prakash Agarwal | |
Reason for change viz. appointment, | Appointment | |
resignation, removal, death or otherwise | ||
Date of appointment | August 30, 2022 | |
Brief profile (in case of appointment) | Mr. Om Prakash Aggarwal, a Delhi University | |
Graduate, having more than 40 years of experience in | ||
the industry, trade, and commerce. His expertise | ||
includes manufacturing of PVC and Footwear | ||
Compounds, trading of Infrastructure Products. He | ||
possesses good business acumen, analytical skills | ||
and widely known for his organizational abilities and | ||
strong strategic plannings. | ||
Disclosure of | relationships between | No, |
directors (in | case of appointment of a | Not related to any existing / New Director |
director) |
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GI Engineering Solutions Limited published this content on 30 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 August 2022 16:39:11 UTC.