Tilaknagar Industries Ltd — Capital/Financing Update 2020

Jan 23, 2020

ONLINE FILING

Ref: TI/NSE/COMP/2019-20/83

January 23, 2020

To 'I f-J.c Manager (Listing), \at10nal Stock Exchange of India Ltd. , ~x·-hange Plaza, Plot no. C/ 1, G Block, Bandra - Kurla Complex, Bandra (E), l\tlumbai - 400 051 Ph No.: 022 26598235/36 Fax No.:022 26598120/237 /238

Sub: Outcome of the Board Meeting Ref: Scrip Code - 507205

Dear Sir/ Madam,

Pursuant to Regulation 30 of the SEBI (LODR) Regulations, 2015, we wish to inform you that the Board of Directors h a s, in its Meeting held on January 23, 2020, inter alia, c·Jnsidered and approved:

• (i) The proposal for increase in the Authorized Share Capital of the Company from Rs. 1,50,00,00,000/- (Ru pees One Hundred Fifty Crores) to Rs. 2,10,00,00,000/- (Rupees Two Hundred Ten Crores} and consequent alteration in the Clause No. V of the Memorandum of Association of the Company, subject to approval of the Members of the Company;
• (ii) The proposal for alt eration in the Articles of Association of the Company by inserting new Article 8A authorizing the Board of Directors to issue and allot shares in favour of lenders upon conversion of the loan/ debt facility owed to them by the Company, subject to approval of the Members of the Company;
• (iii) The terms and conditions of restructuring of the dues owed by the Company to Edelweiss Asset Reconstruction Company Limited ("EARC") acting as Trustee of EARC Trust SC233, EARC Trust SC24 l and EARC Trust SC269. Details in accordance with Para A of Part A of Schedule III read with Regulation 30(2) of the SEBI(LODR) Regulations, 2015 are annexed herewith as Annexure-A;
• (iv) Th e proposal for issuance of upto 1,98,63,658 (One Crore Ninety Eight Lacs Sixty Three Thousand Six Hundred Fifty Eight) equity shares having face value of Rs. 10/-(Rupees Ten) each to Edelweiss Asset Reconstruction Company Limited ("EARC"), an Asset Reconstruction Company registered under Section 3 of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 and a Financial Institution within the meaning of sub clause (i-a) of clause (h) of Section 2 of the Recovery of Debts due to Banks and Financial

Corp. Office: Industrial Assurance Building 3rd Floor, Churchgate, Mumbai, Maharashtra - 400 020, India P +9 1 (22) 2283 1716/18 F +91 (22) 2204 6904 E tiliquor@tilind.com

Regd. Office: P.O. Tilaknagar, Tai. Shrirampur, Dist Ahmednagar, Maharashtra - 4 13 720, India .,\ ^p+91 (2422) 265 123 I 265 032 F +9 1 (242 ,O>+d::'t(l,;JI • "fl .,. ^Eregoff@tilind .com ~

Institutions Act, 1993 acting as Trust ee of EARC Trust SC233, EARC Trust SC24 l and EARC Trust SC269 a t an issue price of Rs. 17.05 per share(including premium of Rs. 7.05 per share) towards conversion of part of the debt owed to it by the Company amounting to Rs. 33,86,75,368.90 (Thirty Th ree Crores Eighty Six Lacs Seventy Five Thousand Three Hundred Sixty Eight and Paisa Ninety) into equity shares of the Company on preferential basis, subject to approval of the Members of the Company. Details in accordance with Para A of Part A of Schedule III read with Regulation 30(2) of the SEBI(LODR) Regulations, 20 15 are annexed herewith as Annexure-B;

• v) The proposal for Issuance of upto 5,36,39,847 (Five Crores Thirty Six Lacs Thirty Nine Thousand Eight Hundred Forty Seven) equity shares having face value of Rs. 10/-(Rupees Ten) each to the Investors at an issue price of Rs. 13.75 per share(including premium of Rs. 3. 75 per share) on preferential basis through private placement, subject to approval of the Members of the Company. Details in accordance with Para A of Part A of Schedule III read with Regulation 30(2) of the SEBI(LODR) Regulations, 2015 are annexed herewith as Annexure-B;
• vi) Convening of the Extra-Ordinary General Meeting of the Company on Saturday, February 22, 2020 at 10.30 a.m. at the Registered Office of the Company i. e. P.O. Tilaknagar, Tal. Shrirampur, Dist. Ahmednagar, Maharashtra-413 720. The notice of the Meeting s hall be dispatch ed in due course.

Please take note tha t the Meeting commenced at 10.00 a.m. and concluded at 05.55 p.m.

K ndly acknowledge t he receipt and take the s ame on your record.

Thanking you,

Yours faithfully,

For Tilaknagar Industries Ltd.

Enc l : a/a

Corp. Office: Industrial Assurance Building, 3rd Floor, Churchgate, Mumbai, Maharashtra - 400 020, India P +91 (22) 2283 1716/18 F +91(22)2204 6904 E tiliquor@tilind.com

Regd. Office: P.O. Tilaknagar, Tai. Shrirampur, Dist. Ahmednagar, Maharashtra - 4 13 720, India ^p+91 (24221 265 123 I 265 032 F +91 (24221 265 135 E regoff@tilind.com

ANNEXURE -A

DISCLOSURE UNDER REGULATION 30(2) OF THE SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015,

I Details reasons and for restructuring	Acceding to the request submitted by the Company, Edelweiss Asset Reconstruction Company Limited("EARC") acting as Trustee of EARC Trust SC233, EARC Trust SC241 and EARC Trust SC269(in favour of whom some of the lender Banks and Financial Institution have assigned all the rights, title and interests in financial assistances granted by them to the Company) has granted in principle approval for restructuring of the debts owed to it by the Company.
Qua~titative and/ qualitative o r effect of restructuring (Brief)	EARC will restructure the debt owed to it by the Company to the tune of Rs. 523.32 Crores at Rs 344.47 Crores. -+----
' 1~ Details of benefit, if any, to the p"omoter/ promoter group/ group such companies from proposed	The restructured debt of the Company will carry an interest rate of 9% per annum and is payable over 4 years' tenure valid up to March 31, 2024. The Servicing and the repayments are based upon cash flows of the Company. Any residual amount pending at the end of the 4th ear will be refinanced b the Com an . As per terms of restructuring by EARC, the balance debt of 144.98 Crores shall remain outstanding till the time Rs. restructured debt is repaid to the satisfaction of EARC and the same shall carry interest rate of 0.001 % p.a. accruing on a yearly b asis. The balance debt along with accrued interest shall be waived and written off by EARC once the restructured debt has been repaid to the satisfaction of EARC. Rest of the debt amount of Rs. 33.87 Crores shall be converted into equity shares of the Company at an issue price of Rs 17.05 p er equity share in such a manner, so that after the allotment of equity shares, the holding of EARC should be 10 % of the diluted e uit share ca ital of the Com an NIL
~ rcstruct~ri!!g_ of details change in Brief	-- --- - restructuring and Post-restructuring shareholding p attern Pre -
shareholding pattern (if any) of th e	Qfjhc Company is as follows:
1 entities		Pre- Restructuring %	Post Restructuring %
	Promoters	54.80	34.52
	EARC	0.00	10.00
	New Individual Public Investors	0.15	27.10
	Public	45.05	28.38
	Total	100.00	100.00
	-- to Individual Investors.	The Post-restructuring shareholding pattern as mentioned is on the assumption that the promoter contribution. i_s ·N equ ity shares shall also be allotted on a Private Placement	-·

Corp. Office: Industrial Assurance Building, 3rd Floor, Churchgote, Mumbai, Maharashtra - 400 020, Indio P +91(22)2283 1716/18 F +91(22)22046904 E tdiquor@tilind.com

Regd. Office: P.O. Tilaknagar, Tai. Shrirampur, Dist. Ahmednogor, Maharashtra - 413 720, Indio p +91 (2422) 265 123 I 265 032 F +9 l (2422) 265 135 E regoff@tilind.com

Annexure-B

Details in accordance with Para A of Part A of Schedule III read with Regulation 30(2) of the SEBI(LODR) Regulations, 2015

a	$\circ$ f Securities Type Proposed be to issue(viz. equity shares, convertible etc.)		Equity Shares
$\mathbf b$	Type of Issuance	Preferential Allotment to Edelweiss Asset Reconstruction А. Company Limited acting as Trustee of EARC Trust SC233, EARC Trust SC241 and EARC Trust SC269 towards conversion of part of the debt owed to it by the Company pursuant to Section 62 of the Companies Act, 2013 and as per the SEBI(Issue of Capital and Disclosure Requirements) Regulations, 2018 B. Preferential Allotment to Investors for raising of funds through Private Placement pursuant to Section 62 of the Companies Act, 2013 and as per the SEBI(Issue of Capital and Disclosure Requirements) Regulations, 2018
C	Total Number of securities proposed to be issued or the total amount for which the	S1. No.	Name of the Proposed Allottees	Category	Maximum Number of Equity shares proposed to be allotted
	securities will be issued	A	Edelweiss Asset Reconstruction Company Limited
		$\mathbf{1}$	Edelweiss Asset Reconstruction Company Limited acting as Trustee of EARC Trust SC233	Non-Promoter Financial Institution	33,76,822
		$\overline{2}$	Edelweiss Asset Reconstruction Company Limited acting as Trustee of EARC Trust SC241	Non-Promoter Financial Institution	79,45,463
		3	Edelweiss Asset Reconstruction Company Limited acting as Trustee of EARC Trust SC269	Non-Promoter Financial Institution	85,41,373
			Total(A)		1,98,63,658
		B $\mathbf{1}$	Investors Sujee A	Non-Promoter Indian Public	45,97,701
		$\overline{2}$	Selvam	Non-Promoter Indian Public	30,65,134
		3	Kalathil Krishnan	Non-Promoter Indian Public	38, 31, 418
		$^{+}$	Ayyan Gouda Malipatil	Non-Promoter Indian Public	19,15,709
		$\,$ 5	Doddabasavanagowda A Malipatil	Non-Promoter Indian Public	19, 15, 709
		6	Narasimha Reddy Tumu	Non-Promoter Indian Public	38, 31, 418
		$\overline{7}$	N Anish Reddy	Non-Promoter Indian Public	38, 31, 418
		8	Muthyam Reddy Kukunoor	Non-Promoter Indian Public	38, 31, 418
		9	Alwal Reddy Nallavelly	Non-Promoter Indian Public	38, 31, 418

Corp. Office: Industrial Assurance Building, $3$ ^rd Floor, Churchgate, Mumbai, Maharashtra - 400 020, India
P +91 (22) 2283 1716/18 F +91 (22) 2204 6904 E tiliquor@tilind.com

Regd. Office: P.O. Tilaknagar, Tal. Shrirampur, Dist. Ahmednagar, Maharashtra - 413 720, India
P +91 (2422) 265 123 / 265 032 F +91 (2422) 265 135 E regoff@tilind.com

*Inve	Gra nd Total {A+Bl stors mentioned at SL nos. B(6) to B(12) above are part of the same group ac	ting as person acting in concert with	7 35 0 3 505
	Total{ Bl		5,36 3 9 847
12	Kancharla Chandra Sheker Reddy	Non-Promoter Indian Public	76,62,834
11	Mallik Reddy Challa	Non-Promoter In dian Public	38,31,418
10	Amireddy Jaipal Reddy	Non-Promoter Indian Public	1, 14,94,252

Corp. Office: Industrial Assurance Building, 3rd Floor, Churchgote, Mumbai, Maharashtra - 400 020, Indio P +91 (22) 2283 1716/18 F +91 (22) 2204 6904 E tiliquor@tilind.com

L

Regd. Office: P.O. Tiloknogor, Toi. Shrirompur, Dist. Ahmednagor, Maharashtra - 413 720, Indio p +91 (2422) 265 123 I 265 032 F +91 (2422) 265 135 E regoff@tilind.com