Induss is a leading manufacturer of rice mills and related accessories, offering fully automatic, world-class machinery designed for maximum production efficiency.
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Induss is a leading manufacturer of rice mills and related accessories, offering fully automatic, world-class machinery designed for maximum production efficiency.
Induss Food Products & Equipments limited
Registered
Office: 238B, A.J.C Bose Road, Kolkata – 700 020;
cin: L35204WB1987PLC031664; Tel. No.: +91 33 2287 8503;
Email: info@indussgroup.com; Website: www.indussgroup.net
NOTICE OF POSTAL BALLOT
PURSUANT TO SECTIONS 108 AND 110 OF THE COMPANIES ACT,
2013 READ WITH RULES 20 AND 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION)
RULES, 2014 RELATING TO PASSING OF THE RESOLUTION BY POSTAL BALLOT READ WITH REGULATION 44 OF THE SECURITIES AND
EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2015 & SECURITIES
AND EXCHANGE BOARD OF INDIA (DELISTING OF EQUITY SHARES) REGULATIONS, 2021 (“DELISTING REGULATIONS”).
Dear Member(s),
NOTICE is hereby given to
the members of M/s. Induss Food Products & Equipments Limited (“the Company”) that pursuant to the
provisions of Section 108 read with Section 110 and other applicable
provisions, if any, of the Companies Act, 2013, (“the Act”) (including
any statutory modification or re-enactment thereof for the time being in
force), read with Rules 20 and 22 of the Companies (Management and
Administration) Rules, 2014, (“the Rules”), Regulation 44 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial
Standard on General Meetings (“SS-2”) issued by The Institute of Company
Secretaries of India, each as amended, read with, and in accordance with the
guidelines prescribed by the Ministry of Corporate Affairs (“MCA”), inter-alia, for conducting
Postal Ballot through E-voting vide General Circular Nos. 14/2020 dated April
08, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020
dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June
23, 2021, 20/2021 dated December 08, 2021, 03/2022 dated May 05, 2022, 11/2022
dated December 28, 2022, 09/2023 dated 25th September, 2023, 09/2024 dated
September 19, 2024 and 03/2025 dated September 22, 2025 read with Circulars
issued in this regard in relation to extension of the framework provided in the
aforementioned circulars till further orders, issued by the Ministry of
Corporate Affairs (hereinafter collectively referred to as “MCA Circulars”) and Circular no.
SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 03, 2024 issued by the
Securities and Exchange Board of India (“SEBI”)
read together with earlier Circulars issued by SEBI in this regard
(collectively referred to as “SEBI
Circulars”), and such other applicable laws, rules and regulations, the
resolution as set out in this notice is proposed for approval of the members of
the Company through Postal Ballot by way of remote e-voting only.
An Explanatory Statement pursuant to Sections 102, 110
and other applicable provisions, if any, of the Act, pertaining to the said
resolution setting out the material facts and the reasons thereof is annexed to
the Postal Ballot Notice, for your consideration.
In compliance with the aforesaid MCA Circulars, this
Postal Ballot Notice is being sent only in electronic form to those Members
whose e-mail addresses are registered with the Company/RTA/ Depositories and
whose names appear in the Register of Members as on Friday, October 10, 2025
(the “Cut-Off Date”). Accordingly,
physical copy of the Notice along with Postal Ballot Form and pre-paid business
reply envelope are not being dispatched to the Members for this Postal Ballot
and members are requested to communicate their assent or dissent on the
proposed resolution through the remote e-voting system.
In compliance with Regulation 44 of the Listing
Regulations and pursuant to the provisions of Section 108 and Section 110 of
the Act read with the Rules framed thereunder, and the MCA Circulars and SS-2,
the Company is providing remote e-voting facility to its members, to enable
them to cast their votes electronically instead of submitting the Postal Ballot
Form physically. The Company has engaged the services of Central Depository Services (India)
Limited (“CDSL”) for the purpose of providing remote e-voting facility
to its members. The instructions for remote e-voting are appended to this
Notice.
The Notice of this Postal Ballot is also
available on the website of the Company at www.indussgroup.net; website of the Calcutta
Stock Exchange at www.cse-india.com and also on the website
of CDSL at www.evotingindia.com.
The e-voting period shall commence from Saturday, October 18, 2025 at 10:00 A.M IST and shall end on Sunday, November 16, 2025 at 05:00 P.M IST. Members desirous of
exercising their votes through the remote e-voting process are requested to
carefully read the instructions indicated in this Notice and record their
assent (FOR) or dissent (AGAINST) by following the procedure as
stated in the Notes forming part of the Notice for casting of votes by remote
e-voting not later than 05:00 P.M. (IST) on Sunday, November 16, 2025. The
remote e-voting facility will be disabled by CDSL immediately thereafter.
The Board of Directors of the Company have
appointed Mr. Saurabh Basu, Proprietor of M/s. S Basu & Associates, the
peer reviewed Company Secretaries, Membership No.: ACS 18686, CP no.: 14347 as
the Scrutinizer for conducting the postal ballot process through remote
e-voting in a fair and transparent manner in accordance with the provisions of
the Act and the Rules framed thereunder.
Upon completion of the scrutiny of remote
e-voting, the Scrutinizer will submit a report to the Chairman of the Company
or any other person authorised by the Chairman. The results of the remote
e-voting conducted through postal ballot shall be intimated to Calcutta Stock
Exchange, where the Company’s equity shares are listed, within a period of 2
working days from the conclusion of the e-voting. The results would also be
uploaded on the website of the Company at www.indussgroup.net and
on the website of CDSL at www.evotingindia.com. The same shall also be displayed on the notice board of the
Company at its Registered Office.
In the
event the proposed resolution is approved by requisite majority of shareholders
by means of e-voting, and also subject to that the votes cast by Public
Shareholders in favour of the resolution is at least two times the number of
votes cast by the Public Shareholders against the proposed resolution, the last
date of e-voting i.e. Sunday, November 16, 2025 shall be deemed to be the date
of passing of the said resolution.
SPECIAL
BUSINESS:
Approval
for Voluntary Delisting of the Equity Shares of the Company from The Calcutta
Stock Exchange Limited (“CSE”) i.e.,
the only Stock Exchange where the equity shares of the Company are presently listed:
To consider and, if thought fit, to pass, with or
without modification(s), the following resolution as a Special Resolution:
“RESOLVED THAT pursuant
to (i) the intention letter dated Friday, September 26, 2025 as received from
Mr. Shanti Swarup Aggarwal forming part of the Promoters / Promoter Group of
the Company, conveying his intention to voluntarily delist the equity shares of
the Company from the CSE in accordance with the Securities and Exchange Board
of India (Delisting Of Equity Shares), Regulations 2021 as amended from time to
time (“Delisting Regulations”); and
(ii) the approval of the Board of Directors of the Company at their meeting
held on Monday, October 13, 2025 for the voluntary delisting of the Equity Shares
of the Company from the CSE and subject to the applicable provisions of the Companies
Act, 2013 and rules made thereunder, the Delisting Regulations, Securities and
Exchange Board of India (Listing Obligations And Disclosure Requirements)
Regulations, 2015, as amended from time to time and such other applicable
provisions of the laws and receipt of the necessary approvals from CSE and such
other approvals as may be required under applicable law and subject to the
terms of such approvals, the approval of the Members of the Company be and is
hereby accorded to the proposed voluntary delisting of the Equity Shares of the
Company from CSE through acquisition of Equity Shares held by the Public
Shareholders of the Company.”
“RESOLVED FURTHER THAT the Board of Directors and Company
Secretary of the Company be and are hereby authorized severally on behalf of
the Company to do, either by themselves or through delegation to any person, as
they may in their absolute discretion deem fit, all such acts, deeds, matters
and things as they may at their discretion deem necessary or expedient for such
purpose and to make all necessary filings to facilitate the Delisting Offer in
accordance with the conditions specified in the Delisting Regulations and the
applicable provisions of the Companies Act, 2013, including making applications
to CSE for seeking the in-principle and final approval for the Delisting Offer
and to execute all such deeds, documents or writings as are necessary or
expedient, to settle any questions, difficulties or doubts that may arise in
this regard or delegate the aforesaid authority to any person or to engage any
advisor, lawyers, consultant, agent or intermediary, as they may in their
absolute discretion deem fit.”
“RESOLVED
FURTHER THAT all actions taken or required to be taken by the
Board in connection with any matter referred to above or are contemplated in
the foregoing resolutions are hereby approved, ratified and confirmed in all
respects.”
|
Date: 13.10.2025 Place: Kolkata |
By Order of the
Board of Directors For Induss Food Products &
Equipments Limited Sd/- Narendra Narayan
Mandal Company
Secretary & Compliance Officer |
NOTES:
1.
The Explanatory Statement
pursuant to Section 102 read with Section 110 and other applicable provisions,
if any of the Act read with the Companies (Management and Administration)
Rules, 2014 setting out material facts and the relevant details, pursuant to Regulation
36(3) of the Listing
Regulations are annexed hereto and forms part of
this Notice.
2.
In terms of Section 110 of
the Act read with the Rule 20 and Rule 22 of the Companies (Management and
Administration) Rules, 2014, the business set out in the Notice above is sought
to be passed by postal ballot by way of remote e-voting only.
3.
In accordance with the MCA
circulars, Postal Ballot Notice is being sent through electronic mode only to
those Members whose names appear on the Register of Members/List of Beneficial
Owners as on Friday, October 10,
2025
(“Cut-Off
Date”) as received from National Securities Depository Limited (NSDL)/
Central Depository Services (India) Limited (CDSL) and whose e-mail address is
registered with the Company/Depositories/Depositories Participants.
4.
Only those Members whose
names are appearing in the Register of Members/List of Beneficial Owners as on
the Cut-Off Date shall be eligible to cast their votes through postal ballot. A
person who is not a member as on the Cut-Off Date should treat this Notice for
information purposes only.
It is also clarified that all members of
the Company as on the Cut-Off Date (including those members who may not have
received this Notice due to non-registration of their email addresses with the
Company/RTA/Depositories) shall be entitled to vote in relation to the
aforementioned resolution in accordance with the process specified in this
Notice.
5.
The shareholders who have
not yet registered their email address/mobile no. are requested to get their
email addresses/mobile no. registered as per the following procedure.
|
For Physical Share holders
|
Provide necessary details like Folio No.,
Name of shareholder, scanned copy of the share certificate (front and back),
PAN (self-attested scanned copy), AADHAR (self-attested scanned copy) by
sending an email to the Company’s Registrar and Share Transfer Agent (RTA) Niche
Technologies Private Limited (NTPL) at nichetechpl@nichetechpl.com and copy
to the Company at info@indussgroup.com. |
|
For Demat Shareholders
|
Update your email id & mobile no. with your respective
Depository Participant (DP) |
|
For Individual Demat Shareholders |
Update your email id & mobile no. with your respective
Depository Participant (DP) which is mandatory while e-voting. |
6.
Members may please note that
the Postal Ballot Notice will also be available on the Company website at www.indussgroup.net; website of the Calcutta Stock Exchange at www.cse-india.com and also from the website of CDSL at www.evotingindia.com.
7.
In compliance with the
provisions of Section 108 and Section 110 of the Act read with Rules 20 and 22
of the Rules, Regulation 44 of the Listing Regulations, MCA Circulars and SS-2,
the Company is pleased to provide remote e-voting facility to its Members, to
enable them to cast their votes electronically and has engaged Central
Depository Services Limited (CDSL) for the same. The detailed procedure with
respect to remote e-voting is mentioned in note no. 17 of this Notice.
8.
The remote e-voting shall
commence from Saturday, October 18,
2025 at 10:00 A.M IST and shall
end on Sunday, November 16, 2025 at 05:00 P.M IST.
During this period, Members of the Company holding shares in physical or
electronic form as on the Cut-Off Date may cast their vote electronically. The
remote e-voting module shall be disabled by CDSL for voting thereafter.
9.
The Board of Directors of
the Company, appointed Mr. Saurabh Basu, Proprietor
of M/s. S Basu & Associates, the peer reviewed Company Secretaries,
Membership No.: ACS 18686, CP no.: 14347, as
the Scrutinizer for conducting the postal ballot process in a fair and
transparent manner.
10.
The Scrutinizer will submit
his consolidated report to the Chairman, or any other person authorised by him,
after completion of scrutiny of the votes cast, and the result of the voting by
Postal Ballot will be announced by the Chairman or any other person authorized
by him. The Scrutinizer’s decision on the validity of votes cast will be final.
11.
In the event the proposed
resolution is approved by requisite majority of shareholders by means of
e-voting, and also subject to that the votes cast by Public Shareholders in
favour of the resolution is at least two times the number of votes cast by the
Public Shareholders against the proposed resolution, the last date of e-voting
i.e. Sunday, November 16, 2025 shall be deemed to be
the date of passing of the said resolution.
12.
Resolution passed by the
Members through Postal Ballot is deemed to have been passed as if the same has
been passed at a General Meeting of the Members.
13.
The results declared along
with the Scrutinizer’s Report shall be placed on the website of the Company www.indussgroup.net; website of the Calcutta Stock Exchange at www.cse-india.com and
on the website of CDSL at www.evotingindia.com.
14.
The vote in this Postal
Ballot cannot be exercised through proxy.
15.
Once the vote on the
resolution is casted, the members shall not be allowed to change it
subsequently.
16.
All the documents referred
to in the accompanying Notice will be made available for inspection without any
fee by the Members of the Company at the Company’s registered office during
business hours on all working days (excluding Saturdays, Sundays and Public Holidays)
from the date of dispatch of the Postal Ballot Notice till the last date of
e-voting i.e. Sunday, November 16, 2025.
17.
Instructions for shareholders for e-voting are as under:
In
terms of SEBI circular no.
SEBI/HO/CFD/CMD/CIR/P/2020/242 dated
December 9, 2020, on e-Voting
facility provided by Listed Companies, read with Master Circular No.
SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, Individual
shareholders holding securities in demat mode are allowed to vote through their
demat account maintained with Depositories and Depository Participants.
Shareholders are advised to update their mobile number and
email Id in their demat accounts in order to access e-Voting facility.
(i)
Access through Depositories CDSL/NSDL e-Voting system in case of
individual shareholders holding shares in demat mode.
Login method for e-voting for Individual shareholders holding
securities in Demat mode CDSL/NSDL is given below:
|
Type
of shareholders |
Login
Method |
|
Individual
Shareholders holding securities in Demat mode with CDSL Depository |
1) Users who have opted for CDSL Easi / Easiest facility, can login
through their existing user id and password. Option will be made
available to reach e-Voting page without any further authentication. The
users to login to Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on
login icon & New System Myeasi Tab. 2) After
successful login the Easi / Easiest user will be able to see the e-Voting
option for eligible companies where the
evoting is in progress as per the information provided by company. On
clicking the evoting option, the user will be able to see e-Voting page of
the e-Voting service provider for casting your vote during the remote
e-Voting period. Additionally, there is also links provided to access the
system of all e-Voting Service Providers, so that the user can visit the
e-Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is
available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on
registration option. 4)
Alternatively, the user can
directly access e-Voting page by providing Demat Account Number and PAN No.
from a e-Voting link available on www.cdslindia.com home page. The
system will authenticate the user by sending OTP on registered Mobile &
Email as recorded in the Demat Account. After successful authentication, user
will be able to see the e-Voting option where the evoting is in progress and
also able to directly access the system of all e-Voting Service Providers.-Voting
Service Providers. |
|
Individual
Shareholders holding securities in demat mode with NSDL Depository |
1)
If you are already registered for NSDL
IDeAS facility, please visit the e-Services website of NSDL. Open web browser
by typing the following URL: https://eservices.nsdl.com
either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click
on the “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. After
successful authentication, you will be able to see e-Voting services. Click
on “Access to e-Voting” under e-Voting services and you will be able to see
e-Voting page. Click on company name or e-Voting service provider name and
you will be re-directed to e-Voting service provider website for casting your
vote during the remote e-Voting period. 2) If the user is not registered for IDeAS e-Services, option to register
is available at https://eservices.nsdl.com. Select “Register Online for
IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3) Visit
the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/
either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched,
click on the icon “Login” which is available under ‘Shareholder/Member’
section. 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. |
|
Individual Shareholders (holding
securities in Demat mode) login through their Depository Participants |
You
can also login using the login credentials of your demat account through your
Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to
see e-Voting option. Once you click on e-Voting option, you will be
redirected to NSDL/CDSL Depository site after successful authentication,
wherein you can see e-Voting feature. 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. |
Important note: Members who are unable to retrieve User ID / Password are
advised to use Forget User ID and Forget Password option available at above
mentioned website.
Helpdesk for Individual Shareholders holding securities in
demat mode for any technical issues related to login through Depository i.e.
CDSL and NSDL
|
Login
type |
Helpdesk
details |
|
Individual Shareholders holding securities in
Demat mode with CDSL |
Members
facing any technical issue in login can contact CDSL helpdesk by sending a
request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 022-23058542-43. |
|
Individual Shareholders holding securities in
Demat mode with NSDL |
Members
facing any technical issue in login can contact NSDL helpdesk by sending a
request at evoting@nsdl.co.in or
call at toll free no.: 1800 1020 990 and 1800 22 44 30. |
(ii)
Access through CDSL e-Voting system in case of shareholders
holding shares in physical mode and non-individual shareholders in demat mode.
Login method for e-Voting
for shareholder other than individual shareholders
holding shares in Demat mode & physical mode is given below:
1)
The shareholders should log on to the
e-voting website www.evotingindia.com.
2)
Click on “Shareholders” module.
3)
Now enter your User ID
a.
For CDSL: 16 digits beneficiary ID,
b.
For NSDL: 8 Character DP ID followed by 8
Digits Client ID,
c.
Shareholders holding shares in Physical
Form should enter Folio Number registered with the Company.
4)
Next enter the Image Verification as displayed
and Click on Login.
5)
If
you are holding shares in demat form and had logged on to www.evotingindia.com
and voted on an earlier e-voting of any company, then your existing password is
to be used.
6)
If you are a
first-time user follow the steps given below:
|
|
For
Shareholders holding shares in Demat Form other than individual and Physical
Form |
|
PAN |
Enter your
10-digit alpha-numeric *PAN issued by Income Tax Department (Applicable for
both demat shareholders as well as physical shareholders). Shareholders who
have not updated their PAN with the Company / Depository Participant are
requested to use the sequence number sent by Company / RTA or contact Company
/ RTA. |
|
Dividend
Bank Details OR Date of Birth (DOB) |
Enter the
Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in
your demat account or in the company records in order to login. If both the
details are not recorded with the depository or company, please enter the
member id / folio number in the Dividend Bank details field as mentioned in
instruction (v). |
(iii)
After entering these details
appropriately, click on “SUBMIT” tab.
(iv)
Shareholders holding shares in physical
form will then directly reach the Company selection screen. However, shareholders
holding shares in demat form will now reach ‘Password Creation’ menu 6 wherein
they are required to mandatorily enter their login password in the new password
field. Kindly note that this password is to be also used by the demat holders
for voting for resolutions of any other company on which they are eligible to
vote, provided that company opts for e-voting through CDSL platform. It is
strongly recommended not to share your password with any other person and take
utmost care to keep your password confidential.
(v)
For shareholders holding shares in
physical form, the details can be used only for e-voting on the resolutions
contained in this Notice.
(vi)
Click on the EVSN for the relevant on
which you choose to vote.
(vii)
On the voting page, you will see “RESOLUTION
DESCRIPTION” and against the same the option “YES / NO” for voting. Select the
option YES or NO as desired. The option YES implies that you assent to the
Resolution and option NO implies that you dissent to the Resolution.
(viii)
Click on the “RESOLUTIONS FILE LINK” if
you wish to view the entire Resolution details.
(ix)
After selecting the resolution, you have
decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If
you wish to confirm your vote, click on “OK”, else to change your vote, click
on “CANCEL” and accordingly modify your vote.
(x)
Once you “CONFIRM” your vote on the
resolution, you will not be allowed to modify your vote.
(xi)
You can also take a print of the votes
cast by clicking on “Click here to print” option on the Voting page.
(xii)
If a demat account holder has forgotten
the login password, then Enter the User ID and the image verification code and
click on Forgot Password & enter the details as prompted by the system.
(xiii)
There is also an optional provision to
upload BR/POA if any uploaded, which will be made available to scrutinizer for
verification.
(xiv)
Additional Facility for Non – Individual
Shareholders and Custodians – For Remote Voting only.
·
Non-Individual shareholders (i.e. other
than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and
register themselves in the “Corporates” module.
·
A scanned copy of the Registration Form
bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.
·
After receiving the login details a
Compliance User should be created using the admin login and password. The
Compliance User would be able to link the account(s) for which they wish to
vote on.
·
The list of accounts linked in the login
will be mapped automatically & can be delink in case of any wrong mapping.
·
It is Mandatory that, a scanned copy of
the Board Resolution and Power of Attorney (POA) which they have issued in
favour of the Custodian, if any, should be uploaded in PDF format in the system
for the scrutinizer to verify the same.
·
Alternatively Non Individual shareholders
are required mandatory to send the relevant Board Resolution/ Authority letter
etc. together with attested specimen signature of the duly authorized signatory
who are authorized to vote, to the Scrutinizer and to the Company at the email
address info@indussgroup.com, if
they have voted from individual tab & not uploaded same in the CDSL
e-voting system for the scrutinizer to verify the same.
GENERAL
INSTRUCTIONS/INFORMATION FOR MEMBERS FOR VOTING ON THE RESOLUTION
All grievances connected with the
facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi,
Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th
Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel
(East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call at toll free no. 1800 22 55 33
|
Date: 13.10.2025 Place: Kolkata |
By Order of the
Board of Directors For Induss Food Products &
Equipments Limited Sd/- Narendra Narayan
Mandal Company
Secretary & Compliance Officer |
EXPLANATORY
STATEMENT FOR THE PROPOSED RESOLUTION PURSUANT TO SECTION 102 READ WITH SECTION
110 OF THE COMPANIES ACT, 2013
1. As on
date 8,50,000 fully paid-up equity shares of face value of Rs. 10/- each of
M/s. Induss Food Products & Equipments Limited (“Company”) are presently listed on the CSE. The Acquirer including
the Promoters/ Promoter Group of the Company collectively hold 6,23,750 equity
shares of the Company constituting 73.38% of the subscribed and fully paid-up
equity and voting share capital of the Company.
2. The
Board of Directors of the Company had received an intent letter dated Friday, September
26, 2025 from Mr. Shanti Swarup Aggarwal forming part of the Promoter /
Promoter Group of the Company, containing the proposal for voluntary delisting
of the Equity Shares of the Company, on behalf of self and other constituents
of the Promoters / Promoter Group from CSE and also an Initial Public
Announcement dated Friday, September 26, 2025 from M/s. VC Corporate Advisors
Private Limited, Merchant Banker (“Merchant Banker”) on behalf of Mr. Shanti
Swarup Aggarwal (hereinafter referred to as the “Acquirer”) and other constituents of the Promoter / Promoter Group.
In the said Letter, it is notified about the intention to acquire along with
the other constituents of the Promoter Group, as the case may be, the equity
shares held by the public shareholders of the Company (“Public Shareholders”)
by providing an exit opportunity through a voluntary delisting offer (“Delisting
Offer”) in accordance with
Securities and Exchange Board of India (Delisting of Equity Shares),
Regulations 2021 (“Delisting Regulations”) for acquiring 2,26,250 fully
paid-up equity shares collectively representing 26.62% of the subscribed and
fully paid-up equity and voting share capital held by the Public Shareholders,
in order to delist the equity shares from the CSE, i.e. the only Stock Exchange
where the equity shares of the Company are presently listed.
3. The
objective of the proposed Delisting Offer is to obtain absolute ownership of
the Company which will provide the Promoters an enhanced operational
flexibility. Additionally, the Promoters believe that the proposed Delisting
Offer would provide an exit opportunity to the Public Shareholders as the
equity shares have not been traded in any Stock Exchange for many years.
4. Pursuant
to the intimation received from the Acquirer and the Initial Public
Announcement, the Board of Directors of the Company appointed Mr. Saurabh Basu,
Proprietor of M/s. S Basu & Associates, Practicing Company Secretary as
“Peer Reviewed Practicing Company Secretary” for carrying out due diligence as
required in terms of Regulation 10(3) of the Delisting Regulations. The Peer
Reviewed Practicing Company Secretary in its report certified that Acquirer and
its related entities have not carried out any transaction to facilitate the
success of the Delisting Offer, which is contravening with the provisions of
sub-regulation (5) of Regulation 4 of the Delisting Regulations. The Board of
Directors of the Company at their meeting held on Monday, October 13, 2025 took
on the record the due diligence certificate issued by the Peer Reviewed Company
Secretary and the Valuation Report issued by Mr. Bhavin R Patel, an Independent
IBBI Registered Valuer (IBBI Reg No: IBBI/RV/05/2019/116680). On receipt of the
Due Diligence Report dated Monday, October 13, 2025 from the Peer Reviewed
Practicing Company Secretary, the Board of Directors at their meeting held on Monday,
October 13, 2025 approved the proposed delisting in terms of Regulation 10(1)
of the Delisting Regulations subject to approval of Public Shareholders of the
Company. The outcome of the meeting of the Board of Directors of the Company
held for approving the Delisting Offer was notified to CSE on the same day of
meeting i.e. Monday, October 13, 2025.
5. The
Board of Directors of the Company in accordance with Regulation 10(4) of the
Delisting Regulations certified that:
a) The Company is in compliance with applicable
provisions of the securities law;
b) The Acquirer and its related entities are in compliance
with applicable provisions of securities laws in terms of the report of the
‘Peer Reviewed Company Secretary’ including compliance with Regulation 4 (5) of
the Delisting Regulations;
c) The delisting proposal is in the best interest of
the shareholders of the Company.
6. In
compliance with the applicable provisions of the Delisting Regulations, the Floor
Price has been determined in terms of Regulation 19A of the Securities and
Exchange Board of India (Delisting of Equity Shares) Regulations, 2011. In this
regard Mr. Bhavin R Patel, Proprietor of Bhavin R Patel & Associates has
derived the Floor Price of the equity shares of the Company at Rs. 533.76
(Rupees Five Hundred and Thirty-Three and Seventy-Six Paise Only) vide their
report dated Friday, September 26, 2025.
7. In
terms of Regulation 11 of the Delisting Regulations, the Delisting Offer
requires approval of the members of the Company by way of a special resolution
passed through a Postal Ballot (e-voting only) in accordance with the Delisting
Regulations. As per Regulation 11(4) of the Delisting Regulations, the special
resolution shall be acted upon only if the votes cast by the Public
Shareholders in favour of the delisting proposal are at least two times the
number of votes cast by the Public Shareholders against it.
8. In the
event that this special resolution is passed by the Members as set out above,
subject to receipt of in-principle approval of CSE and other applicable
statutory approval as may be deemed necessary from time to time, an Offer Letter
will be sent to all the Public Shareholders for their response to the Delisting
Offer.
9. The
approval of the members is sought for the aforesaid special resolution, after
which the Promoter will proceed, subject to receipt of necessary regulatory approvals,
to make the Delisting Offer to the members of the Company in accordance with
the provisions of the Delisting Regulations. The Board of Directors of the
Company, therefore, place the proposed resolution for your consideration and
recommends that it to be passed as a special resolution.
10. The
Board recommends the Special Resolution for approval of the shareholders. None
of the Directors, Managers, Key Managerial Personnel and their relatives,
except Mr. Shanti Swarup Aggarwal being part of the Promoter / Promoter Group
and the other constituents of the Promoters / Promoter Group, in any way, is
concerned or interested in the resolution except to the extent of their
shareholding in the Company.
|
Date: 13.10.2025 Place: Kolkata |
By Order of the
Board of Directors For Induss Food Products &
Equipments Limited Sd/- Narendra Narayan
Mandal Company
Secretary & Compliance Officer |
