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NOCIL Ltd — Major Shareholding Notification 2021
May 18, 2021
60460_rns_2021-05-18_cb719f45-42a5-43da-8f78-e76ffdf0ceab.pdf
Major Shareholding Notification
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18 th May 2021
| The Secretary | The National Stock Exchange of |
|---|---|
| The Bombay Stock | India Ltd. |
| Exchange Limited | Exchange Plaza |
| "P.J. Towers" | Bandra Kurla Complex, |
| Dalal Street | Bandra (East) |
| Mumbai-400 001 | Mumbai-400 051 |
| BSE Code: 500730 | Symbol: NOCIL |
Dear Sir,
Sub.: Disclosure under Regulation 30(1), 30(2) and 31(4) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011
Ref.: NOCIL Limited – Stock Code: 500730
This is further to the disclosure dated 8th April 2021 made by me namely Hrishikesh A. Mafatlal, along with the members of the Promoter Group and Persons Acting in Concert, under Regulation 30(1), 30(2) and 31(4) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 filed with Stock Exchanges on 8th April 2021 in respect of the equity shares of NOCIL Ltd held on 31st March 2021 by the Promoters and Persons acting in concert.
The said disclosure dated 8th April 2021 made in the above paras referred to/included the holdings of the Promoter and Persons acting in concert in NOCIL Ltd on the basis of the benpos dated 31st March 2021 furnished by M/s K fintech (the RTA). As per the said disclosure the break up of the promoter shareholding furnished as Annex- A was as under :
| Sr. No. | Name of Promotor(s), member of | No. of | % w.r.t. | % of total |
|---|---|---|---|---|
| the promoter group and Persons | Shares | total share/ | diluted | |
| Acting in Concert (PAC) with him | voting | share/voting | ||
| capital | capital of | |||
| wherever | TC (*) | |||
| applicable | ||||
| 1 | Hrishikesh Arvind Mafatlal | 900 | 0.00 | 0.00 |
|---|---|---|---|---|
| 2 | Rekha Hrishikesh Mafatlal | 760 | 0.00 | 0.00 |
| 3 | PriyavrataHrishikesh Mafatlal | 12,056 | 0.01 | 0.01 |
| 4 | Mafatlal Industries Ltd | 2,52,59,059 | 15.20 | 15.20 |
| 5 | HrishikeshArvindMafatlal(asatrustee of the Gurukripa trust) | 100 | 0.00 | 0.00 |
| 6 | HrishikeshArvindMafatlal(asaTrustee of Karuna Trust ) | 100 | 0.00 | 0.00 |
| 7 | HrishikeshArvindMafatlal(asaTrustee of Narsingha Trust) | 100 | 0.00 | 0.00 |
| 8 | HrishikeshArvindMafatlal(asaTrustee of Shrija Trust) | 100 | 0.00 | 0.00 |
| 9 | RekhaHrishikeshMafatlal(asaTrustee of Radha Raman Trust) | 100 | 0.00 | 0.00 |
| 10 | Suremi Trading Pvt. Ltd. | 2,15,99,859 | 12.99 | 12.99 |
| 11 | Sumil Trading Pvt. Ltd. | 220 | 0.00 | 0.00 |
| 12 | Sushripada Investments Pvt. Ltd. | 95,17,830 | 5.73 | 5.73 |
| Total | 5,63,91,184 | 33.93% | 33.93% |
However, in this regard we wish to draw your kind attention towards the following sequence of events which would clarify the exact status of the promoter holding in the Company as on 31st March 2021
- (1) The Hon'ble National Company Law Tribunal ( NCLT) vide its order dated 3rd March 2021 approved the scheme of merger of two promoter entities namely Suremi Trading Pvt Ltd and Sushriprada Investments Pvt Ltd ( hereinafter referred to as the Transferor companies) with the Company. In terms of the said NCLT approved merger scheme :
- (i) 2,15,99,859 equity shares of Rs 10/- each held by Suremi Trading Pvt Ltd and 95,17,830 equity shares of Rs 10/- each held by Sushriprada Investments Pvt Ltd in NOCIL Ltd stood cancelled ; and
- (ii) 3,11,17,689 equity shares of Rs 10/- each were allotted to the following shareholders of the said transferor companies ( hereinafter referred
to as the Promoter shareholders) by the Amalgamation Committee (constituted by the Board of NOCIL Ltd ) on 30th March 2021.
| S.No | Name of Promoter shareholder | Numberofequityshares of Rs 10/-eachallotted( asperNCLTorder ) |
|---|---|---|
| 1 | Mr.Hrishikesh A Mafatlal | 7,90,568 |
| 2 | Mr. Priyavrata Mafatlal | 439 |
| 3 | Mr. Hrishikesh Arvind Mafatlal(asatrusteeofGurukripaTrust) | 3,03,26,682 |
| Total | 3,11,17,689 |
- (2) As a consequence of the above developments, the revised promoter shareholdings in the company are disclosed in ANNEX- A . Considering the above facts we have also filed revised shareholding pattern with the BSE & NSE and the websites of the Exchanges duly reflect the post -merger promoter shareholding of the company ;
- (3) The above referred equity shares of the promoter shareholders were allotted on 30th March 2021 and hence the requisite steps for listing and dematerialization of the said shares have been initiated.
As declared in the said disclosure dated 8th April 2021 we reiterate, reconfirm and re-declare that we have encumbered 64,92,062 Equity Shares as on 31st March 2021 more particularly mentioned in the enclosed Annexure B. Pursuant to Regulation 31(4) of the afore-mentioned Regulations we wish to further reiterate , re-confirm and re-declare that I along with the members of the Promoter Group and Persons Acting in Concert, have not made any encumbrance directly or indirectly, other than those already disclosed during the financial year more particularly mentioned in Annexure B.
We therefore request you to take on record the revised Disclosure under Regulation 30(1), 30(2) and 31(4) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011
Kindly acknowledge receipt of the same.
Thanking you,
Yours faithfully,
Hrishikesh A. Mafatlal
(Promoter)
Encl: as above
| Part A –Details of Shareholding | |||||
|---|---|---|---|---|---|
| 1. | Name of the Target Company | NOCIL Limited | |||
| 2. | Name(s)ofthestockexchanges | 1.BSELimited | |||
| where the shares of the TC are listed | 2. | National Stock Exchange | of India Limited | ||
| 3. | Particulars of shareholder(s) | ||||
| a. | Nameofperson(s)togetherwithPersons Acting in Concert (PAC)whose total holding (including that intheformofshares,warrants,convertible securities and any otherinstrumentthatwouldentitletheholder to receive shares in the TC) ismore than 25 % of the voting rights ofthe TC. | ||||
| Or | |||||
| b. | Name(s) of promoter(s) member ofthe promoter group and PAC with him | As per list annexed | |||
| 4. | Particulars of the shareholding ofperson(s) mentioned at (3) above | Numberofshares | % w.r.t. totalshare / votingcapitalwhereverapplicable | %oftotaldiluted share/votingcapital of TC(*) | |
| As of 31st March 2021, holding of: | |||||
| a. | Shares | 5,63,91,184 | 33.93% | 33.93 | |
| b. | Votingrights(otherwisethanbyshares) | - | - | - | |
| c. | Warrants | - | - | - | |
| d. | Convertible Securities | - | - | - | |
| e. | Anyotherinstrumentthatwouldentitle the holder to receive shares inthe TC | - | - | - | |
| Total | 5,63,91,184 | 33.93% | 33.93% |
Note:
-
(*) Diluted share/voting capital means the total number of shares in the TC assuming full conversion of the outstanding convertible securities/warrants into equity shares of the TC.
-
In case of promoter(s) making disclosure under regulation 30(2), no additional disclosure under regulation 30(1) is required.
Place : Mumbai Hrishikesh A. Mafatlal th May 2021 (Promoter)
Date: 18
Part B
Name of the Target Company: NOCIL Limited
| Name (s) of the person and Persons Acting inConcert (PAC) with the person | WhetherthepersonbelongstoPromoter/Promoter group | PANofthepersonandthe PACs |
|---|---|---|
| Hrishikesh Arvind Mafatlal | Yes | AIXPM4401C |
| HrishikeshArvind Mafatlal(as a trustee of theGurukripa trust) | Yes | AADTG3097Q |
| Hrishikesh Arvind Mafatlal (as a Trustee of KarunaTrust ) | Yes | AADTK8522E |
| HrishikeshArvindMafatlal(asaTrusteeofNarsingha Trust) | Yes | AADTN1520F |
| Hrishikesh Arvind Mafatlal (as a Trustee of ShrijaTrust) | Yes | AAXTS4769B |
| Rekha Hrishikesh Mafatlal (as a Trustee of RadhaRaman Trust) | Yes | AADTR7288N |
| Priyavrata Mafatlal | Yes | ALPPM7282E |
| Rekha Hrishikesh Mafatlal | Yes | AABPM3169K |
| Mafatlal Industries Ltd | Yes | AAACM2813L |
| Sumil TradingPrivate Ltd | Yes | AAACS5891A |
Date: 18
Place : Mumbai Hrishikesh A. Mafatlal th May 2021 (Promoter)
Annexure A
NOCIL Limited
| Sr. No. | Name of Promotor(s), member ofthe promoter group and PersonsActing in Concert (PAC) with him | No. ofShares | % w.r.t.total share/votingcapitalwhereverapplicable | % of totaldilutedshare/votingcapital ofTC (*) |
|---|---|---|---|---|
| 1 | Hrishikesh Arvind Mafatlal | *7,91,468 | 0.48 | 0.48 |
| 2 | Rekha Hrishikesh Mafatlal | 760 | 0.00 | 0.00 |
| 3 | PriyavrataHrishikesh Mafatlal | *12,495 | 0.01 | 0.01 |
| 4 | Mafatlal Industries Ltd | 2,52,59,059 | 15.20 | 15.20 |
| 5 | HrishikeshArvindMafatlal(asatrustee of the Gurukripa trust) | *3,03,26,782 | 18.25 | 18.25 |
| 6 | HrishikeshArvindMafatlal(asaTrustee of Karuna Trust ) | 100 | 0.00 | 0.00 |
| 7 | HrishikeshArvindMafatlal(asaTrustee of Narsingha Trust) | 100 | 0.00 | 0.00 |
| 8 | HrishikeshArvindMafatlal(asaTrustee of Shrija Trust) | 100 | 0.00 | 0.00 |
| 9 | RekhaHrishikeshMafatlal(asaTrustee of Radha Raman Trust) | 100 | 0.00 | 0.00 |
| 10 | Sumil Trading Pvt. Ltd. | 220 | 0.00 | 0.00 |
| Total | 5,63,91,184 | 33.93% | 33.93% |
*Note- Pursuant to scheme of Amalgamation of Suremi Trading Private Limited (Transferor Company 1) and Sushripada Investment Private Limited (Transferor Company 2) with Nocil Limited (Transferee Company )sanctioned by Hon'ble National Company law Tribunal ,Mumbai Bench .In accordance with the said scheme Amalgamation Committee of the Company on 30th March, 2021 approved the allotment of 3,11,17,689 shares to the shareholder of the Transferor Company 1 and Transferor Company 2 .Further the existing shares held by Transferor Company 1 and Transferor Company 2 in the Share Capital of the Transferee Company have been cancelled pursuant to scheme. While the formalities for change in holding is still on going. Necessary disclosures under SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 regarding allotment of shares pursuant to scheme were filed by Mr. Hrishikesh Mafatlal, Mr. Priyavrata Mafatlal and Mr. Hrishikesh Arvind Mafatlal as a Trustee of Gurukripa Trust on 31st March, 2021 with the Exchanges intimating the transactions on the basis of Scheme of Arrangement.
Place : Mumbai Hrishikesh A. Mafatlal th May 2021 (Promoter)
Date: 18
Annexure B
| Sr.No. | Name of Promotor(s), member of the promoter group and PersonsActing in Concert (PAC) with him | No. of Shares | % w.r.t. total share/voting capitalwherever applicable | No. of sharespledged |
|---|---|---|---|---|
| 1 | Hrishikesh Arvind Mafatlal | *7,91,468 | 0.48 | 0 |
| 2 | Rekha Hrishikesh Mafatlal | 760 | 0.00 | 0 |
| 3 | PriyavrataHrishikesh Mafatlal | *12,495 | 0.01 | 0 |
| 4 | Mafatlal Industries Ltd | 2,52,59,059 | 15.20 | 64,92,062 |
| 5 | Hrishikesh Arvind Mafatlal (as a trustee of the Gurukripa trust) | *3,03,26,782 | 18.25 | 0 |
| 6 | Hrishikesh Arvind Mafatlal (as a Trustee of Karuna Trust ) | 100 | 0.00 | 0 |
| 7 | Hrishikesh Arvind Mafatlal (as a Trustee of Narsingha Trust) | 100 | 0.00 | 0 |
| 8 | Hrishikesh Arvind Mafatlal (as a Trustee of Shrija Trust) | 100 | 0.00 | 0 |
| 9 | Rekha Hrishikesh Mafatlal (as a Trustee of Radha Raman Trust) | 100 | 0.00 | 0 |
| 10 | Sumil TradingPvt. Ltd. | 220 | 0.00 | 0 |
| Total | 5,63,91,184 | 33.93% | 64,92,062 |
Number of shares encumbered by Promoter and Promoter group companies as on 31st March 2021
Yours faithfully,
Hrishikesh A. Mafatlal
(Promoter)
*Note- Pursuant to scheme of Amalgamation of Suremi Trading Private Limited (Transferor Company 1) and Sushripada Investment Private Limited (Transferor Company 2) with Nocil Limited (Transferee Company )sanctioned by Hon'ble National Company law Tribunal ,Mumbai Bench .In accordance with the said scheme Amalgamation Committee of the Company on 30th March, 2021 approved the allotment of 3,11,17,689 shares to the shareholder of the Transferor Company 1 and Transferor Company 2 .Further the existing shares held by Transferor Company 1 and Transferor Company 2 in the Share Capital of the Transferee Company have been cancelled pursuant to scheme. While the formalities for change in holding is still on going. Necessary disclosures under SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 regarding allotment of shares pursuant to scheme were filed by Mr. Hrishikesh Mafatlal, Mr. Priyavrata Mafatlal and Mr. Hrishikesh Arvind Mafatlal as a Trustee of Gurukripa Trust on 31st March, 2021 with the Exchanges intimating the transactions on the basis of Scheme of Arrangement.