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Bharat Forge Ltd — Capital/Financing Update 2022
Mar 8, 2022
61415_rns_2022-03-08_4376688e-ae37-4e50-b3f0-ee9fe96cbd11.pdf
Capital/Financing Update
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B H A R A T F O R GE
March 08, 2022
To,
BSE Limited,
1st Floor, New Trading Ring, Rotunda Building, P.J. Towers, Dalal Street, Fort, Mumbai - 400 001 BSE SCRIP CODE - 500493
National Stock Exchange of India Limited
'Exchange Plaza', Bandra-Kurla Complex, Sandra (East) Mumbai- 400 051 Symbol: BHARATFORG Series: EQ
Dear Sir,
Sub.: Intimation regarding incorporation of a step-down subsidiary
Ref.: Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
We wish to inform you that Kalyani Strategic Systems Limited ("KSSL"), a wholly owned subsidiary of Bharat Forge Limited ("the Company") has incorporated a Company "Sagar-Manas Technologies Limited" ("SMTL") (CIN: U291 00PN2022PLC209117) on March 07, 2022 as a wholly owned subsidiary.
SMTL has been incorporated pursuant to a Joint Venture Agreement ("Agreement") executed between KSSL and Open Joint Stock Company Dastan Transnational Corporation Ltd.("Dastan") with an aim to participate in joint upgradation and manufacturing/ providing solutions for marine and defence products which will be undertaken through SMTL as a special purpose vehicle. Dastan, a Kyrgyzstan entity, is a leading multipurpose enterprise engaged in the development, manufacturing, sale of defence equipment, electronic devices, medical centrifuges, etc.
Upon completion of conditions �recedent as envisaged in the Agreement, Dastan will acquire 49% of stake in SMTL. Consequently, KSSL will hold 51 % and Dastan will hold 49% equity in SMTL.
The details as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD4/2015 dated 9[th] September, 2015 is given as under:
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KALYAN I
BHARAT FORGE LIMITED, MUNDHWA, PUNE411036, MAHARASHTRA, INDIA. PHONE:+ 91 20 6704 2476 6704 2777 (Secreta1ial) Fax 020 2682 2163 CIN L25209PN 1961 PLC0l2046 Fm�il· •fwt�li�I "bh;1rfttfr11,. rn,1 WER'ilTE; w111w.bh�ntforg�.r.om
BHARAT FORGE
| a) | Name of the target entity, | Name:Sagar-Manas Technologies Limited | |
|---|---|---|---|
| details in brief such as size, | ("SMTL") | ||
| turnover etc. | |||
| Authorized Capital:Rs. 7,500 (750 equity | |||
| shares of Rs. 10/- each) | |||
| Issued, Subscribed & Paid-up Capital:Rs. | |||
| 7,500 (750 equity shares of Rs. 10/- each) | |||
| Turnover: Nil, since SMTL is a newly |
|||
| incorporated company. | |||
| b) | Whether the acquisition would | KSSL, wholly owned subsidiary has |
|
| fall within related party |
incorporated SMTL as wholly owned |
||
| transaction(s) and whether the | subsidiary. | ||
| promoter/ promoter group/ |
|||
| group companies have any | The initial subscription by KSSL does not fall | ||
| interest in the entity being | within the purview of related party |
||
| acquired? | transaction. | ||
| If yes, nature of interest and | |||
| details thereof and whether the | The promoter/promoter group of the |
||
| same is done at "arm's length"; | Company have no interest in SMTL. | ||
| c) | Industry to which the entity | Manufacturing and providing solutions for | |
| being acquired belongs; | marine and defence products/ equipment | ||
| d) | Objects and efects of |
SMTL is incorporated for setting up a special | |
| acquisition (including but not | purpose vehicle company for participating in | ||
| limited to, disclosure of reasons | joint upgradation/ development and |
||
| for acquisition of target entity, if | manufacturing of defence products and | ||
| its business is outside the main | equipment by virtue of collaboration with | ||
| line of business of the listed | Dastan. | ||
| entity); | |||
| SMTL will use advanced technology to | |||
| undertake its objectives. | |||
| This will result in growth opportunities and | |||
| business expansion in line with the strategic | |||
| goals of KSSL. | |||
| e) | Brief details of any |
Not Applicable | |
| governmental or regulatory |
|||
| approvals required for the |
|||
| acquisition; | |||
| f) | Indicative time period for |
Not Applicable. | |
| completion of the acquisition; | |||
| However, after completion of condition | |||
| precedents as envisaged in the Agreement, | |||
| �' KALYANI � E r I � BHARAT FORGE LIMITED, MUNDHWA, PUNE41 I 036, MAHARASHTRA, INDIA. C411 036.o PHONE:+ 91206704 2 476 6704 2777 (Secretarial) Fax 020 2682 2163 CIN l25209PN1961 PLC0l2046, Email.ectellltbhl1,t,haiutllrnl.Clll!I WEBSITE: www.bhar.1furg�.co1n � |
BHARAT FORGE
| Dastan will acquire 49% of paid up equity | |||
|---|---|---|---|
| capital of SMTL. | |||
| g) | Nature of consideration |
- |
Cash |
| whether cash consideration or | |||
| share swap and details of | the | ||
| same; | |||
| h) | Cost of acquisition or the price | Rs. 7,500/- (Rupees Seven Thousand Five | |
| at which the shares |
are | Hundred Only) (750 equity shares of Rs. 10/- | |
| acquired; | each subscribed by KSSL) | ||
| i) | Percentage of shareholding / | 100% of shareholding by KSSL (99.94% by | |
| control acquired and / |
or | KSSL+ 0.06% through nominees). |
|
| number of shares acquired; | Consequently, SMTL becomes a step down | ||
| subsidiary of the Company. | |||
| j) | Brief background about | the | Brief background: |
| entity acquired in terms | of | ||
| products/line of business |
KSSL has promoted and incorporated SMTL | ||
| acquired, date of incorporation, | to undertake design, development, |
||
| history of last 3 years turnover, | manufacturing, assembly, testing, |
||
| country in which the acquired entity has presence and any |
integration, trading, marketing, sales, providing services, spares support, afer |
||
| other significant information | (in | sales support,R&Dfor various marine and | |
| brief); | defence products and solutions. | ||
| Date of incorporation: | |||
| March 07, 2022 | |||
| Turnover for past 3 years: | |||
| Nil, since SMTL is a newly incorporated | |||
| company. |
Kindly take the same on record.
Thanking you,
Yours faithfully, For Bharat Forge Limite /i Tejasw audhari Company Secretary & Compliance Officer
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KALYAN I
BHARAT FORGE LIMITED, MUNDHWA, PUNE41 I 036, MAHARASHTRA, INDIA. PHONE:+ 91 20 6704 2476 6704 2777 (Secretarial) Fax 020 2682 2163 CIN L25209PN196JPLC0J2046 Eimoil; u,mvlilriul r11bhu1 forQ,OOm Wlil lTli1 w1•,[1] 11[1] ,bh11mtfm,go.oom