Company Profile

Inter alia, approved:- 1. Execution of share subscription agreement ("SSA") and shareholders' agreement ("SHA"). The Board has approved the execution of (I) the SSA amongst the Company, JFE Shoji India Private Limited, and Mr. Mahendra R. Shah, Mr. Jatin M. Shah, Mrs. Pushpaben Mahendrakumar Shah and Mrs. Rani Jatin Shah (collectively, the "Promoters") in terms of which, the Company will issue 97 ,98,432 (Ninety Seven Lakhs Ninety Eight Thousand Four Hundred Thirty Two) equity shares to JFE Shoji India Private Limited ("Proposed Allottee") by way of a preferential allotment in accordance with the Chapter V of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time ("SEBI ICDR Regulations") representing to 5.81% (Five Point Eight One Percent) of the fully diluted paid-up capital of the Company (II) the SHA amongst the Company, Proposed Allottee and the Promoters. The Board has authorized Mr. Mahendra R. Shah, Chairman and Wholetime Director of the Company to sign the SSA and SHA on behalf of the Company. 2. Issuance and allotment of equity sh ares by way of preferential issue on private placement basis ("Preferential Issue"): Subject to the approval of shareholders of the Company and condition specified under the SSA and such other regulatory/governmental authorities as may be required, the Board has approved to create, offer, issue and allot by way of a preferential issue of 97, 98,432 (N inety Seven Lakhs Ninety Eight Thousand Four Hundred Thirty Two) equity shares, at an issue price of Rs53.58 (Rupees Fifty Three and Paise Fifty Eight)per equity share of the face value of Rs.1/- (Rupee One only) each, an issue price as determined in accordance with the provisions of Chapter V of the SEBI ICDR Regulations to JFE Shoji India Private Limited, a company belonging to the Non-Promoter Group category (public category) on a private placement basis representing to 5.81 % (Five Point Eight One Percent) of the fully diluted paid-up capital of the Company on such terms and condition as provided under the SSA and SHA and as may be determined by the Board. 3. Execution of Agency and Distributorship Agreement ("Agr eement") with JFE Shoji India Private Limited The Board has approved the execution of the Agreement between the Company and JFE Shoji India Private Limited to convey rights to JFE Shoji India Private Limited to act as (i) an exclusive agent of the Company for the sale and marketing of the Products (as defined in the Agreement) to be manufactured by the Company within the Territory (as defined in the Agreement); and (ii) an exclusive distributor of the Company for the sale and marketing of the Products within the Territory. The Board has authorised Mr. Mahendra R. Shah, Chairman a nd Wholetime Director of the Company to sign the Agreement on behalf of the Company. 4. The Board has fixed the Relevant Date, in terms of provisions of the SEBI ICDR Regulations for determining the fl o or price for the preferential issue i. e., Tues day , March 12, 2024. 5. The Board has approved the notice of the Extra Ordinary General Meeting for the approval of the shareholders of the Company. 6.The Board has fixed Friday, March 15,2024, as the cut-off date for the purpose of the dispatch of notice of Extra Ordinary General Meeting electronically, along with the details of e-voting to the shareholders of the Company. 7. The Board has appointed Mr. Kamlesh M. Shah, proprietor of Mis. Kamlesh M. Shah & Co., practicing company secretary, Ahmedabad as scrutinizer to conduct the voting process in a fair and transparent manner.