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BHUSHAN STEELLIMITED ~II Relations pdf/Notice/Outcome of 2nd... · Central Bank of India 1,495,788...

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BHUSHAN STEEL LIMITED ~II BHUSHAN BSLICS/SE 18 Date: May 18, 2018 Corporate Office: Bhushan Centre, Hyatt Regency Complex, Bhikaji Cama Place, New Delhi -110066 Tel. : 91-11-71194000 Fax: 91-11-46518611 The Manager, Listing Department, BSE Limited, Phiroze Jeejeebhoy Towers Dalal Street, MUMBAI - 400 001 The Manager, Listing Department, National Stock Exchange of India Limited Exchange Plaza, C-1, Block-G, Bandra Kurla Complex, Bandra (E) MUMBAI - 400051 Dear Sir, Sub: Disclosure under regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 relating to continuous disclosure requirements for listed entities, we hereby inform you that, as per the in- principle approvals granted by the BSE Limited and the National Stock Exchange of India Limited, at the meeting of the Board of Directors of the Company held today, May 18, 2018 which was scheduled to commence at 11:00 A.M., but due to unavoidable circumstances, it commenced at 2:00 P.M. and concluded at 2:30 P.M., the following matters have been taken on record by the members of the board of directors of the Company and the same have been approved by the monitoring agency only to the limited extent of discharging the powers of the board of directors of the Company which has been conferred upon it in terms of the order dated May 15, 2018 of the National Company Law Tribunal, Principal Bench, New Delhi: 1. Allotment of 7,24,96,036 equity shares of Rs. 2/- each on a preferential 1 private placement basis to existing lenders of the Company, as per Annexure 1 pursuant to conversion of loan equivalent to Rs. 144,992,072. 2. Allotment of 79,44,28,986 equity shares of Rs. 2/- each on a preferential 1 private placement basis to Bamnipal Steel Limited for an aggregate consideration of Rs. 158,88,57,972. 3. Change in directors, as per details in Annexure 2. This is for your information and records. Thanking you, Yours faithfully, For Bhushan Steel Limited ~ ~[S'Jr!:,,< ;; (--·~S ? .::: , ") 'y (O.P. Davra) C?::;jj!l COMPANY SECRETARY Registered Office: Bhushan Centre, Ground Floor, Hyatt Regency Complex, Bhikaji Cama Place, New Delhi -110066 INDIA Tel. : 91-11-39194000 Fax: 91-11- 26478750 Email: [email protected] Website: www.bhushansteel.com CIN: L74899DL1983PLC014942
Transcript

BHUSHAN STEEL LIMITED ~IIBHUSHAN

BSLICS/SE 18Date: May 18, 2018

Corporate Office:Bhushan Centre, Hyatt Regency Complex,Bhikaji Cama Place, New Delhi -110066

Tel. : 91-11-71194000 Fax: 91-11-46518611

The Manager,Listing Department,BSE Limited,Phiroze Jeejeebhoy TowersDalal Street,MUMBAI - 400 001

The Manager,Listing Department,National Stock Exchange of India LimitedExchange Plaza, C-1, Block-G,Bandra Kurla Complex, Bandra (E)MUMBAI - 400051

Dear Sir,

Sub: Disclosure under regulation 30 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 relating tocontinuous disclosure requirements for listed entities, we hereby inform you that, as per the in-principle approvals granted by the BSE Limited and the National Stock Exchange of India Limited, atthe meeting of the Board of Directors of the Company held today, May 18, 2018 which was scheduledto commence at 11:00 A.M., but due to unavoidable circumstances, it commenced at 2:00 P.M. andconcluded at 2:30 P.M., the following matters have been taken on record by the members of theboard of directors of the Company and the same have been approved by the monitoring agency onlyto the limited extent of discharging the powers of the board of directors of the Company which hasbeen conferred upon it in terms of the order dated May 15, 2018 of the National Company LawTribunal, Principal Bench, New Delhi:

1. Allotment of 7,24,96,036 equity shares of Rs. 2/- each on a preferential 1 private placementbasis to existing lenders of the Company, as per Annexure 1 pursuant to conversion of loanequivalent to Rs. 144,992,072.

2. Allotment of 79,44,28,986 equity shares of Rs. 2/- each on a preferential 1 private placementbasis to Bamnipal Steel Limited for an aggregate consideration of Rs. 158,88,57,972.

3. Change in directors, as per details in Annexure 2.

This is for your information and records.

Thanking you,

Yours faithfully,

For Bhushan Steel Limited

~~[S'Jr!:,,<;; (--·~S? .:::, ")'y

(O.P. Davra) C?::;jj!lCOMPANY SECRETARY

Registered Office: Bhushan Centre, Ground Floor, Hyatt Regency Complex, Bhikaji Cama Place, New Delhi -110066 INDIATel. : 91-11-39194000 Fax: 91-11- 26478750 Email: [email protected] Website: www.bhushansteel.com CIN: L74899DL1983PLC014942

Annexure 1

Sr. No. Name of Financial Creditor No. of equity shares

1. Allahabad Bank 2,473,7702. Andhra Bank 1,136,9843. Axis Bank Limited 2,511,7124. Bank of Baroda 2,071,3455. Bank of India 3,078,3736. Bank of Maharashtra 1,607,7607. The Bank of Tokyo-Mitsubishi UFJ, Ltd. 143,0198. Canara Bank 3,698,3209. Central Bank of India 1,495,78810. Corporation Bank 1,202,56111. Credit Agricole Corporate & Investment Bank 111,58612. DBS Bank Ltd 678,87213. Dena Bank 772,33214. Deutsche Bank AG 298,98415. Office Du Ducroire 14,14716. DZ BankAG 1,522,37517. Export Import Bank of India 741,54918. L&T Finance Limited 146,10019. Phoenix ARC Private Limited 435,56720. ICICI Bank Limited 3,170,96821. IDBI Bank Limited 2,215,47622. IFCI Ltd 579,27723. Indian Bank 1,207,27424. Indian Overseas Bank 271,88825. Asset Care and Reconstruction Enterprise Limited 969,05826. Induslnd Bank Limited 132,33327. Edelweiss Asset Reconstruction Company Limited 1,075,29528. Karur Vysya Bank 246,72729. The Lakshmi Vilas Bank Ltd. 48,31230. LlC Pension Fund Ltd. 13,37431. Life Insurance Corporation of India 2,089,03032. Natixis 403,66433. Bayerische Landesbank , Germany 127,47334. Norddeutsche t.ancesoank Girozentrale 990,54435. Oriental Bank of Commerce 2,041,71236. Punjab & Sind Bank 897,92637. Punjab National Bank 6,350,31938. State Bank of India 16,657,78339. SBI Canada 176,11040. SBI (Mauritius) 481,11041. SICOM Limited 22,95442. Asset Reconstruction Company (India) Limited 194,42543. Standard Chartered Bank 170,95044. STCI Finance Ltd. 119,46945. Syndicate Bank 2,275,05946. Tata Capital Financial Services Ltd. 11,63447. UCO Bank 1,449,00348. Union Bank of India 2,042,29649. United Bank of India 1,006,10250. Vijaya Bank 539,01751. Yes Bank Ltd. 378,330

Total 7,24,96,036.,/;,.~. r::~>

Annexure 2

Name Reason for Date of change Term of Relationshipchange appointment with members

ofthe Board, ifany (in case ofappointment of

director)Ashwani KumarNeeraj Singal DeemedBrij Bhushan resignation

Singal and vacationSahil Goyal pursuant toPrem Kumar implementationAggarwal of the

Rahul Sen Gupta resolution planPradeep Patni approved by May 18, 2018 - -Brij Behari the NationalTandon Company Law

Rakesh Singhal Tribunal,Monica Aggarwal PrincipalAjoy Kumar Deb Bench, New

Vipin Anand Delhi vide itsPankaj Sharma order May 15,Vineet Prakash 2018

JainAnand Sen Appointed as

Rajeev Singhal additional directorDibyendu Dutta Appointment until conclusion of

ensuing annualas additional May 18, 2018 general meeting or

-director due date thereof,

whichever isearlier.

A brief profile of all individuals who have been appointed as directors is appended below:

(a) Mr. Anand Sen

Mr. Anand Sen is a B Tech from liT, Kharagpur and has earned his MBA from 11M,Kolkata.He has also completed an Executive MBA from CEDEP at INSEAD.

Mr. Sen is currently the President TQM & Steel Business in Tata Steel Ltd and is responsiblefor the Steel Business including Marketing & Sales, Technology and for the promotion ofTQM across Tata Steel India. Mr. Sen has worked across Marketing and Sales, Strategy andBusiness Leadership, Operations, Maintenance, Supply Chain and Projects, in his more thanthree decade long career.

Mr. Sen serves on the board of various Tata Steel Group companies including NatSteelHoldings Pvt. Ltd., Tata BlueScope Ltd. The Tinplate Company of India Ltd. He is also on theboard member of Xavier Institute of Management, Bhubaneswar.

(b) Mr. Rajeev Singhal

Mr. Rajeev Singhal is a Mechanical engineer from IT, Banaras Hindu University and hascompleted PGDBM in Marketing from XLRI, Jamshedpur. He joined Tata Steel as a GraduateTrainee in 1985. He has completed CEDEP's General Management Program at, INSEAD,France.

After his initial stint in information technology, he handled Marketing & Sales Function in theTubes Division. He also worked in the International Business Exports and subsequently ChiefSales Manager (North), and Chief M & S - Long Products. He has nearly 20 years'experience in Marketing & Sales. In 2010, he was transferred as Executive-in-Charge FerroAlloys & Minerals. In 2013, he was promoted as Vice President Raw Material. He is adirector on the boards of several Tata Group companies such as Tata Steel Minerals CanadaLimited, TS Alloys Limited, S&T Mining and T M Mining.

(c) Mr. Dibyendu Dutta

Mr. Dibyendu Dutta is the Group Head - M&A and Treasury, Tata Steel Limited. He is aChartered Accountant and Cost Accountant.

He started his career with Tata Steel in 1993 and worked in the Ferro Alloys & MineralsDivision of Tata Steel and Synergy group. He then moved to ICRA in 2000 and thereafter tothe Taj Group of Hotels. At Taj, he worked in the Corporate Finance and M&A as SBUFinance Head and as Project Manager for Oracle implementation in Taj. He moved back toTata Steel in 2009 as Chief of M&A.

He is currently a Director on the Board of Jamshedpur Continuous Annealing & ProcessingCompany Private Limited & Rujuvalika Investments Limited and other companies.


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