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Mac Charles (India) Ltd. Major Shareholding Notification 2021

Jul 28, 2021

61334_rns_2021-07-28_8a562c65-295b-4bf8-96ab-28eed2ecced2.pdf

Major Shareholding Notification

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MAC CHARLES (INDIA) LTD. CIN No. L55101KA1979PLC003620 Regd. Office: No.72/4, 1[st] Floor, Cunningham Road, Bangalore – 560 052

Phone:080-4903 0000/Extn: 3490 Email: [email protected] website: www.maccharlesindia.com

The Manager Listing Department BSE Limited PJ Towers, Dalal Street, Fort Mumbai – 400 001. Fax No: 022 – 2272 3121

Date: 28.07.2021

Dear Sirs,

Sub: Disclosure under regulation 31(1) read with Regulation 28(3) of SEBI (Substantial Acquisitions of Shares and Takeovers) Regulations, 2011.

Ref: Name of the Company: Mac Charles (India) Limited Scrip code: 507836

With reference to the above, please find attached Disclosure in Annexure-II required under Regulation 31(1) Regulation 28(3) of SEBI (Substantial Acquisitions of Shares and takeovers) Regulations, 2011 submitted by the promoter of the Company Embassy Property Developments Private Limited.

Please take note of the same as compliance under SEBI (Substantial Acquisitions of Shares and Takeovers) Regulations, 2011.

Kindly acknowledge. Thanking You,

For Mac Charles (India) Limited

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Chandana Naidu Company Secretary ACS:25570

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To,

Date: 28.07.2021

The Compliance Officer MAC Charles (India) Limited #72/4, 1st Floor Cunningham Road

Bengaluru - 560001

To Listing Department BSE Limited PJ Tower, Dalal Street, Fort Mumbai – 400 001

Dear Sir,

Sub: Disclosures under Regulation 31(1) and 31(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,2011.

Ref: 1. Name of the Company: Mac Charles (India) Limited 2. BSE: 507836

With reference to the above-mentioned subject, we are hereby enclosing the disclosures under regulation 31(1) and 31(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,2011.

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email:[email protected]

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Please take note of the same as compliance under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,2011.

For Embassy Property Developments Pvt. Ltd.

NARPAT SINGH Digitally signed by NARPAT SINGH CHORARIA CHORARIA Date: 2021.07.28 16:12:35 +05'30'

Narpat Singh Choraria Director DIN: 00027580

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email:[email protected]

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ANNEXURE – 1

Format for disclosure by the Promoter(s) to the stock exchanges and to the Target Company for encumbrance of shares / invocation of encumbrance/ release of encumbrance, in terms of Regulation 31(1) and 31(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Name of the Target Company (TC) Name of the Target Company (TC) Name of the Target Company (TC) Name of the Target Company (TC) Name of the Target Company (TC) Name of the Target Company (TC) Name of the Target Company (TC) Name of the Target Company (TC) Name of the Target Company (TC) Mac Charles(India)Limited Mac Charles(India)Limited Mac Charles(India)Limited Mac Charles(India)Limited
Names of the Stock Exchanges where the shares of the target companyare listed BSE India Limited
Date of reporting 28 July2021
Name of the promoter or PAC on whose shares encumbrance has been
created/released/invoked		 Embassy Property Developments Private Limited
Details of the creation/invocation/release of encumbrance:
Name of
the
promoter
(s)
or
PACs with
him(**)		 Promoter holding in
the target company
(1)		 Promoter
holding
already
encumbered
(2)		 Details of events pertaining to encumbrance (3) Post event holding
of
encumbered
shares
{creation
[(2)+(3)] / release
[(2)-(3)]
/
invocation[(2)-(3)]]
No. of
share
s		 % of
total
shar
e
capit
al		 %
w.r.t
dilute
d
share
capita
l(* )		 No.
of
share
s		 % of
total
shar
e
capi
tal		 Type of
event
(creati
on
/
release
/
invocat
ion		 Date
of
creation/
invocatio
n release
of
encumbr
ance		 Type
of
encumbrance
(pledge/ lien/
non disposal
undertaking/o
thers)		 Reasons
for
encumbr
ance
**		 No.
of
share
s		 %
of
tot
al
sha
re
cap
it al		 Name
of the
entity
in
whose
favor
shares
encum
ber ed		 No.
of
shares		 %
of
total
share
capit al
Embassy
Property
Developm		 9161
952		 73.4
1%		 73.41
%		 9616
952		 73.4
1%		 Creatio
n		 26
July
2021		 Others
Change of
control
condition		 In relation to
Non-
convertible
debentures
issued
by		 6681
537		 51% Catalyst
Trustee
ship
Limited
in its		 9616952
[Note:
Not
added to		 73.41%
[Note:
not
added to

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email:[email protected]

3

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ents
Pvt
Ltd		 pursuant to
which Jitendra
Virwani has
to: (i) own
directly or
indirectly 51%
of the issued
and paid of
share capital
of Mac
Charles
(India)
Limited) on a
fully diluted
basis and (ii)
directly or
indirectly
control Mac
Charles
(India)
Limited,
Breach of
the above
will be a
mandator
y
redemptio
n event
under the
terms of
the
debenture
s
-
Repeating
represent
the
Company		 capacit
y as
Debent
ure
trustee
Catalyst
Trustee
ship
Limited
in its
capacit
y as
Commo
n
Securit
y
Trustee		 the
number
of shares
already
encumb
ered as
the
shares
encumb
ered
under
column
(3)
are
the
same as
those
encumb
ered
under
column
(2)]		 prior
encumbr
ance % as
the
shares
encumbe
red
under
column
(3)
are
the same
as those
encumbe
red
under
column
(2)]

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email:[email protected]

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ations confirming that: (i) Jitendra Virwani directly or indirectly holds 51% of the issued and paid up share capital of the Company on a fully diluted basis and (ii) directly or indirectly controls Mac Charles India Limited and (iii) the structure chart showing shareholdi ng of the group being true and accurate.

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email:[email protected]

5

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A
misrepresenta
tion in relation
to the above
will
be
an
event
of
default under
the terms of
the
debentures

Signatures of Authorised Signatory: Narpat Singh Choraria, Director

Place: Bangalore Date: 28.07.2021

NARPAT SINGH Digitally signed by NARPAT SINGH CHORARIA CHORARIA Date: 2021.07.28 16:13:12 +05'30'

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email:[email protected]

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Annexure - II

Format for disclosure of details of encumbrance

(In addition to Annexure - I prescribed by way of circular dated August 05, 2015)

Name of listed company Mac Charles (India) Limited
Name of the recognised stock exchanges where the shares
of the company are listed		 BSE Limited
Name of the promoter(s) / PACs whose shares have been
encumbered		 Embassy Property Developments Private Limited
Total promoter shareholding in the listed company No. of shares – 9616952
% of total share capital – 73.41%
Encumbered shares as a % of promoter shareholding 100%
Whether encumbered share is 50% or more of promoter
shareholding		 YES
Whether encumbered share is 20% or more of total share
capital		 YES

Details of all the existing events/ agreements pertaining to encumbrance

Encumbrance 1
(Date
of
creation
of encumbrance:26 July 2021)
Type of encumbrance (pledge, lien, negative lien, non-disposal
undertaking etc. or any other covenant, transaction, condition or
arrangement in the nature of encumbrance)		 -
Change of control condition pursuant to which Jitendra Virwani has to: (i) own
directly or indirectly 51% of the issued and paid of share capital of Mac Charles (India)
Limited) on a fully diluted basis and (ii) directly or indirectly control Mac Charles
(India) Limited.
Breach of the above will be a mandatory redemption event under the terms of the
debentures

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email:[email protected]

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-
Repeating representations confirming that (i) Jitendra Virwani directly or indirectly
holds 51% of the issued and paid up share capital of the Company on a fully diluted
basis and (ii) directly or indirectly controls Mac Charles India Limited and (iii) the
structure chart showing shareholding of the group being true and accurate.
A misrepresentation in relation to the above will be an event of default under the terms
of the debentures
No. and % of shares encumbered No. of shares: 6681537
% of total share capital: 51%
Specific
details
about
the
encumbrance		 Name of the entity in whose favour shares
encumbered(X)		 Catalyst Trusteeship Limited
Whether the entity X is a scheduled commercial bank,
public financial institution, NBFC or housing
finance company? If No, provide the
nature of the business of the entity.		 No
Company engaged in_inter alia_providing trusteeship services.
Names of all other entities in the agreement Listed company and its group companies (if any)
–
1. Mac Charles (India) Limited
2. Embassy Property Developments Private Limited
Other entities (if any) – 1. Catalyst Trusteeship Limited in its capacity as Debenture
Trustee
2. CatalystTrusteeshipLimitedin its capacity as CommonSecurityTrustee
Whether the encumbrance is relating to any debt
instruments viz. debenture, commercial paper,
certificate of deposit etc.? If yes, provide details
about the instrument, including credit
rating		 YES
1.Name of the issuer – Mac Charles (India) Limited
2.Details of the debt instrument – 3,000 senior, secured, redeemable. listed, rated,
non-convertible debentures of INR 1,000,000 each

Signature of Authorised Signatory: Narpat Singh Choraria, Director

Digitally signed by Place: Bangalore NARPAT SINGH NARPAT SINGH CHORARIA Date: 28.07.2021 CHORARIA Date: 2021.07.28 16:12:56 +05'30'

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email:[email protected]

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