VIP Clothing : Preferential Issue

Date: December 10, 2022
To,
The Listing Department,	The Listing Department
BSE Limited	National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers,	Exchange Plaza, Plot No. C/1, G Block, Bandra-
Dalal Street, Mumbai - 400 001.	Kurla Complex Bandra (East), Mumbai-400 051.
Scrip Code: 532613	Trading Symbol: VIPCLOTHNG

Sub: Intimation of postal ballot notice under Disclosure of events & information pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations").

Dear Sir/Madam,

Pursuant to the provisions of Regulation 30 read with Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in continuation with our earlier communication dated 9th December 2022, please find enclosed herewith the Postal Ballot Notice of the Company for seeking consent by way of a special resolution through postal ballot including an option to vote through remote electronic voting ("e-voting"), in respect of following special business:

• Issue of upto 1,01,50,000 (One Crore One lac Fifty Thousands) warrants each convertible into, or exchangeable for, one equity share of the Company within the period of 18 (eighteen months) in accordance with the applicable law ("Warrants"), on Preferential basis, to specified person(s) under Promoter / Promoter Group of the Company and certain identified non-promoter persons.

Kindly take this communication on your record and disseminate.

Thanking You.

Yours faithfully,

For VIP Clothing Limited

Archana	Digitally signed by
Archana Ramesh
Ramesh
Mungunti
Mungunti	Date: 2022.12.10
15:00:46 +05'30'

Archana Mungunti

Company Secretary

A31071

Dated: 10th December 2022

Place: Mumbai

VIP Clothing Ltd.

CIN: L18101MH1991PLC059804

Registered office: C-6, Road No.22, MIDC, Andheri (East), Mumbai -400 093.

Phone: [phone]; Fax: [phone]

Email- id:[e-mail]; Website:www.vipclothing.in

VIP Clothing Limited

Registered Office : C-6, Road No.22, M.I.D.C., Andheri (East), Mumbai - 400 093

Website : www.vipclothing.in Email ID : [e-mail]

Tel : [phone] Fax : [phone]

CIN : L18101MH1991PLC059804

NOTICE OF POSTAL BALLOT

Notice pursuant to Section 108 and 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies

(Management and Administration) Rules, 2014).

To,

The Member(s) of VIP Clothing Limited

Notice is hereby given pursuant to section 110 of the Companies Act, 2013 (including any amendment thereto or re-enactment thereof) and other applicable provisions of the said Act ("Act") and applicable provisions of Companies (Management & Administration) Rues, 2014 ("Rules"), as amended from time to time and Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time ("SEBI LODR, 2015") and Secretarial Standard on General Meetings ('SS-2') issued by the Institute of Company Secretaries of India and other applicable provisions, to consider and if thought fit, to pass the following resolution noted herein as a special business for approval of members of the VIP Clothing Limited ("Company") by passing resolution by way of postal ballot and voting through electronic means ("Postal Ballot"). The members are requested to give their assent or dissent through the electronic voting system facility as provided by the Company.

The explanatory statement pertaining to the aforesaid resolution setting out the material facts concerning the same and the reasons thereof is annexed hereto. A Postal Ballot Form is also annexed hereto for your consideration and voting. The Postal Ballot Notice along with the Postal Ballot Form shall be uploaded on the website of the Company.

As required under Rule 20(3)(v) and Rule 22(3) of the Companies (Management and Administration) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force) and SS-2, advertisement for dispatch of notice and e- voting will be published in the newspapers specifying the relevant matters therein.

The Board of Directors of the Company has appointed M/s. KJB & Co LLP, Practicing Company Secretaries, Mumbai as the scrutinizer ("Scrutinizer") to conduct the Postal Ballot process in a fair and transparent manner and Link Intime India Private Limited ("LIIPL") as agency in respect of e-voting for the Postal Ballot.

Members desiring to exercise their vote by postal ballot are requested to carefully read the instructions printed in the Postal Ballot Form and return the same duly completed in the enclosed self-addressed Business Reply Envelope. Postage will be borne and paid by the Company. Postal Ballot Form(s), if sent by courier or by registered post / speed post at the expense of the Member(s) will also be accepted. The Postal Ballot Form(s) may also be deposited personally at M/s. KJB & Co LLP, Practicing Company

Secretaries, at Mumbai at Unit: VIP Clothing Limited, C/o. Link Intime India Private Limited, C 101, 247 Park, L B S Marg, Vikhroli West, Mumbai - 400 083, Maharashtra, India. The duly completed Postal Ballot Form(s) should reach the Scrutinizer not later than Tuesday, 10th January 2023 to be eligible for being considered, failing which it shall be considered as invalid.

Members desiring to opt for e-voting as per the facilities arranged by the Company are requested to read the instructions in the Notes under the section 'Voting through electronic means'. References to postal ballot(s) in this Postal Ballot Notice include votes received electronically.

The Scrutinizer will submit his report to the Managing Director / any other Director of the Company after the completion of the scrutiny of the postal ballots (including remote e-voting). The result of the postal ballot would be announced by the Managing Director or any other Director of the Company on or before Thursday, 12th January 2023 and displayed on the Notice Board of the company at its Registered Office and its Corporate Office besides being communicated to the Stock Exchanges. The results will be displayed on the website of the Company i.e. www.vipclothing.in, for the information of the Members. The last date for receipt of postal ballot forms i.e. 10th January 2023 will be taken to be the date of passing of the resolution.

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SPECIAL BUSINESS:

1. Issue of upto 1,01,50,000 (One Crore One lac Fifty Thousands) warrants each convertible into, or exchangeable for, one equity share of the Company within the period of 18 (eighteen months) in accordance with the applicable law ("Warrants"), on Preferential basis, to specified person(s) under Promoter / Promoter Group of the Company and certain identified non-promoter persons.

1. To consider and if thought fit, to pass, the following resolution, as a Special Resolution:

   "RESOLVED THAT pursuant to the provisions of Section 23, 42, Section 62(1) (c) of the Companies Act, 2013 as amended ("the Act") read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended and the Companies (Share Capital and Debentures) Rules, 2014, as amended and other applicable provisions, if any of the Act and rules made thereunder (including any statutory modifications(s) or re-enactment thereof, for the time being in force) and pursuant to Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("ICDR Regulations"), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, ("Listing Regulations"), and applicable and enabling provisions of the Memorandum and Articles of Association of the Company, applicable rules, notifications and circulars issued by the Reserve Bank of India and such other acts / rules / regulations as maybe applicable and subject to necessary approvals / consents, if any, from the competent statutory and / or regulatory authorities, as maybe applicable or necessary including the Securities and Exchange Board of India ("SEBI"), National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") and subject to such terms and condition(s), alteration(s), correction(s), change(s) and/or modification(s) as may be prescribed by any of the competent statutory and / or regulatory authorities while granting consent(s), permission(s) or approval(s), and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the "Board" which terms shall be deemed to include any committee(s) which the Board may have constituted or hereinafter constitute to exercise its power including the powers conferred by this resolution) and subject to any other alteration(s), modification(s), condition(s), correction(s), change(s) and variation(s) that may be decided by the Board in its absolute discretion, the consent of the members of the Company be and is hereby accorded to offer, issue and allot, from time to time in one or more tranches, up to 1,01,50,000 (One Crore One lac Fifty Thousand) warrants, each convertible into, or exchangeable for, 1 (one) fully paid-up equity share of the Company having face value of ₹ 2/- ( Rupee two Only) ("Warrants") at a price of ₹ 42/- (Rupees Forty-Two only) each (including a premium of ₹ 40/-) per Warrants payable in cash ("Issue Price"), aggregating upto ₹ 42,63,00,000/- (Rupees Forty-Two Crores Sixty-Three lacs only), to the following specified Promoter(s) / Promoter Group and Non-Promoter Persons / Entities (Public), in such manner and on such terms and conditions as the Board may deem fit:

2. Upto 15,00,000 (Fifteen lacs) nos. of Warrants at Issue Price, for a cash consideration, aggregating to ₹ 6,30,00,000/- (Rupees Six Crores and Thirty lacs only) to Mr. Sunil Jaykumar Pathare (PAN - ABBPP0138L) s/o Mr. Jaykumar Pathare, resident of "Sai Kunj" Thangewadi, Syndicate, Masoba Maidan, Murbad Road, Kalyan (West) - 421 301 ("Promoter 1");
3. Upto 15,00,000 (Fifteen lacs) nos. of Warrants at Issue Price, for a cash consideration, aggregating to ₹ 6,30,00,000/- (Rupees Six Crores and Thirty lacs only) to Mr. Kapil Jaykumar Pathare (PAN - AAWPP8790N) s/o Mr. Jaykumar Pathare, resident of "Sai Kunj" Thangewadi, Syndicate, Masoba Maidan, Murbad Road, Kalyan (West) - 421 301 ("Promoter 2");
4. Upto 5,00,000 (Five lacs) nos. of Warrants at Issue Price, for a cash consideration, aggregating to ₹ 2,10,00,000/- (Rupees Two Crores and Ten lacs only) to Mr. Kanishk Sunil Pathare (PAN - BTTPP4110R) s/o Mr. Sunil Jaykumar Pathare, resident of "Sai Kunj" Thangewadi, Syndicate, Masoba Maidan, Murbad Road, Kalyan (West) - 421 301 ("Promoter Group 1");
5. Upto 15,00,000 (Fifteen lacs) nos. of Warrants at Issue Price, for a cash consideration, aggregating to ₹ 6,30,00,000/- (Rupees Six Crores and Thirty lacs only) to Mr. Shankar Shashi Sharma (PAN - AMGPS6103C) s/o Mr. Shashi Shekhar Sharma, resident of Flat No. 2701/2702, 14th Floor, Om Vikas Towers, Walkeshwar Road, Malabar Hill, Mumbai - 400 006
   ("Non-Promoter Individual 1");
6. Upto 2,00,000 (Two lacs) nos. of Warrants at Issue Price, for a cash consideration, aggregating to ₹ 84,00,000/- (Rupees Eighty-Four lacs only) to Mr. Rajyavardhan Sonthalia (PAN - COKPS7477F) s/o Mr. Jyotivardhan Sonthalia, resident of 116A, Regent Park, Ranikuthi, Tollygunge, Kolkata - 700040 ("Non-PromoterIndividual 2");
7. Upto 2,00,000 (Two lacs) nos. of Warrants at Issue Price, for a cash consideration, aggregating to ₹ 84,00,000/- (Rupees Eighty-Four lacs only) to Mr. Shaurya Vardhan Sonthalia (PAN - COKPS7476E) s/o Mr. Jyotivardhan Sonthalia, resident of 116A, Regent Park, Ranikuthi, Tollygunge, Kolkata - 700040 ("Non-PromoterIndividual 3");

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1. Upto 1,00,000 (One lac) nos. of Warrants at Issue Price, for a cash consideration, aggregating to ₹ 42,00,000/- (Rupees Forty-Two lacs only) to Ms. Kanchi Chawla (PAN - AHTPC6421D) d/o Mr. Rajkumar Chawla, resident of S-368, 2nd floor, Greater Kailash II, South Delhi - 110048 ("Non-PromoterIndividual 4");
2. Upto 1,00,000 (One lac) nos. of Warrants at Issue Price, for a cash consideration, aggregating to ₹ 42,00,000/- (Rupees Forty-Two lacs only) to Mr. Vikas Gupta (PAN - AEQPG9277F) s/o Mr. Rakesh Gupta, resident of J-37, 2nd floor, South Extension, Part I, New Delhi - 110049 ("Non-PromoterIndividual 5");
3. Upto 1,00,000 (One lac) nos. of Warrants at Issue Price, for a cash consideration, aggregating to ₹ 42,00,000/- (Rupees Forty-Two lacs only) to Mr. Tilokchand P. Ostwal (PAN - AAAPO0753A) s/o Mr. Punamchand Ostwal, resident of 103, Falcon's Crest, G. D. Ambedkar Marg, Parel, Mumbai - 400 012 ("Non-PromoterIndividual 6");
4. Upto 11,00,000 (Eleven lacs) nos. of Warrants at Issue Price, for a cash consideration, aggregating to ₹ 4,62,00,000/- (Rupees Four Crores and Sixty-Two lacs only) to Mrs. Hetal Chetan Mehta (PAN - AKPPM4999R) (d/o Mr. Rasiklal Domadia) w/o Mr. Chetan Kantilal Mehta, resident of 801-802, Balaji Krupa, Plot No. 312, Telang Road, Opp. Lakshmi Nappoo hall, Matunga East, Mumbai -400 019 ("Non-PromoterIndividual 7");
5. Upto 2,00,000 (Two lacs) nos. of Warrants at Issue Price, for a cash consideration, aggregating to ₹ 84,00,000/- (Rupees Eighty-Four lacs only) to Mr. Raj Chetan Mehta (PAN - EMXPM4848H) s/o Mr. Chetan Kantilal Mehta, resident of 801-802, Balaji Krupa, Plot No. 312, Telang Road, Opp. Lakshmi Nappoo hall, Matunga East, Mumbai -400 019 ("Non-Promoter
   Individual 8");
6. Upto 2,00,000 (Two lacs) nos. of Warrants at Issue Price, for a cash consideration, aggregating to ₹ 84,00,000/- (Rupees Eighty-Four lacs only) to Mr. Jay Chetan Mehta (PAN - CXAPM8248M) s/o Mr. Chetan Kantilal Mehta, resident of 801-802, Balaji Krupa, Plot No. 312, Telang Road, Opp. Lakshmi Nappoo hall, Matunga East, Mumbai -400 019 ("Non-Promoter
   Individual 9");
7. Upto 1,00,000 (One lac) nos. of Warrants at Issue Price, for a cash consideration, aggregating to ₹ 42,00,000/- (Rupees Forty-Two lacs only) to Mr. Sunil Kumar Alagh (PAN - ACTPA7811L) s/o Mr. Alagh Kewal Krishnan, resident of 12C, IL Palazzo, Little Gibbs Road, Malabar Hill, Mumbai - 400 006 ("Non-PromoterIndividual 10");
8. Upto 5,00,000 (Five lacs) nos. of Warrants at Issue Price, for a cash consideration, aggregating to ₹ 2,10,00,000/- (Rupees Two Crores and Ten lacs only) to Mrs. Sarabpreet Kaur (PAN - AAIPK8866G) d/o Mr. Joginder Singh, resident of 21/413, Sunder Vihar, New Delhi - 110087 ("Non-PromoterIndividual 11");
9. Upto 1,00,000 (One lac) nos. of Warrants at Issue Price, for a cash consideration, aggregating to ₹ 42,00,000/- (Rupees Forty-Two lacs only) to Mr. Bhanwar Lal Chandak (PAN - ACLPC2875N) s/o Mr. Gowardhan Chandak, resident of 81, Southern Avenue, 8B, Arihant Garden, Kolkata - 700029 ("Non-PromoterIndividual 12");
10. Upto 1,00,000 (One lac) nos. of Warrants at Issue Price, for a cash consideration, aggregating to ₹ 42,00,000/- (Rupees Forty-Two lacs only) to Mrs. Shalaka Devendra Chawla (PAN - AEUPC2130F) d/o Mr. Anil Vaman Koparkar, resident of A3- 801, World SPA East, Sector 30, Gurgaon - 122001 ("Non-PromoterIndividual 13");
11. Upto 1,00,000 (One lac) nos. of Warrants at Issue Price, for a cash consideration, aggregating to ₹ 42,00,000/- (Rupees Forty-Two lacs only) to Mr. Kishor Shah (PAN - AIQPS4268J) s/o Mr. Himatlal Shah, resident of 2/1, Rowland Road, Front Building, 3rd Floor, Kolkata-700020("Non-PromoterIndividual 14");
12. Upto 1,50,000 (One lac) nos. of Warrants at Issue Price, for a cash consideration, aggregating to ₹ 63,00,000/- (Rupees Sixty- Three lacs only) to Mrs. Soniya Vyas (PAN-AEBPV9979C) w/o Mr. Devendra Vyas, resident of Acme Oasis, Tower 2, Flat No. 2405, Akurli Road, Opposite Mahindra Yellow Gate, Kandivali East, Mumbai - 400101 ("Non-Promoter Individual 15");
13. Upto 15,00,000 (Fifteen lacs) nos. of Warrants at Issue Price, for a cash consideration, aggregating to ₹ 6,30,00,000/- (Rupees Six Crores and Thirty lacs only) to Antara India Evergreen Fund Ltd. having SEBI Reg. No. INMUFP060214 having address at 4th Floor, 19 Bank Street, Cybercity, Ebene, 72201 ("Non-Promoter Entity 1");

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1. Upto 4,00,000 (Four lacs) nos. of Warrants at Issue Price, for a cash consideration, aggregating to ₹ 1,68,00,000/- (Rupees One Crore and Sixty-Eight lacs only) to Aidos India Fund Ltd. having SEBI Reg. No. INMUFP045115 having address at 4th floor 19, Bank Street, Cybercity, Ebene, Mauritius 72201 ("Non-PromoterEntity 2");

(hereinafter individually or collectively referred to as "Investors" or "Identified Persons").

RESOLVED FURTHER THAT the Company hereby notes and takes on record that in accordance with the provisions of Regulation 161 of Chapter V of the ICDR Regulations, the "Relevant Date" for the purpose of calculating the Issue Price of the Warrants be and is hereby fixed as Friday, 9th day of December, 2022, the day preceding the Sunday, 11th day of December, 2022 which falls on a weekend, which is 30 days prior to the date on which this special resolution shall deemed passed, i.e. Tuesday, 10th day of January, 2023.

RESOLVED FURTHER THAT without prejudice to the generality of the above, the Warrants issued shall be subject to the following terms and conditions:

1. In accordance with the provisions of Chapter V of ICDR Regulations, 25% (Twenty-Five Per Cent) of the Issue Price, shall be paid by the Investors to the Company on or before allotment of the Warrants ("Warrants Subscription Price") and the balance consideration i.e. 75% (Seventy-Five Per Cent) of the Issue Price shall be paid at the time of exercise of option to apply for fully paid -up Equity shares of Rs. 2/- each of the Company ("Warrants Exercise Price"), against each such Warrants held by the Investor.
2. The Investors shall be entitled to exercise his option to convert any or all of the Warrants into equity shares of the Company in one or more tranches after giving a written notice to the Company, specifying the number of Warrants proposed to be exercised along with the aggregate Issue Price payable thereon, without any further approval from the shareholders of the Company prior to or at the time of conversion and the Company shall accordingly, issue and allot the corresponding number of equity shares of the Company to the Investors.
3. The respective Investor shall make payment of Issue Price from their own bank account into the designated bank account of the Company.
4. In terms of Regulation 166 of the ICDR Regulations, the price of Warrants determined above and the number of Equity Shares to be allotted on exercise of the Warrants shall be subject to appropriate adjustments, if applicable. If the amount payable on account of the re-computation of price is not paid within the time stipulated in the ICDR Regulations, the Warrants shall continue to be locked- in till the time such amount is paid by the Investor.
5. Upon exercise of the option by Investor(s), the Company shall issue and allot appropriate number of Equity Shares and perform all such actions as are required including to credit the same to the designated securities demat account of the Investor.
6. The tenure of Warrants shall not exceed 18 (eighteen) months from the date of allotment. If the entitlement against the Warrants to apply for the Equity Shares of the Company is not exercised by the Investors within the aforesaid period of 18 (eighteen) months, the entitlement of the Investors to apply for Equity Shares of the Company along with the rights attached thereto shall expire and any amount paid by the Investors on such Warrants shall stand forfeited.
7. The Equity Shares so allotted on exercise of the Warrants shall be in dematerialized form and shall be subject to the provisions of the Memorandum and Articles of Association of the Company and shall rank pari passu with the then existing Equity Shares of the Company, including entitlement to voting powers and dividend.
8. The Warrants by itself, until exercised and converted into equity shares, shall not give to the Investors thereof any rights with respect to that of an Equity shareholder of the Company.
9. The Warrants and Equity Shares issued pursuant to the exercise of the Warrants shall be locked-in as prescribed under the ICDR Regulations.

RESOLVED FURTHER THAT the pre-preferential allotment shareholding of the Investors, if any, in the Company shall also be subject to lock-in as per the provisions of the ICDR Regulations.

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