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Manaksia Coated Metals & Industries Ltd Capital/Financing Update 2023

Aug 19, 2023

62350_rns_2023-08-19_e71affb8-7d45-484a-baa4-b05b27174a8b.pdf

Capital/Financing Update

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E-mail : [email protected] Website : www.manaksiacoatedmetals.com

Sec/Coat/027/FY 2023-24 Dated : 19.08.2023

The Secretary The Manager PJ Tower, Dalal Street, Bandra East, Mumbai- 400001 Mumbai- 400051

BSE Limited National Stock Exchange of India Limited New Trading Wing, Exchange Plaza, C-1, Block "G" Rotunda Building, 5th floor, Bandra Kurla Complex, Scrip Code : 539046 Symbol : MANAKCOAT

Madam /Sir,

Sub : Outcome of Board Meeting held on 19.08.2023- pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

In continuation to our letter dated 16 August, 2023 and pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations, 2015") we would like to inform you that the Board of Directors of Manaksia Coated Metals & Industries Ltd. ("the Company') at its meeting held today, i.e., on 19 August, 2023 inter-alia has considered and approved the following :

1. Issue of Convertible Equity Share Warrants ("Warrants") on Preferential basis :

It was decided to issue upto 2,24,00,000 (Two Crores Twenty Four Lakhs) Convertible Equity Share warrants ("Warrants") of Re. 1/- (One) each at an exercise price of Rs. 18.00/- (Rupees Eighteen only) each aggregating upto Rs. 40,32,00,000/-(Rupees Forty Crores Thirty-Two Lakhs Only) wherein every 1(One) issued Warrant of Re. 1/- (one) each will be converted into 1(one) Equity Share of Re. 1/- (One) each within 18 (eighteen) months of the allotment of warrants, to certain Promoters and identified non- promoter entities(as listed in Annexure-A herein) by way of preferential issue in accordance with the provisions of Section 42 and Section 62(1)(c) of the Companies Act, 2013, as amended read with Companies (Prospectus and Allotment of Securities) Rules, 2014, and Companies (Share Capital and Debentures) Rules, 2014 as amended , Chapter V of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, SEBI (LODR) Regulations, 2015 and such other acts / rules / regulations as may be applicable and subject to necessary approval of the members of the Company and other regulatory authorities, as maybe applicable. Upon issue of Warrants in accordance herewith, an amount equivalent to 25% (twenty five per cent) of the total issue size shall be called upfront from the proposed allottees.

Corporate Office : Plot No.15, Navodaya Colony, Road No.14, Banjara Hills , Hyderabad 500034, India Phone: +91 40 2354 7724 / 26/29/37 | Fax: +91 40 23547723 | E-mail : [email protected]

E-mail : [email protected] Website : www.manaksiacoatedmetals.com

Details relating to issue of warrants as required under Regulation 30 of the SEBI (LODR) Regulations, 2015 read with SEBI circular dated July 13, 2023 , bearing reference no. SEBI/HO/CFD/CFD-PoD-1 /P/CIR/2023/123 ("SEBI Circular'), are provided in 'Annexure-B '.

2. Re-appointment of Mr. Debasis Banerjee (DIN : 08164196) as Wholetime Director of the Company

Approved re-appointment of Mr. Debasis Banerjee (DIN : 08164196) as Wholetime Director of the Company w.e.f 2nd August, 2024 for a period of 3 years subject to shareholders' approval . A brief details of re-appointment of Mr. Debasis Banerjee is enclosed as Annexure-C.

This is to affirm that as per the declaration received from Mr. Debasis Banerjee, he is not debarred from holding office of Director by virtue of any SEBI order or any other such authority.

3. Approved certain alteration in Articles of Association of the Company, subject to approval of the shareholders of the Company for the articles related with use of common seal .

This may be treated as compliance with Regulation 30 and any other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and/or any other applicable law.

4. Convening an Extra Ordinary General Meeting of the Company

To hold an Extraordinary General Meeting ("EGM") of the members of the Company on Tuesday, the 19th September, 2023 at 1:00 p.m. (IST) through Video Conferencing ("VC")/Other Audio-Visual Means ("OAVM") to seek the approval of the shareholders of the Company inter alia in relation to the aforesaid decisions which all are subject to approval of the shareholders of the Company. The notice of the said EGM will be sent separately to the Stock Exchange(s) and to the Members of the Company and will also be available on the Company's website at www.manaksiacoatedmetals.com_and on the website of the stock exchange(s) i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, in due course.

The Company has fixed Tuesday, 12th September, 2023 as the "Cut-off-Date" for the purpose of determining the eligibility of the members entitled to vote by remote e-voting. Those shareholders holding shares either in dematerialized form or in physical form, as on the close of business hours on 12 September 2023 will be entitled to avail the facility of remote e-voting (from 9:00 AM on 15th September, 2023 upto 5:00PM on 18th September, 2023)as well as voting at the EGM.

Phone : +91 33 2243 5053 / 54/6055 E-mail : [email protected] Website : www.manaksiacoatedmetals.com

Please note that the meeting commenced at 12.30 p.m. and concluded at 4.00 p.m.

You are requested to take the above information on your record.

Thanking you, Yours faithfully,

For Manaksia Coated Metals & Industries Limited

Digitally signed by S H RUTI SHRUTI AGARWAL Date: 2023.08.19 AGARWAL 16:01:12 +05'30"

Shruti Agarwal

Company Secretary & Compliance Officer Membership No. : F12124

"ANNEXURE - A"

List of Proposed Allottees :

'YW Manaksia Coated Metals
»
ara
& Industries Limited
oatig
Corporate Identity Number : L27100WB2010PLC144409
in
ant
Bazar
Street,
al
3rd Floor, Kolkata - 700001, INDIA
Phone : +91 33 2243 5053 / 54/6055
E-mail : [email protected]
Website : www.manaksiacoatedmetals.com
"ANNEXURE - A"
List of Proposed Allottees : Maximum Nos. of
Sr. No. Names Warrants Offered
A. Promoters/Promoter Group
:
Ms. Shailja Agrawal
4500000
1. 4800000
2. Mr. Karan Agrawal
3. Mr. Tushar Agrawal 4500000
Total (A=1+2+3) 13800000
Non-Promoter/Public-Others
M/s. Beacon Stone Capital VCC 4300000
M/s.
Silver Stallion Ltd.
4300000
TOTAL (B=1+2) 8600000
GRAND TOTAL(A=B) 22400000

ANNEXURE-B

R.
Manaksia Coated Metals
& Industries Limited
Corporate Identity Number : L27100WB2010PLC144409
Regd. Office :
8/1 Lal Bazar Street, Bikaner Building
3rd Floor, Kolkata - 700001, INDIA
Phone : +91 33 2243 5053 /54/ 6055
E-mail : [email protected]
Website : www.manaksiacoatedmetals.com
ANNEXURE-B
2015 read with SEBI Circular dated July 13, 2023 are as under : The details relating to issuance of warrants as required under Regulation 30 of SEBI (LODR) Regulations,
SI. No. Particulars Description
Type of securities
proposed to be issued
Convertible Equity Share Warrants ("Warrants")
Type of issuance Warrants
Preferential
Issue
of
accordance with
provisions
the
made
thereunder
and
rules
SEBI
Requirements)
Regulations,
2018,
land other applicable laws.
placement
private
basis
on
in
Companies Act,
2013
and
of the
the
Disclosure
and
Capital
(Issue
of
amended
Regulations")
("ICDR
as
number
Total
of securities proposed
to be issued or the
total amount for which
the securities will be
issued (approximately)
2,24,00,000
Twenty
(Two
Warrants,
Crores
Lakhs)
Four
Up
to
convertible into, or exchangeable for,
(one) fully paid-up equity share
Company
Rupee
having
value
1/-
the
face
Re.
of
of
(
price (including the Warrant Subscription
("Equity Share(s)") each
at a
Price and the Warrant Exercise Price) of Rs.
18.00/- (Rupees Eighteen
only) each payable in cash ("Warrant Issue Price"), aggregating upto Rs.
40,32,00,000
Thirty Two
(Rupees
Crores
Lakhs
Forty
Issue Size').
ICDR
Regulations.
The
preferential
consideration.
The price of the warrants has been determined in accordance with the
undertaken
for cash
issue will
be
amount
equivalent
25%
An
to
balance
75%
payable
the
shall
be
exercise of conversion of Warrant(s);
Warrant
Issue
the
Price
of
shall
be
payable at the time of subscription and allotment of each Warrant and
Warrant
holder(s)
the
on
the
by

Ww Manaksia Coated Metals
A & Industries Limited
Corporate Identity Number : L27100WB2010PLC144409
Regd. Office : 8/1 Lal Bazar Street, Bikaner Building
3rd Floor, Kolkata - 700001, INDIA
Phone : +91 33 2243 5053 /54/ 6055
E-mail : [email protected]
Additional information in case of preferential issue :
Name of the Investors As per Annexure A
Post allotment of
securities outcome of
The details of warrants, prior to and after the proposed preferential
allotment as under :
the subscription, issue
price/allotted price (in
case of convertibles),
number of investors
the
Proposed
Allottees
Name of Pre Issue Equity
holding
No. of
to be
allotted
Post Issue Equity
warrants holding after
porposed exercise of Warrants
(assuming full
conversion of
warrants)
No. of shares % No. of
shares
%
Promoter :
Mr.
Karan
Agrawal
17 97,185 2.74 4800000 4997810 7.50
Mrs.
Shailja
Agrawal
4,97,810 0.76 4500000 6597185 5.68
Mr.
Tushar
Agrawal
14,72,190 2.25 4500000 5972190 6.79
Non-Promoter/Public
:
M/s.
Beacon
Stone
Capital
VCC
O 0.00 4300000 4300000 4.89
M/s.
Silver
Stallion
Ltd.
O 0.00 4300000 4300000 4.89

PM
Manaksia Coated Metals
& Industries Limited
Corporate Identity Number : L27100WB2010PLC144409
Regd. Office :
8/1 Lal Bazar Street, Bikaner Building
3rd Floor, Kolkata - 700001, INDIA
Phone : +91 33 2243 5053 / 54/6055
E-mail : [email protected]
Website : www.manaksiacoatedmetals.com
of convertibles
case
In
intimation
on
conversion of securities
lapse
on
the
of
or
tenure
the
of
instrument;
warrants
The
tenure
of the
shall
not
from
allotment.
Each
date
the
of
subscribe (one) Equity Share per warrant, which may be exercised in
lone or more tranches during the period commencing from the date of
allotment of warrants until the expiry of 18(eighteen) months from the
date of allotment of the warrants.
warrant
event
holder
the
that,
In
a
within a period of 18 (Eighteen) months from the date of allotment of
unexercised warrants
such warrants, the
paid by the warrant holders on such Warrants shall stand forfeited by;
the Company.
months
exceed
(eighteen)
18
warrant
carry
shall
right
to
a
warrants
does
exercise
not
the
lapse and the amount
shall
7724
Corporate Office : Plot No.15, Navodaya Colony, Road No.14, Banjara Hills , Hyderabad 500034, India
Phone : +91 40 2354 26/29/37
Fax: +91 40 23547723
/
E-mail : [email protected]

"ANNEXURE-C"

Disclosure _of information pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9th September, 2015

R.
Manaksia Coated Metals
Regd. Office :
8/1 Lal Bazar Street, Bikaner Building
& Industries Limited
3rd Floor, Kolkata - 700001, INDIA
Corporate Identity Number : L27100WB2010PLC144409
Phone : +91 33 2243 5053 /54/ 6055
E-mail : [email protected]
Website : www.manaksiacoatedmetals.com
"ANNEXURE-C"
information
pursuant
Regulation
Obligations
Disclosure
Disclosures
and
(Listing
30
SEBI
to
of
_of
CIR/CFD/CMD/4/2015
Requirements)
2015
Regulations,
dated
Circular
read
with
No.
SEBI
9th
September, 2015
SL. No. Particulars Re-appointment of Mr. Debasis Banerjee
change
appointment,
Reason
for
viz.
resignation, removal, death or otherwise;
recommendation
Based
on
the
the
of
Remuneration
Committee
Nomination
and
&
Committee,
approval
Audit
Board
the
of
re-ppointment
approved
Debasis
Mr.
of
08164156)
Wholetime
Banerjee
(DIN
the
as
:
Company
Director
period
the
for
of
of
a
3
(Three) years w.e.f. 2"4 August, 2024 subject to
the approval of shareholders of the Company.
appointment/cessation
Date
of
(as
applicable) & term of appointment;
Re-appointed
the Wholetime
Director for a
as
period of 3 consecutive years w.e.f. 24 August,
2024
approval
subject
the
the
of
to
shareholders at the 2™4
Extra Ordinary General
Meeting. Liable to retire by rotation.
Brief profile (in case of appointment); Graduate
Debasis
Banerjee
Science
Mr.
a
is
from Calcutta University and Diploma holder in
Computer Science from Datamatics Corporation
Marketing
Professional.
Certified
and
Sales
He
is expertise in FMCG and manufacturing sector.
Held various leadership position
in the field of
Marketing,
Supply Chain,
Quality Labour
sales,
Management.
Relations
and
Logistics
He
is
Moulding,
specialised
area
the
Plastic
of
in
FMCG
Filling, Mosquito Coil Manufacturing and
Sales & Distribution.
between
Disclosure
relationships
of
appointment
directors
case
of
of
(in
a
director).
relationship
Board
No
any
with
the
of
of
Directors and Key Managerial Personnel
Phone: +91 40 2354 7724
26/29/37
/
Corporate Office : Plot No.15, Navodaya Colony, Road No.14, Banjara Hills , Hyderabad 500034, India
E-mail : [email protected]
Fax: +91 40 23547723