This is to inform that a Meeting of the Board of Directors of the Company will be held on Saturday, February 12, 2022,
inter alia, to consider and approve the Unaudited Financial Results of the Company for the quarter and nine month ended December 31, 2021.
This is to inform that a Meeting of the Board of Directors of the Company will be held on Saturday, November 13, 2021, inter alia, to consider and approve the Unaudited Financial Results of the Company for the quarter and half year ended September 30, 2021.
Further It may please be noted that the 'Trading Window' as defined in the Code of Conduct for Prevention of Insider Trading will remain closed in connection with the approval of the Unaudited Financial Results for the Quarter ended 30th September, 2021 and shall reopen after the expiry of 48 hours from the time of publication of the aforesaid Financial Results.
This is to inform that a Meeting of the Board of Directors of the Company will be held on Wednesday, July 30, 2021, to take on record the Audited Financial Results for the quarter / year ended March 31, 2021, of the Company and to recommend dividend if any, for the year 2020-21
Further It may please be noted that the 'Trading Window' as defined in the Code of Conduct for Prevention of Insider Trading will remain closed in connection with the approval of the Unaudited Financial Results for the Quarter ended 31st December, 2020 and shall reopen after the expiry of 48 hours from the time of publication of the aforesaid Financial Results.
A Meeting of the Board of Directors of the Company will be held on Friday, February 12, 2021, at its Corporate Office, Ecospace Campus 2B, New Town Rajarhat, Kolkata-700160, inter alia, to consider and take on record the Unaudited Financial Results of the Company for the quarter & nine month period ended December 31, 2020.
Further It may please be noted that the 'Trading Window' as defined in the Code of Conduct for Prevention of Insider Trading will remain closed in connection with the approval of the Unaudited Financial Results for the Quarter ended 31st December, 2020 and shall reopen after the expiry of 48 hours from the time of publication of the aforesaid Financial Results.
TThis is to inform that a Meeting of the Board of Directors of the Company will be held on Wednesday, July 15, 2020, to take on record the Audited Financial Results for the quarter / year ended March 31, 2020, of the Company and to recommend dividend if any, for the year 2019-20.
Further, please note that the 'trading window' as defined in the Code of Conduct for Prevention of Insider Trading and pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended and Clarification given by BSE Limited vide Circular no. LIST/COMP/01/2019-20 dated 02 April 2019 and National Stock Exchange of India Limited vide Circular no. NSE/CML/2019/11 dated 02 April 2019, will remain closed in connection with the approval of the Audited Financial Results for the quarter / year ended March 31, 2020, on and from April 04, 2019, and shall re-open after the expiry of 48 hours from the time of publication of the aforesaid financial results.
This is to inform that a Meeting of the Board of Directors of the Company will be held on Friday, February 14, 2020, at 4 Mangoe Lane, Kolkata - 700001, to take on record the Unaudited Financial Results for the quarter and nine months' period ended December 31, 2019, of the Company.
Further, please note that pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended and pursuant to the Company’s Code of Conduct, the trading Window for dealing in the securities of the Company will remain closed in connection with the approval of the Unaudited Financial Results for the quarter and nine months' period ended December 31, 2019, on and from January 01, 2020, and shall re-open after the expiry of 48 hours from the time of publication of the aforesaid financial results.
This is to inform that a Meeting of the Board of Directors of the Company will be held on Thursday, November 14, 2019, at 4 Mangoe Lane, Kolkata - 700001, to take on record the Unaudited Financial Results for the quarter and six months' period ended September 30, 2019, of the Company.
Further, please note that pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended and pursuant to the Company’s Code of Conduct, the trading Window for dealing in the securities of the Company will remain closed in connection with the approval of the Unaudited Financial Results for the quarter and Six months' period ended September 30, 2019, on and from October 01, 2019, and shall re-open after the expiry of 48 hours from the time of publication of the aforesaid financial results.
This is to inform that a Meeting of the Board of Directors of the Company will be held on Wednesday, Aug 14, 2019, at the Registered Office of the Company at 4 Mangoe Lane, Kolkata - 700001, to take on record the Audited Financial Results for the quarter ended June 30, 2019, of the Company.
It is further brought to the Notice of all employees of the Company that pursuant to Prohibition of Insider Trading Regulations, 2015 issued by the Securities & Exchange Board of India (SEBI) and pursuant to the internal code of conduct for prevention of Insider Trading of the Company, the ‘Trading Window’ for dealing in equity shares of the Company will remain closed on and from July 01, 2019 and shall reopen after the expiry of 48 hours from the time of publication of the aforesaid Financial Results.
This is to inform that a Meeting of the Board of Directors of the Company will be held on Tuesday, May 30, 2019, at the Registered Office of the Company at 4 Mangoe Lane, Kolkata - 700001, to take on record the Audited Financial Results for the quarter / year ended March 31, 2019, of the Company and to recommend dividend if any, for the year 2018-19.
Further, please note that the 'trading window' as defined in the Code of Conduct for Prevention of Insider Trading and pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended and Clarification given by BSE Limited vide Circular no. LIST/COMP/01/2019-20 dated 02 April 2019 and National Stock Exchange of India Limited vide Circular no. NSE/CML/2019/11 dated 02 April 2019, will remain closed in connection with the approval of the Audited Financial Results for the quarter / year ended March 31, 2019, on and from April 04, 2019, and shall re-open after the expiry of 48 hours from the time of publication of the aforesaid financial results.
Meeting of the Board of Directors of the Company held on Wednesday, February 13, 2019, at its Corporate Office, got adjourned to be held on Monday, February 18, 2019, to consider and take on record the Unaudited Financial Results of the Company for the quarter ended December 31, 2018.
A Meeting of the Board of Directors of the Company will be held on Wednesday, February 13, 2019, at its Corporate Office, Ecospace Campus 2B, New Town Rajarhat, Kolkata-700160, inter alia, to consider and take on record the Unaudited Financial Results of the Company for the quarter & nine month period ended December 31, 2018.
Further It may please be noted that the 'Trading Window' as defined in the Code of Conduct for Prevention of Insider Trading will remain closed in connection with the approval of the Unaudited Financial Results for the Quarter ended December 31, 2018 on and from February 6, 2019 and shall reopen after the expiry of 48 hours from the time of publication of the aforesaid Financial Results.
This is to inform that a Meeting of the Board of Directors of the Company will be held on Wednesday, November 14, 2018, at the Corporate Office, Ecospace Campus 2B, New Town Rajarhat, Kolkata-700160, to take on record the Unaudited Financial Results for the quarter and six months' period ended September 30, 2018, of the Company.
Further, please note that the 'trading window' as defined in the Code of Conduct for Prevention of Insider Trading will remain closed in connection with the approval of the Unaudited Financial Results for the quarter and Six months' period ended September 30, 2018, on and from November 7, 2018, and shall re-open after the expiry of 48 hours from the time of publication of the aforesaid financial results.
This is to inform that a Meeting of the Board of Directors of the Company held on Wednesday, Aug 29, 2018 at the Corporate Office: 2B Ecospace Campus, New Town, Kolkata – 700160.
The outcome of the Board Meeting is attached herewith.
This is to inform that a Meeting of the Board of Directors of the Company will be held on Tuesday, Aug 14, 2018, at the Registered Office of the Company at 4 Mangoe Lane, Kolkata - 700001, to take on record the Audited Financial Results for the quarter ended June 30, 2018, of the Company.
It is further brought to the Notice of all employees of the Company that pursuant to Prohibition of Insider Trading Regulations, 2015 issued by the Securities & Exchange Board of India (SEBI) and pursuant to the internal code of conduct for prevention of Insider Trading of the Company, the ‘Trading Window’ for dealing in equity shares of the Company will remain closed on and from Aug 7, 2018 and shall reopen after the expiry of 48 hours from the time of publication of the aforesaid Financial Results.
This is to inform that a Meeting of the Board of Directors of the Company will be held on Tuesday, May 29, 2018, at the Registered Office of the Company at 4 Mangoe Lane, Kolkata - 700001, to take on record the Audited Financial Results for the quarter / year ended March 31, 2018, of the Company and to recommend dividend if any, for the year 2017-18.
Further, please note that the 'trading window' as defined in the Code of Conduct for Prevention of Insider Trading will remain closed in connection with the approval of the Audited Financial Results for the quarter / year ended March 31, 2018, on and from May 24, 2018, and shall re- open after the expiry of 48 hours from the time of publication of the aforesaid financial results.
Pursuant to the declaration made by the Company on February 13, 2018, the Notice of the Extraordinary General Meeting (EGM) of the Members of the Company to be held on Thursday, March 15, 2018 at 11.00 AM at Auditorium, Club Eco Vista, Ecospace Business Park, Plot No: 2-F/11, New Town, Rajarhat, 24 Parganas (North), Kolkata - 700156, is attached herewith.
This is to inform that the Board of Directors of the Company, at their meeting held on February 13, 2018 have approved the following:
1. An Extra Ordinary General Meeting (EGM) of the Shareholders of the Company will be held on 15th March, 2018.
2. Amendment of Capital Clause:
Subject to the approval of the Shareholders of the Company in the forthcoming EGM the Authorised Share Capital of the Company will be increased to Rs. 500,00,00,000 (Rupees Five Hundred Crores Only) divided into 24,00,00,000 (Twenty Four Crores only) equity shares of Rs. 10/- (Rupees Ten Only), 14,00,00,000 Convertible Preference Shares of Rs. 10/- (Rupees Ten Only) each and 1,20,00,000 (One Crore Twenty Lacs) Non- Convertible Redeemable Preference Shares of Rs. 100/- (Rupees One Hundred Only) Each.
Consequently, subject to the approval of the Shareholders of the Company in the forthcoming EGM, Clause V of the Memorandum of Association and the relevant Article in the Articles of Association of the Company would be suitably substituted.
3. Issue of securities of the Company on preferential basis:
a. Upto 43,819,000 Compulsorily convertible preference shares of Rs 10 each ("CCPS") at a premium of Rs. 52 per CCPS for cash to following investors:
| Sl. No. | Name of the Allottee | No. of CCPS to be Allotted |
|---|---|---|
| 1 | Aditya Birla Capital | 11,290,000 |
| 2 | ECAP Equities Limited | 8,200,000 |
| 3 | Edelweiss Credit Opportunities Fund | 8,200,000 |
| 4 | ILFS | 16,129,000 |
b. Upto 12,000,000 Compulsorily convertible preference shares of Rs 10 each ("CCPS") at a premium of Rs. 52 per CCPS to Williamson Magor & Co Limited, Williamson Financial Services Limited and Babcock Borsig Limited, Promoters of the Company against part conversion of unsecured loan amounting to Rs. 74.40 crores, which is lying with the Company;
c. Upto 32,270,000 equity shares of Rs 10 each ("Equity Shares") at a premium of Rs. 52 per Equity Share for cash to the following investors:
| Sl. No. | Name of the Allottee | No. of Equity to be Allotted |
|---|---|---|
| 1 | Premier Capital & Securities (P) Ltd. | 4,200,000 |
| 2 | Techpro Ventures LLP | 2,420,000 |
| 3 | Merlin Securities Private Limited | 9,500,000 |
| 4 | Sunny Rock Estates & Developers (P) Ltd | 5,650,000 |
| 5 | Gunkali Commodities Pvt. Ltd | 4,800,000 |
| 6 | Kotak Mahindra Bank Limited | 2,500,000 |
| 7 | DMI Finance Pvt. Ltd | 3,200,000 |
d. Upto 4000000 warrants of Rs 10 each ("Warrants") at a premium of Rs. 52 per Warrant for cash to the following investors:
| Sl. No. | Name of the Allottee | No. of Warrant to be Allotted |
|---|---|---|
| 1 | SLC Traders Company Pvt. Ltd. | 2,500,000 |
| 2 | Mrs. Urmila Kapadia | 1,500,000 |
The Board of Directors of the Company have authorised Mr. Indranil Mitra, Company Secretary, on behalf of the Board to finalise the notice of the Extra Ordinary General Meeting and explanatory statement for obtaining consent of the members of the Company to the Preferential Allotment and to do all such acts, deeds, matters and things as may at his sole and absolute discretion deem fit, necessary, desirable incidental or expedient for such purpose, to give effect to this resolution.
4. Appointment of Joint Statutory Auditor:
Subject to the approval of the Shareholders of the Company in the forthcoming EGM, M/s V. Singhi & Associates, Chartered Accountants, be appointed as Joint Statutory Auditors for a period of 4 years from financial year 2018-19 to financial year 2022-23.
5. Unaudited Financial Results:
The Board of Directors at their meeting held on February 13, 2018, has taken on record the Unaudited Financial Results of the Company for the Quarter and Nine Months period ended December 31, 2017 (copy enclosed), in terms of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
This is to inform that a Meeting of the Board of Directors of the Company will be held on Tuesday, February 13, 2018, at the Registered Office of the Company at 4 Mangoe Lane, Kolkata - 700001, to take on record the Unaudited Financial Results for the quarter and nine months' period ended December 31, 2017, of the Company.
Further, please note that the 'trading window' as defined in the Code of Conduct for Prevention of Insider Trading will remain closed in connection with the approval of the Unaudited Financial Results for the quarter and nine months' period ended December 31, 2017, on and from February 8, 2018, and shall re-open after the expiry of 48 hours from the time of publication of the aforesaid financial results.
The Company has received an order for Engineering and Supply and Civil Works, Structural Works and Construction for 60 TPH Green Anode Plant from Vedanta Limited for a value of Rs 133.50 crores.
The Board of Directors of the Company at their meeting held on date, i.e. November 14, 2017, has taken on record the Unaudited Financial Results of the Company for the Quarter and Half Year ended September 30, 2017 (copy enclosed), in terms of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Pursuant to the provisions of Regulation 29 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this is to inform you that a Meeting of the Board of Directors of the Company will be held on Tuesday, November 14, 2017, at the Registered Office of the Company at 4 Mangoe Lane, Kolkata – 700001, to take on record the Unaudited Financial Results for the quarter ended September 30, 2017, of the Company.
Further note that the 'trading window’ as defined in the Code of Conduct for Prevention of Insider Trading will remain closed in connection with the approval of the Unaudited Financial Results for the quarter ended September 30, 2017, on and from November 9, 2017, and shall re-open after the expiry of 48 hours from the time of publication of the aforesaid financial results.
The Company has received an order for work of "Balaria-Mochia Surface Crushing Portal Package at Zawar Mines" from Hindustan Zinc Limited for a value of Rs. 30 Crores.
The results of the Annual General Meeting of the Company, held on Wednesday, September 20, 2017, is attached herewith.
The Annual Report of McNally Sayaji Engineering Limited, subsidiary of the Company, is disclosed herewith.
The Fifty Fourth Annual General Meeting of the Members of the Company will be held on Wednesday, September 20, 2017, at 11:00 a.m at Auditorium, Club Eco Vista, Ecospace Business Park, Plot No: 2-F/11, New Town, Rajarhat, 24 Parganas (North), Kolkata: 700156. The notice of the same is attached herewith.
Mr. Dibakar Chatterjee has tendered his resignation from his post as the Company Secretary of the Company with effect from April 24, 2017.
The Board of Directors of the Company at their meeting held on date, i.e., April 24, 2017, has appointed Mr. Indranil Mitra as the Company Secretary & the Compliance Officer of the Company with effect from April 24, 2017.
Mr. Indranil Mitra is an ACS and B.Com. He has rich expertise of over 13 years in Legal, Secretarial and Company matters.
The Allotment Committee of the Board of Directors of the Company at its meeting held today, i.e. April 13, 2017, has allotted the following equity shares on a preferential basis as per the terms of issue of such shares.
| Name of the Allottee | No. of Shares | Amount (In Rs.) | Category |
|---|---|---|---|
| Sahal Business Private Limited | 38,00,000 | 25,08,00,000 | Public |
The Company, at its Meeting held on March 31, 2017, has appointed Mr. Lalit Khetan as the Chief Financial Officer of the Company with effect from April 1, 2017. Mr. Khetan is a FCA, AICWA and B. Com, and has rich expertise of over 20 years in Finance & Accounts. Mr. Prabir Ghosh, the Whole Time Director & CFO will continue to act as a Whole Time Director of the company. However, he relinquishes his responsibilities as the CFO of the Company w.e.f 1st April, 2017.
The Allotment Committee of the Company at its meeting held today, i.e. March 30, 2017, has allotted the following Compulsorily Convertible Preference Shares (“CCPS”) as per the terms of issue of such shares:
| Name of the Allottee | No. of Shares | Amount (In Rs.) | Category |
|---|---|---|---|
| Williamson Magor & Co Limited | 1,51,51,515 | 99,99,99,990 | Promoter |
| Williamson Financial Services Limited | 1,51,51,515 | 99,99,99,990 | Promoter |
| Babcock Borsig Limited | 1,13,63,636 | 74,99,99,976 | Promoter |
| Alosha Marketing Private Limited | 67,43,818 | 44,50,91,988 | Public |
| Atash Suppliers Private Limited | 70,85,818 | 46,76,63,988 | Public |
| Bansal Collections Private Limited | 6,66,000 | 4,39,56,000 | Public |
| Carnex Barter Private Limited | 2,07,000 | 1,36,62,000 | Public |
| Ekanta Plastics Private Limited | 5,66,000 | 3,73,56,000 | Public |
| Gustov Wolf Cord Wire Private Limited | 3,28,000 | 2,16,48,000 | Public |
| Index Sales Private Limited | 59,08,000 | 38,99,28,000 | Public |
| Kunj Behari Tie-Up Private Limited | 75,000 | 49,50,000 | Public |
| Milestone Finstock Private Limited | 9,63,000 | 6,35,58,000 | Public |
| Mortal Vinimay Private Limited | 42,68,000 | 28,16,88,000 | Public |
| Sahal Business Private Limited | 1,36,47,637 | 90,07,44,042 | Public |
| Trolex India Private Limited | 2,49,000 | 1,64,34,000 | Public |
| Universal Suppliers & Construction Private Limited | 42,000 | 27,72,000 | Public |
| Vishwa Microprocessors Private Limited | 6,45,000 | 4,25,70,000 | Public |
| VT Industries Private Limited | 2,27,000 | 1,49,82,000 | Public |
The Company has concluded the Extraordinary General Meeting of its Members on Thursday, March 16, 2017, at 11.00 AM at Auditorium, Club Eco Vista, Ecospace Business Park, Plot No: 2-F/11, New Town, Rajarhat, 24 Parganas (North), Kolkata: 700156.
The members had voted on the following resolutions through both remote e-voting and poll conducted at the venue of the meeting:
Attached along with this announcement is a report dated March 17, 2017, furnished by Mr. A K Labh, Practicing Company Secretary, who was appointed as the Scrutinizer to scrutinize the voting process of the meeting, along with voting details in respect of the aforesaid resolutions in the prescribed format as required under Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Notice is hereby given that an Extraordinary General Meeting (EGM) of the Members of the Company will be held on Thursday, March 16, 2017 at 11.00 AM at Auditorium, Club Eco Vista, Ecospace Business Park, Plot No: 2-F/11, New Town, Rajarhat, 24 Parganas (North), Kolkata: 700156. The Notice is attached herewith.
This is to inform you that the Board of Directors of the Company at its meeting held on date, i.e, 14th December, 2016 has:
This is to inform that a Meeting of the Board of Directors of the Company will be held on Wednesday, December 14, 2016, at the Registered Office at 4, Mangoe Lane, Kolkata - 700 001, to take on record the Unaudited Financial Result for the quarter ended September 30, 2016 of the Company.
Further, please note that the 'Trading Window' as defined in the Code of Conduct for Prevention of Insider Trading will remain closed in connection with the approval of the Unaudited Financial Results for the quarter ended September 30, 2016, on and from December 9, 2016 and shall reopen after the expiry of 48 hours from the time of publication of the aforesaid Financial Results.
The Company is pleased to announce that it has, at its Board meeting concluded today i.e. October 1, 2016, inducted Mr. Manoj Toshniwal and Mr. Manish Agarwal as Additional Directors on the Board of Directors of the Company.
The Company has concluded its Annual General Meeting held on September 29, 2016. The results of the voting, along with the Scrutinizers Report, is given herewith.
The Annual General Meeting of the Company shall be held on September 29, 2016, at 11:00 a.m. The notice for the meeting is attached herewith.
This is to inform that a Meeting of the Board of Directors of the Company will be held on Monday, May 30, 2016, at the Registered Office at 4, Mangoe Lane, Kolkata 700 001 to:
Further, please note that the 'Trading Window' as defined in the Code of Conduct for Prevention of Insider Trading will remain closed in connection with the approval of the Audited Financial Results for the Year ended March 31, 2016, on and from May 24, 2016 and shall reopen after the expiry of 48 hours from the time of publication of the aforesaid Financial Results.
The Board of Directors of McNally Bharat Engineering Company Limited ("McNally Bharat"), at its meeting held on March 31, 2016, has considered and approved, after recommendation of the Audit Committee of McNally Bharat, a scheme of amalgamation amongst EMC Limited ("EMC"), McNally Bharat, McNally Sayaji Engineering Limited ("McNally Sayaji") and Kilburn Engineering Limited ("Kilburn") and their respective shareholders in terms of Sections 391-394 of the Companies Act, 1956 and other applicable provisions, if any, of the Companies Act, 1956 and Companies Act, 2013 ("Scheme").
Currently, EMC and Kilburn hold 28.24% and 1.69% of the paid up share capital of McNally Bharat. Further, McNally Bharat holds 74.86% of the paid up share capital of McNally Sayaji.
The Scheme involves, inter-alia, an amalgamation of EMC, Kilburn and McNally Sayaji ("Transferor Companies") with Kilburn ("Transferee Company") including change of Kilburn's name to "McNally Bharat Engineering Limited", (collectively referred to as "Proposed Restructuring").
The Board of Directors of EMC, Kilburn and McNally Sayaji in their respective meetings held today have also approved the Scheme. The Scheme shall be subject to the approval of the shareholders, stock exchanges, High Court(s) and other authorities as may be required under applicable law.
1. Brief details of the companies involved in the Scheme:
| Name of company | Area of Business |
|---|---|
| Transferee Company | |
| Kilburn | Kilburn is inter alia engaged in the business of manufacturing of different types of dryers and focuses on designing, manufacturing and commissioning customized equipment/systems for critical application in several industrial sectors. |
| Transferor Companies | |
| EMC | EMC is inter alia engaged in the business of manufacture of towers, hardware and conductor suitable for EPC projects. It also provides transmission, distribution, solutions for Power Transmission EPC projects. |
| McNally Bharat | McNally Bharat is inter alia engaged in the business of providing turnkey solutions in the areas of power, steel aluminium, material handling, mineral benefication, pyroprocessing, pneumatic handling of powdered materials including supplying and transferring of plants to the purchaser in response to orders received for delivery of plant in form of fly ash handling and high concentrate disposal, coal washing, Port cranes, Cement, Oil & Gas, civic and industrial water supply etc. through its various industrial undertakings, supplying components at customer's site, erection and commissioning of plant. |
| McNally Sayaji | McNally Sayaji, a subsidiary of McNally Bharat, is inter alia engaged in the business of manufacture of crushing, screening, grinding, material handling and mineral processing equipment. |
2. Size and Turnover:
| Size | Turnover | ||
|---|---|---|---|
| As on 31st March, 2015 | As on 31st March, 2015 | ||
| Total Assets | Net Worth | ||
| Transferee Company | |||
| Kilburn | 208.91 | 98.11 | 120.69 |
| Transferor Companies | |||
| EMC | 3,121.50 | 652.08 | 3,582.67 |
| McNally Bharat | 3,709.49 | 314.98* | 2,170.11 |
| McNally Sayaji | 503.97 | 165.83 | 206.42 |
* Including money received against share warrants.
3. Rationale for the Scheme
4. Share Exchange ratio and discharge of consideration:
Except for McNally Sayaji being a subsidiary of McNally Bharat, none of the Parties to the Scheme are related to each other. Further, the Share Exchange Ratio for the consideration to be paid under the Scheme has been arrived at based on the valuation report prepared by M/s Sharp & Tannan, an Independent Chartered Accountant, submitted to the Audit Committee and presented to the Board at its meeting. Fairness opinion on the valuation report has been provided by Microsec Capital Ltd, an independent merchant banker.
Accordingly, in consideration of the amalgamation of Transferor Companies into the Transferee Company, the Transferee Company shall issue and allot equity shares to the shareholders of the Transferor Companies in the following ratio ("Share Exchange Ratio"):
"235 (Two Hundred and Thirty Five) fully paid up equity shares of Rs. 10 (Rupees Ten Only) each of Kilburn each credited as fully paid up for every 100 (One Hundred) fully paid up equity shares of Rs. 10 (Rupees Ten Only) to each member of EMC"
"293 (Two Hundred and Ninety Three) fully paid up equity shares of Rs. 10 (Rupees Ten Only) each of Kilburn each credited as fully paid up for every 100 (One Hundred) fully paid up equity shares of Rs. 10 (Rupees Ten Only) to each member of McNally Sayaji"
"120 (One Hundred and Twenty) fully paid up equity shares of Rs. 10 (Rupees Ten Only) each of Kilburn each credited as fully paid up for every 100 (One Hundred) fully paid up equity shares of Rs. 10 (Rupees Ten Only) to each member of McNally Bharat"
"1 (One) fully paid up 11.50% non-convertible redeemable preference shares of Rs. 100 (Rupees Hundred Only) each of Kilburn each credited as fully paid up for every 1 (One) fully paid up 11.50% non-convertible redeemable preference shares of Rs. 100 (Rupees Hundred Only) to each such preference shareholder of McNally Bharat"
This is to inform that a Board Meeting of the Company has been convened at Kolkata on 31st March, 2016 to consider a Scheme of Arrangement and Amalgamation of the Company, EMC Ltd and McNally
Sayaji Engineering Ltd with Kilburn Engineering Limited, containing detailed terms of the Arrangement and Amalgamation. This intimation is to be considered as compliance of Regulation 30 of SEBI (Listing Obligations and Disclosure) Regulations, 2015.
In connection with the above, the trading window in respect of the Company's shares will remain closed from 30thMarch, 2016, until the expiry of 48 hours after disclosure of the outcome of the Board Meeting.
Further to the notice dated March 21, 2016, this is to inform that the Board of Directors of the Company at its Meeting held today has:
a) Approved, in principle, a proposal to merge the Company, its subsidiary McNally Sayaji Engineering Limited and EMC Limited with Kilburn Engineering Limited and;
b) Agreed to form a Committee with a Representative from each of the aforesaid Companies to oversee the preparation of a draft Scheme of Amalgamation and appoint such professionals as it deems fit to obtain valuation to determine the Share Exchange Ratio and drafting the Scheme of Amalgamation and to do all such acts, deeds and things as may be necessary for the above purpose and to report back to the respective Board of Directors in due course.
This shall also be treated as a disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
This is to inform that a Meeting of the Board of Directors of the Company has been convened on Tuesday, 22nd March, 2016, at 3:45 P.M to consider various restructuring options, including reorganisation, amalgamation, etc., involving the Company, its subsidiary McNally Sayaji Engineering Limited, Kilburn Engineering Limited and EMC Limited.
In connection with the above, the trading window in respect of the Company's shares will remain closed from 21st March, 2016, until the expiry of 48 hours after disclosure of the outcome of the Board Meeting.
A Meeting of the Board of Directors of the Company will be held on Friday, 12th February, 2016 at 4, Mangoe Lane, Kolkata to take on record the Unaudited Financial Result for the Quarter ended 31st December, 2015 of the Company.
Further It may please be noted that the 'Trading Window' as defined in the Code of Conduct for Prevention of Insider Trading will remain closed in connection with the approval of the Unaudited Financial Results for the Quarter ended 31st December, 2015 on and from 9th February, 2016 and shall reopen after the expiry of 48 hours from the time of publication of the aforesaid Financial Results.
The Board of Directors of the Company at its meeting held today has appointed Mr. Dibakar Chatterjee as The Company Secretary & The Compliance Officer of the Company with effect from December 01, 2015.
A Meeting of the Board of Directors of the Company will be held on November 13, 2015, to take on record the Unaudited Financial Result for the Quarter ended September 30, 2015 of the Company.
Further the 'Trading Window' as defined in the Code of Conduct for Prevention of Insider Trading will remain closed in connection with the approval of the Unaudited Financial Results for the Quarter ended September 30, 2015 on and from November 09, 2015 and shall reopen after the expiry of 48 hours from the time of publication of the aforesaid Financial Results.
As a part of its business realignment strategy, the Board of Directors of the Company at their meeting held on October 23, 2015, has decided to transfer 100% holding of the Company in MBE Coal & Mineral Technology India Private Limited (CMT India), a 99.99% subsidiary of the Company, to another subsidiary, McNally Sayaji Engineering Limited.
A Meeting of the Board of Directors of the Company will be held on Thursday, August 13, 2015, at 4 Mangoe Lane, Kolkata - 700001, to take on record the Unaudited Financial Result for the Quarter ended June 30, 2015, of the Company.
The Extraordinary General Meeting of the Members of the Company was concluded yesterday. Mr. Ajay Chandak, Scrutinizer of the Electronic and Ballot Voting process, has submitted his report on the results of the said meeting.
Notice is hereby given that an Extraordinary General Meeting of the Members of the Company shall be held on Thursday, July 30, 2015, at 11:30 am at Auditorium, Club Eco Vista, Ecospace Business Park, Plot No. 2F/11, New Town, Rajarhat, 24 Parganas (North), Kolkata - 700160. The Notices have been dispatched today to all the Shareholders.
The Board of Directors of the Company at its meeting held on May 30, 2015, inter alia, has:
A meeting of the Board of Directors of the Company will be held on May 29, 2015, to:
Further, the 'Trading Window' as defined in the Code of Conduct for Prevention of Insider Trading will remain closed in connection with the approval of the Audited Financial Results for the Year ended March 31, 2015 on and from May 23, 2015 and shall reopen after the expiry of 48 hours from the time of publication of the aforesaid Financial Results.
Mr. Sudipto Sarkar, Independent Director, has tendered his resignation from the Board of Directors of the Company.
The resignation shall be in effect from April 6, 2015.
The Board of Directors of the Company has designated Mr. Aditya Khaitan, a Non-Executive Director of the Company, as the Chairman of the Company with immediate effect.
The Board of Directors of the Company at its meeting held on March 30, 2015, has appointed Ms. Nandini Khaitan as an Additional Director as well as Woman Director of the Company with immediate effect.
With immense grief, our Company would like to inform that Mr. Deepak Khaitan, Executive Chairman of our Company has passed away today.
We, on behalf of the Company, pray to the Almighty that his Soul rests in Peace.
The Extraordinary General Meeting of the Company has been concluded today at Auditorium, Club Eco Vista, Ecospace Business Park, Plot No: 2-F/11, New Town, Rajarhat, 24 Parganas (North), Kolkata - 700160.
Attached herewith are the results of the electronic voting at the Extraordinary General Meeting as certified by Mr. Ajay Chandak, Practicing Chartered Accountant (Membership No: 056119), who has been appointed as the scrutinizer of the electronic voting process conducted by our Company.
An Extraordinary General Meeting of the Shareholders of the Company will be convened on Saturday, February 28, 2015, at Auditorium, Club Eco Vista, Ecospace Business Park, Plot. No. 2F/11, New Town, Rajarhat, 24 Parganas (N), Kolkata - 700160, at 10:00 am. The notice of the same is attached herewith.
The Board of Directors of the Company at its meeting held on February 2, 2015 has decided:-
| Sl. No. | Name of the proposed allottees | Face value of Subscription Shares/warrants | Issue Price of Subscription Share/warrants | No. Of Subscription Shares/warrants proposed to be allotted | Allottee is: QIB /MF/ FI / Trust/ Banks/Others | Category | Amount to be invested by each allottee (Rs.) |
|---|---|---|---|---|---|---|---|
| A | Shares | ||||||
| 1 | Williamson Magor & Company Limited | Rs. 10 | Rs. 100 | 2,000,000 | Others | Promoter | Rs. 20 crore |
| 2 | MKN Investment Pvt. Ltd. | Rs. 10 | Rs. 100 | 50,00,000 | Others | Non-Promoter | Rs. 50 crore |
| 3 | Rekha Rakesh Jhunjhunwala | Rs. 10 | Rs. 100 | 2,500,000 | Others | Non-Promoter | Rs. 25 crore |
| B | Share Warrant | ||||||
| 1. | Williamson Magor & Company Limited | Rs. 100 | Warrants convertible to 30,00,000 shares | Others | Promoter | Rs. 30 crore | |
A meeting of the Board of Directors of the Company will be held on Monday, February 2, 2015, to consider a proposal for raising Equity Capital through Preferential Allotment Basis.
A meeting of the Board of Directors of the Company will be held on Friday, November 14, 2014, at the Registered Office, 4 Mangoe Lane, Kolkata, to take on record the Unaudited Financial Result for the Quarter ended September 30, 2014, of the Company.
A meeting of the Board of Directors of the Company will be held on Thursday, August 14, 2014, at 2 Rainey Park, Kolkata, to take on record the Unaudited Financial Result for the Quarter ended June 30, 2014, of the Company.
The Fifty First Annual General Meeting of the Company has been concluded today at Eastern Zonal Cultural Centre, Purbashree, IB 201, Sector - 3, Salt Lake City, Kolkata - 700106.
We enclose herewith the results of the voting at the Annual General Meeting as certified by Mr. Ajay Chandak, Practicing Chartered Accountant (Membership No.: 056119), who had been appointed as the scrutinizer of the electronic voting process conducted by our Company. All the resolutions placed at the Annual General Meeting have been adopted by the Members by obtaining the requisite majority.
At the Meeting of the Board of Directors held today, the Board has:
This is in reference to the announcement made on May 26, 2014.
It has been wrongly reported in some of the press reports that the Company has sold its Coal & Mineral Technology business. It is clarified that MBE Singapore, a 100% subsidiary of the Company, has sold 90% of its stake in MBE Cologne Engineering GmbH, a German Manufacturing Unit and a step subsidiary of the Company.
The investment of MBE Singapore, a 100% subsidiary of the Company, in MBE Coal & Mineral Technology GmbH, Cologne, remains intact and this business remains an integral part of MBE Group.
At the Board Meeting of the Company to be held on May 16, 2014, the Board will also consider:
Proposal to raise resources in one or more tranche by way of fresh issue of Equity Shares/ Convertible Debentures/ Equity Share Warrants / Convertible Instrument etc. or any combination thereof to Promoters, Domestic Investors, Institutional Buyers, FIIs, NRIs & Corporate Bodies etc. on FPO/Rights/ Preferential-Private Placement basis or any other suitable mechanism to meet the working capital requirements and other purposes.
As a part of the ongoing consolidation exercise, the Company's 100% subsidiary in Singapore has sold 90% of its holding in its manufacturing subsidiary based in Cologne Germany, at a consideration of Eur 1.5 miln (Rs. 12 cr. approx). This investment has already been written off in the books of the Singapore subsidiary in FY’12-13, hence this transaction shall reflect a profit on of Eur 1.5 miln in the consolidated PL of MBE in FY'14-15. This transaction shall also reduce Eur 3.9 miln (Rs. 31 cr. approx) debt in the consolidated Balance Sheet of MBE in FY'14-15.
A meeting of the Board of Directors of the Company will be held on May 30, 2014, to:
A meeting of the Board of Directors of the Company will be held on Friday, February 14, 2014, at the registered office of the Company 4 Mangoe Lane, Kolkata - 700001, to consider the Unaudited Financial Results, for the Quarter/9 Months ended December 31, 2013, of the Company.
The Company's 100% subsidiary in Singapore, MBE Mineral Technologies Pte Ltd, has sold its entire shareholding of 41.66% in Hayward Tyler Group Plc UK, in a bidding process at AIM counter of London Stock Exchange at a total value of GBP 12.3 million. Commenting on this transaction, the Company’s Executive Chairman, Mr. Deepak Khaitan, mentioned "The stated sale of investment in Hayward Tyler has yielded a tax free profit in its Singapore subsidiary of US$ 2.5 million (approximately), which shall be reflected in the consolidated accounts of MBE for 2013-14. The inflow from the transaction shall reduce the overall borrowing in the consolidated accounts of MBE by approximately Rs. 140 crore and shall also reduce the contingent liability for Corporate Guarantee given for the loans being paid back to the extent of Rs. 130 crores (approximately). MBE shall maintain its relationship with Hayward Tyler Group through its German manufacturing subsidy, MBE Cologne Engineering GmbH, as the supply partner of Hayward Tyler's Luton plant. MBE Board records its appreciation to Hayward Tyler Management for the turnaround of the company and are happy to be a part of it."
Post completion of this transaction, the Company shall put sharper focus on its Indian business, which is expected to record improved performance in 2014-15, with an expected opening order book of over Rs. 6500 cr and expected turnover of around Rs. 2750 crores in 20014-15. MBE's Coal & Mineral Technology Group based in Germany and South Africa, are expected to record improved performance in 2014-15 with an expected opening order book of over Eur 40 million.
A Meeting of the Board of Directors of the Company will be held on Wednesday, November 13, 2013, at 4 Mangoe Lane, Kolkata - 700001, to consider the Unaudited Financial Results for the half year ended September 30, 2013, of the Company.
A meeting of the Board of Directors of the Company will be held on Wednesday, August 14, 2013, at its Registered Office, 4 Mangoe Lane, Kolkata - 700001, to take on record the Unaudited Financial Result for the Quarter ended June 30, 2013, of the Company.
The Allotment Committee of the Board of Directors of the Company has at their meeting held on date, issued Cumulative Non-Convertible Redeemable Preference Shares to the following allottees:
| Name of the Allottee | Amount |
|---|---|
| Mridula Mohata | Rs. 10,000,000 |
| Vyana Ventures Pvt. Ltd. | Rs. 5,000,000 |
A Meeting of the Allotment Committee of the Board of Directors of the Company will be held on June 10, 2013 to consider allotment of Preference Shares of the Company.
The Board of Directors at their meeting held on May 29, 2013, has:
A meeting of the Board of Directors of the Company will be held on May 29, 2013, inter alia, to:
The Allotment Committee of the Board of Directors of the Company has, at its meeting held on date, issued Cumulative Non-Convertible Redeemable Preference Shares to the following allottees -
| Name of the Allottee | Amount |
|---|---|
| Vyana Advisory Private Limited | Rs. 40,00,000 |
A Meeting of the Allotment Committee of the Board of Directors of the Company will be held on March 30, 2013, to consider allotment of Preference Shares of the Company.
The Allotment Committee of the Board of Directors of the Company has, at its meeting held on date, issued Cumulative Non-Convertible Redeemable Preference Shares to the following allottees:
| Name of the Allottee | Amount |
|---|---|
| Tata Capital Financial Services Limited | 40 Crores |
| Brijesh Kumar Biyani | 1 Crore |
| Vyana Advisory Private Limited | 60 Lakhs |
A Meeting of the Allotment Committee of the Board of Directors of the Company will be held on March 06, 2013, to consider allotment of Preference Shares of the Company.
A meeting of the Board of Directors of the Company will be held on Wednesday, February 13, 2013, at its Registered Office, 4 Mangoe Lane, Kolkata - 700001, to consider the Unaudited Financial Results for the Quarter/9 months ended December 31, 2012 of the Company.
The Company, at its meeting held on December 04, 2012, inter alia, has approved the following:
1. Increase in Authorised Share Capital of the Company from Rs. 40 Crores (Rupees Forty Crores Only) divided into 4,00,00,000 (Four Crores) equity shares of Rs. 10/- each to Rs. 160,00,00,000 Crores (Rupees One Hundred and Sixty Crores Only) divided into 4,00,00,000 (Four Crores) equity shares of Rs. 10/- (Rupees Ten Only) each and 1,20,00,000 (One Crore and Twenty Lakhs) Non-Convertible Redeemable Preference Shares of Rs. 100/- (Rupees Hundred Only) each.
2. To alter the Memorandum and Article of Association of the Company in respect of the Capital Clause.
3. Pursuant to Section 81 (1A) and other applicable provisions of the Companies Act, 1956 to create, issue/offer, allot and deliver in one or more tranches on a Private Placement and/or Preferential Basis not exceeding 1,20,00,000, (One Crore and Twenty lakhs) Non- Convertible Redeemable Preference Shares of Rs. 100/- each (Hundred Only) of an aggregate nominal amount not exceeding Rs. 120,00,00,000/- (One Hundred and Twenty Crores Only) to Strategic Investors, Domestic Investors, Institutional Buyers, Mutual Funds, Banks, Insurance Companies, FIls, NRIs & Corporate Bodies etc. subject to necessary provisions and approvals.
4. Approved the draft copy of Notice to be sent to the Shareholders of the Company for their approval pursuant to Section 192A of the Companies Act. 1956 along with the Explanatory Statement, Postal Ballot Form. Calendar of Events and Newspaper Advertisement as placed before the Board.
5. Approved the appointment of Shri. Ajay Kumar Chandak, a Practicing Chartered Accountant, as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.
A Meeting of the Board of Directors of the Company will be held on December 4, 2012, inter alia, to consider subject to requisite approval, issuance of Non-Convertible Redeemable Preference Shares on Preferential Basis/ Private Placement basis to non-promoters.
A Meeting of the Board of Directors of the Company will be held on Friday, November 9, 2012, to consider the Unaudited Financial Result for the Half Year ended September 30, 2012, of the Company.
The Shareholders of the Company, at their Annual General Meeting, held on September 28, 2012, have approved the following:
1. Adopted the Profit & Loss Account for the year ended March 31, 2012 and the Balance Sheet as at that date and the Report of Directors and Auditors thereon.
2. Declared a dividend of 10% i.e. Re. 1 per share.
3. Reappointed Mr. Sudipto Sarkar as a Director of the Company.
4. Reappointed Mr. S R Dasgupta as a Director of the Company.
5. Reappointed Mr. Utsav Parekh as a Director of the Company.
6. Reappointed Mr. A K Barman as a Director of the Company.
7. Reappointed M/s Lovelock and Lewes, Chartered Accountants, as Statutory Auditors of the Company from the conclusion of this meeting until the conclusion of the next Annual General Meeting of the Company at remuneration as may be agreed between the Board of Directors and the said Statutory Auditors of the Company.
The venue of holding the Annual General Meeting of the Company, scheduled on September 28, 2012, at 11 a.m, has been changed to Eastern Zonal Cultural Centre, Purbashree, IB 201, Sector - 3, Salt Lake City, Kolkata - 700106. It's further confirmed that the Register of Members and Share Transfer Books of the Company will remain closed from September 17, 2012 to September 28, 2012, for the purpose and for payment of Dividend, if approved in the said AGM.
A Meeting of the Board of Directors of the Company will be held on Friday, August 10, 2012, to take on record the Unaudited Financial Results for the Quarter ended June 30, 2012, of the Company.
A Meeting of the Board of Directors of the Company will be held on Friday, June 1, 2012, to adopt the Audited Financial Results of the Company for the year ending March 31, 2012 and recommend Dividend, if any.
