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Tirupati Forge Limited Board/Management Information 2021
61009_rns_2021-08-30_aa0214b8-dfce-481f-b694-f7880b555d4f.pdf
Board/Management Information
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Works & Regd. Office: Survey No. 92/1, Nr. Shan Cement, Hadamtala Industrial Area, N.H. - 27, Vill.: Hadamtala, Tal.: Kotdasangani, Dist. Rajkot - 360 311. (Gujarat)
Tele $\div$ +91 - 2827-270512 E-mail: [email protected] Web : www.tirupatiforge.com CIN No. L27320GJ2012PLC071594
August 26, 2021
To, Listing Department National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1, G - Block, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051
Dear Sir/Madam,
Symbol:TIRUPATIFL Series :EO
Sub: Outcome of Board Meeting held on August 26, 2021
With reference to intimation made by the Company on August 18, 2021 and in accordance with Regulations 30 read with Schedule III of SEBI [Listings Obligations and Disclosures Requirements] Regulations, 2015, We would like to inform you that the meeting of Board of Directors of the Company was duly convened and held on Thursday, August 26, 2021 and resolved the following businesses along with general business matter items:
- Approved and Recommended the sub division of the face value of equity shares of the company from Rs.10/- (Rupees Ten Only) per share to the face value of Rs.2/- (Rupee Two Only) each, subject to approval of members of the company. (Details in Annexure I).
- Considered and Approved Increase in Authorised share capital and alter capital clause of the Memorandum of Association of the company (Details in Annexure II).
- Approved and Recommended issuance of fully paid up bonus shares post sub-division of $\bullet$ shares to the shareholder in the ratio of 3:4, subject to approval of members of the company (Details in Annexure III).
- The Board of Directors decided Smt. Darshna Hiteshkumar Thummar- Non Executive Director liable to retire by rotation and being eligible recommended her re-appointment in ensuing Annual General Meeting.
- Approved Board's report of the Company along with its annexures for the financial year ended on March 31, 2021.
- Considered and Approved 9th Annual General Meeting scheduled to be held on Tuesday, 28th September, 2021 at 12:00 P.M. at the registered office of the company situated at Plot No. 1-5, Survey No. 92/1, Near Shan Cement, Hadamtala Industrial Area, Tal: Kotda Sangani, Hadamtala Rajkot-360311 (Gujarat) India, to transact the business as mentioned in AGM Notice.
- Considered and approved notice for calling of 9th Annual General Meeting (AGM) of the Company for the financial year ended on March 31, 2021.
- Decided and approved 20th September, 2021 as cut-off date for remote E-voting facility for Annual general Meeting of the Company.
Works & Regd. Office: Survey No. 92/1, Nr. Shan Cement, Hadamtala Industrial Area, N.H. - 27, Vill.: Hadamtala, Tal.: Kotdasangani, Dist. Rajkot - 360 311. (Gujarat)
Tele. $\div$ +91 - 2827-270512 E-mail: [email protected] : www.tirupatiforge.com Web CIN No. L27320GJ2012PLC071594
- Approved the Book Closure for the purpose of AGM Pursuant to section 91 of the Companies Act, 2013 and Regulation 42 of SEBI (LODR) Regulations, 2015, the Register of Members and Share transfer books of the Company will remain closed from 21st September, 2021 to 28th September, 2021 (Both day inclusive).
- Appointed CS Piyush Jethva, Practicing Company Secretary as a scrutinizer for scrutinizing e-voting process.
- With the permission of chair, although it was not in the agenda items, the following businesses were approved by the Board of Directors:
- Approved the requests received from the following Promoters/ Promoter Group of the Company, seeking re-classification from "Promoter / Promoter Group Category" to the "Public Category" of shareholders of the Company. The approval of the Board towards re-classification is subject to the approval of shareholder in general meeting and appropriate authorities in terms of Regulation 31A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and amendments thereof:
| Sr.No. | Name of the Person | NumberofShares Held | Equity % of Shareholding |
|---|---|---|---|
| Ajay Vithalbhai Sardhara | 61,440 | 0.55 | |
| Vishal Ramjibhai Sorathiya | 72,640 | 0.65 |
- Authority for Increase in Borrowing Limit.
- Approved transfer of Surplus amount of Rs. 5,39,00,000 to free reserve.
The Meeting of the Board of directors of the Company commenced at 04:00 P.M. and Concluded at 06:15 P.M.
Kindly take the same on your record and oblige.
Thanking You, For, TIRUPATI FORGE LIMITED
Vm. molifer HADMATAL Vivek M. Moliya Company Secretary and Compliance Officer
- Encl.: 1) Information for sub-division of shares as per Regulation 30 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015
-
- Information for increase in authorize share capital and alter capital clause of Memorandum of Association as per Regulation 30 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015
-
- Information for issuance of fully paid up Bonus shares as per Regulation 30 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015
-
- Certified True copy of extract of Board resolution of approval of re-classification
Works & Regd. Office: Survey No. 92/1, Nr. Shan Cement, Hadamtala Industrial Area, N.H. - 27, Vill.: Hadamtala, Tal.: Kotdasangani, Dist. Rajkot - 360 311. (Gujarat)
Tele. : +91 - 2827-270512 E-mail: [email protected] Web : www.tirupatiforge.com CIN No. L27320GJ2012PLC071594
Annexure-I
Information for sub-division of shares as per Regulation 30 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015
| Sr. | Particulars | Disclosures | ||
|---|---|---|---|---|
| No. | ||||
| 01. | Ratio of Sub-division | Sub division of the face value of the equity shares ofthe company from Rs.10/- (Ten only) per share tothe face value of Rs.2/- (Two only) each. | ||
| After sub division, 05 (Five) equity shares of Rs.2 /-(Two only) each to be issued against 1 (One) equityshare of Rs.10/- (Ten only) each. | ||||
| 02. | Rational for sub division | To facilitate large shareholder base and aid liquidityin the shares of the company | ||
| 03. | Pre sub-division share capital:- | |||
| Authorized Capital | Rs.11,50,00,000/- (Rupees Eleven Crore Fifty LakhOnly) divided into 1,15,00,000 (One Crore Fifteen | |||
| Lakh) Equity Shares of Rs.10/- (Rupees Ten only)each. | ||||
| Paid up and subscribed capital | Rs.11,20,00,000/- (Rupees Eleven Crore TwentyLakh only) divided into 1,12,00,000 (One CroreTwelve Lakh) equity shares of Rs.10/- (Rupees Tenonly) each. . | |||
| 04. | Post sub-division share capital:- | |||
| Authorized Capital | Rs.11,50,00,000/- (Rupees Eleven Crore Fifty LakhOnly) divided into 5,75,00,000 (Five Crore SeventyFive Lakh) Equity Shares of Rs.2/- (Rupees Twoonly) each. | |||
| Paid up and subscribed capital | ||||
| Rs.11,20,00,000/- (Rupees Eleven Crore TwentyLakh only) divided into 5,60,00,000 (Five CroreSixty Lakh) equity shares of Rs.2/- (Rupees Twoonly) each. | ||||
| 05. | Expected time for completion | Within the prescribed time specified in this regard,if any | ||
| 06.$\mathcal{N}_{\rm eff}$ . | Class of shares which aresubdivided | Equity Shares (There is only one class of equityshares) | ||
| 07. | Number of shares of each class | Since there is only one class of shares, the required | ||
| pre and post sub-division | details are not applicable |
For, Tirupati Forge LimitedCompany Secretary
Works & Read, Office: Survey No. 92/1, Nr. Shan Cement. Hadamtala Industrial Area, N.H. - 27, Vill.: Hadamtala, Tal.: Kotdasangani, Dist. Rajkot - 360 311. (Gujarat)
$\therefore +91 - 2827 - 270512$ Tele. E-mail: [email protected] Web : www.tirupatiforge.com CIN No. L27320GJ2012PLC071594
Annexure-II
Information for increase in authorize share capital and alter capital clause of Memorandum of Association as per Regulation 30 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015
The present Authorized Share Capital of the Company is Rs.11,50,00,000/- (Rupees Eleven Crore Fifty Lakh only). In view of the proposal for issue of sub-divided shares, it is proposed to sub-divide the number of equity shares underlying the Authorized Share Capital of the Company from 1,15,00,000 (One Crore Fifteen Lakh only) ordinary shares of Rs. 10/-(Rupees Ten Only) each to 5,75,00,000 (Five Crore Seventy Five Lakh Only) Ordinary Shares of the face value of Rs. 2/- (Rupees Two Only).
The Board of Directors at their meeting held on August 26, 2021 approved the proposal to increase the Authorized Share Capital of the Company and consequent amendments to the Memorandum of the Company. Increase in Authorized Share Capital would necessitate amendment to Clause V of the Memorandum of Association of Company and would require members' approval by passing ordinary Resolutions. The Authorised Share Capital after increase will be as under:
V. The Authorised Share Capital of the Company is Rs. 20,00,00,000 (Rupees Twenty Crore only) divided into 10,00,00,000 (Ten Crore Only) Equity Shares of Rs. 2/- (Rupees Two) each.
For, Tirupati Forge Limited m. molised Company Secretary
Works & Regd. Office: Survey No. 92/1, Nr. Shan Cement, Hadamtala Industrial Area, N.H. - 27. Vill.: Hadamtala, Tal.: Kotdasangani, Dist. Rajkot - 360 311. (Gujarat)
$\therefore +91 - 2827 - 270512$ Tele. E-mail: [email protected] : www.tirupatiforge.com Web CIN No. L27320GJ2012PLC071594
Annexure-III
Information for issuance of fully paid up Bonus shares as per Regulation 30 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015
| Sr.No. | Particulars | Disclosures | ||
|---|---|---|---|---|
| 01. | Type of Securities proposed tobe issued | Equity Shares | ||
| 02. | Type of Issuance | Bonus Issue | ||
| 03. | Totalnumber$\circ$ fsecuritiesproposed to be issued or thetotal amount for which thesecurities will be issued | 4,20,00,000 No. of equity shares of Rs.2/- eachfully paid up. | ||
| 04. | Whether bonus issue out of freereserves created out of profitsor share premium account | Yes | ||
| 05. | Bonus Ratio | 3:4 | ||
| 06. | Details of share capital:-Pre bonus issuePaid up and subscribed capitalPost bonus issuePaid up and subscribed capital | Rs. 11,20,00,000 divided into 5,60,00,000 shares ofRs. 2/- each fully paid up (post sub division)Rs. 9,80,00,000 divided into 19,60,00,000 shares ofRs. 2/- each fully paid up (post sub division) | ||
| 07. | Free reserves and/ or sharepremiumrequiredforimplementing the bonus issue | Rs.8,40,00,000 | ||
| 08. | Free reserves and/ or sharepremiumavailablefor capitalization and the date asonwhichsuchbalanceisavailable | As on March 31, 2021:Free Reserves: Rs. 6,54,38,782Security Premium Account: Rs. 3,01,84,927 | ||
| 09. | Whether the aforesaid figuresare audited | Yes | ||
| 10. | Estimated date by which suchbonus shares would be crediteddispatched | Within 60 days from the date of Board Approval |
For, Tirupati Forge LimitedCompany Secretary
Works & Regd. Office: Survey No. 92/1, Nr. Shan Cement. Hadamtala Industrial Area, N.H. - 27, Vill.: Hadamtala, Tal. : Kotdasangani, Dist. Rajkot - 360 311. (Gujarat)
Tele $\div$ +91 - 2827-270512 E-mail: [email protected] Web : www.tirupatiforge.com CIN No. L27320GJ2012PLC071594
RELATED EXTRACT OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF THE COMPANY TIRUPATI FORGE LIMITED HELD AT THE REGISTERED OFFICE SITUATED AT PLOT NO. 1-5, SURVEY $92/1.$ SHAN CEMENT, HADAMTALA NEAR INDUSTRIAL AREA, HADAMTALA - 360311, TALUKA: KOTDA SANGANI DIST: RAJKOT (GUJARAT) INDIA ON THURSDAY, AUGUST 26, 2021, AT 04.00 P.M.
Approval of reclassification of shareholders from 'promoter group' category to 'public' category
RESOLVED THAT, pursuant to provisions of Regulation 31A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI LODR Regulations") and other applicable laws and subject to approval of BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") (together, "Stock Exchanges") and such other approvals as may be necessary, the consent of the Board be and is hereby accorded to reclassify the following persons from 'promoter group' category to 'public' category shareholders:
| Sr.No. | Name of the Person | Shares Held | Number of Equity % of Shareholding |
|---|---|---|---|
| $\perp$ . | Ajay Vithalbhai Sardhara | 61,440 | 0.55 |
| Vishal Ramjibhai Sorathiya | 72,640 | 0.65 |
RESOLVED FURTHER THAT, for the purpose of giving effect to this resolution and the reclassification, any of the Directors, the Company Secretary or duly authorized officer of the Company be and are hereby jointly and/or severally Authorised and empowered to sign and submit such intimations, disclosures, undertakings, confirmations, documents etc. as may be necessary, make application for reclassification to the Stock Exchanges and to do all such acts, deeds, matters and things as they may, in their absolute discretion, deem proper, necessary, or expedient and to settle any question, difficulty or doubt, that may arise in giving effect to aforementioned resolution."
Date: 26/08/2021 Place: Hadamtala
///Certified To Be True/// For, TIRUPATI FORGE LIMITED
HADMATA
Bhavesh T. Barasiya Whole Time Director $[DIN: 05332180]$