Please find enclosed herewith Postal Ballot Notice dated 10th June, 2025 for Harish Textile Engineers Limited
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Harish Textile Engineers Limited has issued a Postal Ballot Notice dated June 10, 2025, seeking shareholder approval on four resolutions via remote e-voting from June 13 to July 12, 2025. The headline item is a Special Resolution to sell/transfer the company's Textile Processing and Finishing Machinery Business to Nfinia Industries Private Limited — a company owned and controlled by the promoters — as a going concern on a slump sale basis, effective from April 1, 2025 or a later mutually agreed date. Crucially, the company has disclosed that the net worth of this business as on March 31, 2025 is NEGATIVE, meaning the company will have to compensate Nfinia in cash or kind for the negative consideration. Two related Ordinary Resolutions cover: (a) approval of the same transfer as a Related Party Transaction under Section 188, and (b) a 2-year Leave & License for the registered office with promoter Mrs. Shaila Gandhi at Rs 2,50,000/month plus GST. The fourth resolution is the appointment of Mr. Ashwini Ramakant Gupta (DIN: 08930567) as Non-Executive Independent Director for a 5-year term (June 10, 2025 to June 9, 2030).
This is a significant corporate restructuring where the company is divesting a business segment to a promoter-controlled entity at terms involving negative consideration — meaning the company pays the buyer rather than receiving money. Retail investors should scrutinize the independent valuation closely, as slump sales to related parties with negative net worth can be value-dilutive. The office rent to a promoter is being tabled for shareholder approval as a governance best practice.