Ref: SECTL/2021 - 107 | November 15, 2021 |
BSE Limited | National Stock Exchange of India Limited |
Phiroze Jeejeebhoy Towers, | Exchange Plaza, 5th Floor, Plot No. C/1, G-Block, |
Dalal Street, | Bandra-Kurla Complex, Bandra (East) |
MUMBAI - 400 001 | MUMBAI - 400 051 |
Scrip Code: BSE - 532974 | NSE - BIRLA MONEY |
Dear Sir / Madam, |
Sub : Outcome of Board Meeting pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations")
Pursuant to Regulation 30 of the SEBI Listing Regulations, we wish to inform you that the Board of Directors, at its Meeting held today, November 15, 2021, has, inter alia, approved the following matters subject to the approval of the shareholders and other conditions and considerations as applicable:
- Reclassification and increase in the Authorized Share Capital of the Company as follows:
-
reclassification of the Authorized Share Capital from Rs.25 Crore comprising of Rs.15 Crore divided into 15 Crore Equity Shares of Re.1/- each and Rs.10 Crore divided into 10 Lakh Preference Shares of Rs.100/- each, to Rs.25 Crore comprising of
Rs.7 Crore divided into 7 Crore Equity Shares of Re.1/- each and Rs.18 Crore divided into 18 Lakh Preference Shares of Rs.100/- each, and -
increase in the Authorised Share Capital from the existing Authorised Share Capital of Rs.25 Crore, to Rs.33 Crore comprising of Rs.7 Crore divided into 7 Crore Equity
Shares of Re.1/- each and Rs.26 Crore divided into 26 Lakh Preference Shares of Rs.100/- each.
-
reclassification of the Authorized Share Capital from Rs.25 Crore comprising of Rs.15 Crore divided into 15 Crore Equity Shares of Re.1/- each and Rs.10 Crore divided into 10 Lakh Preference Shares of Rs.100/- each, to Rs.25 Crore comprising of
- Amendment in Share Capital Clause V of the Memorandum of Association and Article 3 of the Articles of Association of the Company
- Material Related Party Transactions with Aditya Birla Capital Limited, Promoter and Holding Company, under Regulation 23 of the SEBI Listing Regulations
- Approved the offer and issuance of 16,00,000 4% Non-Cumulative Non‐Convertible Redeemable Preference Shares of face value of Rs.100 each, at an issue price of Rs.500 per share aggregating to Rs.80 Crore to Aditya Birla Capital Limited, Promoter and Holding Company, on a private placement basis pursuant to Section 42 of the Companies Act, 2013 and applicable rules made thereunder.
The proceeds of the issue will be utilized towards redemption of existing Redeemable Preference Shares of the Company and for the business operations of the Company.
Information as per Regulation 30 of the SEBI Listing Regulations for issuance of Non-Convertible Securities is given below:
(i) | Type of securities proposed to be | Non-Cumulative | Non-Convertible | Redeemable |
issued | Preference Shares | |||
(ii) | Type of issuance | On Private Placement basis | ||
(iii) | Name of Investor | Aditya Birla Capital Limited, Promoter and Holding | ||
Company | ||||
(iv) | Total number of securities proposed to | Up to 16,00,000 Preference Shares, face value of | ||
be issued | Rs.100 each | |||
(v) | Size of the Issue | Issue of up to | 16,00,000 4% | Non-Cumulative |
Non-Convertible Redeemable Preference Shares, face | ||||
value of Rs.100 each at an issue price of Rs.500 per | ||||
share aggregating to Rs.80 Crore | ||||
(vi) | Whether proposed to be listed? | No | ||
(vii) | Date of allotment | Date of allotment shall be decided by the Board of | ||
Directors upon obtaining shareholders' approval. | ||||
Tenure of the instrument and Date of | The Preference Shares shall be redeemable at the end | |||
maturity | of 4 years or on such date as may be determined by | |||
the Board in its full discretion and varied after due | ||||
approval of the preference shareholders under Section | ||||
48 of the Companies Act, 2013, but not later than a | ||||
period exceeding ten years from the date of allotment. | ||||
(viii) | Coupon/ interest offered, schedule of | 4% p.a. dividend, non-cumulative on face value of | ||
payment of coupon/ interest and | Rs.100 per share. The dividend, if declared, will be | |||
principal; | paid annually. The Preference Shares will be | |||
redeemed, along with premium, fully on maturity. | ||||
(ix) | Charge/ security created over the | The Preference Shares are unsecured and do not | ||
assets | carry any charge on the assets of the Company | |||
(x) | Special right/ interest/ privileges | None, other that the Preference Shares shall carry a |
attached to the instrument | preferential right vis-à-vis equity shares of the | |
Company with respect to payment of dividend, if any, | ||
and repayment of capital in accordance with the | ||
applicable provisions of the Companies Act 2013. | ||
(xi) | Delay in payment of interest / principal | Not applicable |
amount for a period of more than three | ||
months from the due date or default in | ||
payment of interest / principal | ||
(xii) | Details of any letter or comments | Not applicable |
regarding payment/non-payment of | ||
interest, principal on due dates, or any | ||
other matter concerning the security | ||
and /or the assets along with its | ||
comments thereon, if any | ||
(xiii) | Details of redemption of preference | Preference Shares shall be redeemable at a |
shares indicating the manner of | redemption price of Rs.639 per share (including | |
redemption | premium of Rs.539 per share) upon maturity or at such | |
price and/or date as may be determined by the Board | ||
in its full discretion and varied after due approval of the | ||
preference shareholders under Section 48 of the | ||
Companies Act, 2013, but not later than a period | ||
exceeding ten years from the date of allotment. | ||
(xiv) | Valuation Report | The Company has obtained a Valuation Report dated |
November 11, 2021 from the registered valuer, | ||
M/s. Bansi S. Mehta & Co., Chartered Accountants for | ||
determining the Issue Price of the Preference Shares. | ||
The approval of shareholders of the Company will be obtained for the above matters at an Extra Ordinary General Meeting to be convened through Video Conferencing (VC) / Other Audio Visual Means (OAVM) for which separate intimation shall be made in due course.
The Meeting commenced at 3.00 pm and concluded at 3.55 pm.
This is for your information and record.
Thanking you,
For Aditya Birla Money Limited
SANGEETA MUKESH SHETTY
Digitally signed by
SANGEETA MUKESH SHETTY
Date: 2021.11.15 16:01:57 +05'30'
Sangeeta Shetty Company Secretary
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Aditya Birla Money Ltd. published this content on 15 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 November 2021 08:42:05 UTC.