Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Sign up Log in

Mac Charles (India) Ltd. Major Shareholding Notification 2022

Nov 25, 2022

61334_rns_2022-11-25_f23e5659-1342-496e-b87f-1ab1daac156f.pdf

Major Shareholding Notification

Open in viewer

Opens in your device viewer

MAC CHARLES (INDIA) LTD. CIN No. L55101KA1979PLC003620

Regd. Office: Phone:080-4903 0000/Extn: 3490 1[st] Floor, Embassy Point 150 Infantry Road, Email: [email protected] Cunningham Road, website: www.maccharlesindia.com Bangalore – 560 001

To Listing Department BSE Limited 24th Floor, P J Towers, Dalal Street, Fort Mumbai-400001

25[th] November, 2022

Dear Sir,

Sub: Revised Disclosure under regulation 31(1) and 31(2) of SEBI (Substantial Acquisition of Shares and takeovers) Regulations, 2011 for the financial year ended 31st March,2022

Ref: Scrip Code 507836

With reference to the subject captioned above, please find enclosed herewith the revised disclosure made by Promoters and Promoter Group, under regulation 31(1) and 31(2)of SEBI (Substantial Acquisition of Shares and takeovers) Regulations, 2011 by mentioning name of the lender in the respective column.

Request you to take note of the same.

Thanking you,

Yours faithfully

For Mac Charles (India) Limited

CHANDANA Digitally signed by CHANDANA SARWESWAR SARWESWARARAO NAIDU ARAO NAIDU Date: 2022.11.25 10:59:59 +05'30'

Chandana Naidu Khare Company Secretary and Compliance Officer

==> picture [637 x 70] intentionally omitted <==

To, The Compliance Officer MAC Charles (India) Limited 1[st] Floor, Embassy Point, 150 Infantry Road, Bengaluru - 560001

Date: 25.11.2022

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

Dear Sir,

Sub: Revised 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 revised disclosures under regulation 31(1) and 31(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,2011.

==> picture [452 x 30] intentionally omitted <==

1

email:[email protected]

==> picture [637 x 70] intentionally omitted <==

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: 2022.11.25 10:38:49 +05'30'

Narpat Singh Choraria Director DIN: 00027580

==> picture [452 x 30] intentionally omitted <==

2

email:[email protected]

==> picture [637 x 70] intentionally omitted <==

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

Regulations, 2011 Regulations, 2011 Regulations, 2011 Regulations, 2011 Regulations, 2011 Regulations, 2011 Regulations, 2011 Regulations, 2011 Regulations, 2011 Regulations, 2011
Name of the Target Company (TC) Mac Charles(India)Limited
Names of the Stock Exchanges where the shares of the target companyare listed BSE Limited
Date of reporting 01.09.2022
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
share
capit
al		 %
w.r.t
dilute
d
share
capita
l(* )		 No.
of
share
s		 % of
total
share
capit
al		 Type
of
event
(creati
on
/
release
/
invoca
tion		 Date of
creation/
invocati
on
release
of
encumbr
ance		 Type
of
encumbrance
(pledge/ lien/
non disposal
undertaking/
others)		 Reasons
for
encumb
rance
**		 No.
of
share
s		 % of
total
share
capit
al		 Name
of
the
entity in
whose
favor
shares
encumb
er ed		 No.
of
shares		 %
of
total
share
capit al
Embassy
Property
Develop
ments Pvt
Ltd		 9616
952		 73.4
1%		 73.41
%		 9616
952		 73.4
1%		 Creati
on		 23.08.20
22		 Others
Change of
control
condition
pursuant to		 In relation
to
Non-
convertibl
e
debenture
s issued by		 9616
952		 73.4
1%		 Catalys
t
Trustee
ship
Limited
in its		 961695
2
[Note:
Not
added to		 73.41%
[Note:
not
added to
prior

==> picture [452 x 30] intentionally omitted <==

email:[email protected]

3

==> picture [637 x 70] intentionally omitted <==

which
Jitendra
Virwani has
to: (i) own
directly or
indirectly
73.41% of
the issued
and paid up
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
Repeating		 the
Company		 capacit
y as
Debent
ure
trustee
Catalys
t
Trustee
ship
Limited
in its
capacit
y as
Commo
n
Securit
y
Trustee
Standard
Chartere
d Bank
(Singa
pore)
Ltd and
Embass
y
Property
Develop
ments
Pvt Ltd		 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)]		 encumbr
ance
%
as
the
shares
encumbe
red
under
column
(3)
are
the same
as those
encumbe
red
under
column
(2)]

==> picture [452 x 30] intentionally omitted <==

email:[email protected]

4

==> picture [637 x 70] intentionally omitted <==

representatio ns confirming that: (i) Jitendra Virwani directly or indirectly holds 73.41% 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.

==> picture [452 x 30] intentionally omitted <==

email:[email protected]

5

==> picture [637 x 70] intentionally omitted <==

A
misrepresent
ation
in
relation to the
above will be
an event of
default under
the terms of
the
debentures
Jitendra
Virwani		 4883
5		 0.37
%		 0.37
%		 NIL NIL Creati
on		 23.08.20
22		 Others
Change of
control
condition
pursuant to
which
Jitendra
Virwani has
to: (i) own
directly or
indirectly
73.41% of
the issued
and paid up
share capital
of Mac
Charles
(India)
Limited) on a
fully diluted
basis and (ii)
directly or		 In relation
to
Non-
convertibl
e
debenture
s issued by
the
Company		 4883
5		 0.37
%		 Catalys
t
Trustee
ship
Limited
in its
capacit
y as
Debent
ure
trustee
Catalys
t
Trustee
ship
Limited
in its
capacit
y as
Commo
n
Securit		 48835 0.37%

==> picture [452 x 30] intentionally omitted <==

email:[email protected]

6

==> picture [637 x 70] intentionally omitted <==

==> picture [691 x 420] intentionally omitted <==

----- Start of picture text -----

indirectly y
control Mac Trustee
Charles
(India) Standard
Limited, Chartere
d Bank
Breach of the (Singa
pore)
above will be
Ltd and
a mandatory Embass
redemption
y
event under
Property
the terms of Develop
the ments
debentures Pvt Ltd
Repeating
representatio
ns
confirming
that: (i)
Jitendra
Virwani
directly or
indirectly
holds
73.41% of
the issued
and paid up
share capital
of the
Company on
a fully
diluted basis
----- End of picture text -----

==> picture [452 x 30] intentionally omitted <==

email:[email protected]

7

==> picture [637 x 70] intentionally omitted <==

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
misrepresent
ation in
relation to
the above
will be an
event of
default under
the terms of
the
debentures
C
B
Pardhana
ni		 1600
00		 1.22
%		 1.22
%		 NIL NIL - - - - - - - NIL NIL

Signatures of Authorised Signatory: Narpat Singh Choraria, Director

Digitally signed by NARPAT SINGH NARPAT SINGH CHORARIA CHORARIA Date: 2022.11.25 10:44:30 +05'30'

Place: Bangalore Date:

==> picture [452 x 30] intentionally omitted <==

email:[email protected]

8

==> picture [637 x 70] intentionally omitted <==

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
Jitendra Virwani
Total promoter shareholding in the listed company No. of shares – 9825787
% of total share capital – 75%
Encumbered shares as a % of promoter shareholding 97.87%
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:		 23rdAugust,2022)
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 73.41% of the issued and paid up 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

==> picture [452 x 30] intentionally omitted <==

email:[email protected]

9

==> picture [637 x 70] intentionally omitted <==

-
Repeating representations confirming that (i) Jitendra Virwani directly or
indirectly holds 73.41% 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: 9665787
% of total share capital: 73.78%
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. Catalyst TrusteeshipLimited in its capacityas Common SecurityTrustee
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 – 1350 senior, secured, redeemable.
listed, rated, non-convertible debentures of INR 1,000,000 each

==> picture [452 x 30] intentionally omitted <==

10

email:[email protected]

==> picture [637 x 70] intentionally omitted <==

3.Whether the debt instrument is listed on stock
exchanges? Yes, the debentures are listed on
BSE Limited
4.Credit Rating of the debt instrument: Provisional
ACUITE BBB- by Acuite Ratings and Research
Limited
5.ISIN
of
the Instrument –
INE435D07045
Security Cover /
Asset Cover		 Value of shares
agreement(A)
on the date
of event
/		 NA
Amount involved (against which shares have
been encumbered) (B)		 NA
Ratio of A / B NA
End
money
use
of		 Borrowed amount to be utilized for what purpose –
(a)Personal use by promoters and PACs
(b)For the benefit of listed company
Provide details including amount, purpose of raising
money by listed company, schedule for utilization of
amount, repayment schedule etc.
(a) Any other reason (please specify)		 The borrowed amount will be utilized for the benefit of
Mac Charles (India) Limited.
The proceeds will be utilized for acquisition of
the Project Land (including payment of advances for the
JDA Properties) including conversion charges, approval
costs, brokerage, stamp duty, fees, costs and other
general expenses in relation to the Project Land
Final Redemption Date – 24 August 2026 subject to
certain negotiated early redemption events
NARPAT SINGH
CHORARIA

S
 Digitally signed by NARPAT
INGH CHORARIA
Date: 2022.11.25 10:40:48 +05'30'

Signature of Authorised Signatory: Narpat Singh Choraria, Director

Place: Bangalore

Date: 01.09.2022

==> picture [452 x 30] intentionally omitted <==

email:[email protected]

11

More from Mac Charles (India) Ltd.

Regulatory Filings 2026
May 28
Report Publication Announcement 2026
May 10
Audit Report / Information 2026
May 8
Annual Report 2026
May 8
Annual Report 2026
May 8
Regulatory Filings 2026
May 5
Regulatory Filings 2026
Apr 13
Regulatory Filings 2026
Apr 9
Regulatory Filings 2026
Mar 24
Declaration of Voting Results & Voting Rights Announcements 2026
Feb 26
View all filings →