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| Exchange Disseminated Time 17/02/2017 20:08:19 | McNally Bharat Engineering Company Ltd has informed BSE that the Board of Directors of the Company, at their meeting held on February 17, 2017, have approved following:
1. Holding an Extra Ordinary General Meeting of the Company:
An Extra Ordinary General Meeting (EGM) of the Shareholders of the Company will be held on March 16, 2017 at 11.00 AM at Auditorium, Club Eco Vista, Ecospace Business Park, Plot No: 2-F / 11, New Town, Rajarhat, 24 Parganas (North), Kolkata: 700156;
2. Amendment of Capital Clause:
Subject to the approval of the Shareholders of the Company in the forthcoming EGM the Authorised Share Capital of the Company will be increased to Rs. 370,00,00,000 (Rupees Three Hundred and Seventy Crores Only) divided into 16,50,00,000 (Sixteen Crores and Fifty Lacs only) equity shares of Rs. 10/- (Rupees Ten Only). 8,50,00,000 Convertible Preference Shares of Rs. 10/- (Rupees Ten Only) each and 1,20,00,000 (One Crore Twenty Lacs) Non- Convertible Redeemable Preference Shares of Rs. 100/- (Rupees One Hundred Only) Each.
Consequently, subject to the approval of the Shareholders of the Company in the forthcoming EGM. Clause V of the Memorandum of Association and the relevant Article in the Articles of Association of the Company would be suitably substituted.
3. Acquisition of majority stake in Vedica:
Vedica is engaged in the business of development of real estate and resorts. Vedica owns a land at Neemrana, Rajasthan with a development plan for construction of a resort cum residential complex (“Project"'). The Project is intended to be developed jointly with a property development Company on condition that the EPC contract of the Project is awarded to the Company. The EPC contract will improve the order book position of the Company. With this objective, the Company proposes to acquire 60% of the equity share capital of Vedica for Rs. 150,00,00,000 and also the debentures issued by Vedica to the extent of Rs. 124,70,04,000. The consideration for the equity shares and debentures of Vedica is proposed to be met by issue of compulsorily convertible preference shares ("CCPS”) of the Company to the shareholders and debenture holders of Vedica at a price of Rs. 66 each. Post completion of the acquisition. Vedica shall become subsidiary of the Company.
4. Issue of securities of the Company on preferential basis:
a. 4,16,66,666 Compulsorily convertible preference shares of Rs. 10 each ("CCPS”) at a premium of Rs. 56 per CCPS to Williamson Magor & Co Limited, Williamson Financial Services Limited and Babcock Borsig Limited, Promoters of the Company against part conversion of unsecured loan amounting to Rs. 275 crores, which is lying with the Company;
b. 4,16,21,273 CCPS of Rs. 10 each for consideration other than cash to the shareholders and debenture holders of Vedica for acquisition of 60% equity shareholding and debentures of Vedica.
c. 1,88,00,000 equity shares of Rs. 10 at a premium of Rs. 56 per equity share to the investors.
The Board of Directors of the Company have authorised Mr. Dibakar Chatterjee. Company Secretary on behalf of the Board to finalise the notice to shareholders and explanatory statement for obtaining consent of the members of the Company to the Preferential Allotment and to do all such acts, deeds, matters and things as may at its sole and absolute discretion deem fit, necessary, desirable incidental or expedient for such purpose, to give effect to this resolution.
5. The Shares held by the Company in McNally Bharat Infrastructure Limited, a subsidiary of the Company will be transferred to Seajuli Developers and Finance Limited.
The meeting of the board of directors commenced at 5.00 pm and concluded at 7.20 pm. |
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