MITCON/Secretarial/2022-23/24 | Friday, 14th October, 2022 |
To,
Listing Department,
National Stock Exchange of India Limited,
Exchange Plaza, Bandra Kurla Complex,
Bandra (East), Mumbai - 400 051
Re: Intimation to the stock exchange under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015
This is to inform you that the Board of Directors of the Company at its Meeting held on 14th October, 2022 had approved induction of Joint Venture Partner in Mitcon Nature Based Solutions Pvt Ltd (Investee Company), and in this regard, authorised execution of Share Subscription and Shareholders Agreement, for facilitating further investment by the Company and Joint Venture Partners.
Part of the Investment proposed to be made by the Company in Investee Company, would be used by the Investee Company for acquiring 100% equity stake in Mahogany Vishwa Agro Private Limited (Target Company)
The disclosures pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Para A of Part A of Schedule III of the aforesaid regulations are mentioned in below table:
- Induction of Joint Venture Partner and further investment in Investee Company:
1. | Name of the target entity, details in | M/s MITCON Nature Based Solutions Limited, a wholly owned subsidiary | |||
brief such as size, turnover etc.; | ('Investee Company) incorporated on September 15, 2022 | ||||
Turnover - N.A. | |||||
2. | Whether the acquisition would fall | The proposed investment in the Investee entity by the Company would be a related | |||
within related party transaction(s) and | party transaction between the Company and its subsidiary. | ||||
whether | the promoter/ | promoter | No interest of any Promoter / Promoter group entity | ||
group/ group companies have any | |||||
interest in the entity being acquired? If | |||||
yes, nature of interest and details | |||||
thereof and whether the same is done | |||||
at "arm's length"; | |||||
3. | Industry to which the entity being | Agro and allied forestry | |||
acquired belongs; | |||||
4. | Objects and effects of acquisition | As per Share Subscription and Shareholder Agreement proposed to be executed, Mr. | |||
(including but not limited to, | Bhagatsing Manohar Shelke, Ms. Sonali Bhagatsing Shelke and Mr. Ganesh Madhav | ||||
disclosure of reasons for acquisition of | Haral, would be introduced as 50% Joint Venture Partners in Investee Company. | ||||
target entity, if its business is outside | The Company shall make further investment of up to Rs. 10 Crores in Convertible | ||||
the main line of business of the listed | |||||
entity); | Securities of the Investee Company in tranches. | ||||
5. | Brief details of any governmental or | None | |||
regulatory approvals required for the | |||||
acquisition; | |||||
6. | Indicative time period for completion | Within 10 business days, subject to completion of closing conditions. | |||
of the acquisition; | |||||
7. | Nature of consideration - whether | Cash | |||
cash consideration or share swap and | |||||
details of the same; | |||||
8. | Cost of acquisition or the price at | NA | |||
which the shares are acquired; | |||||
9. | Percentage of shareholding / control | Introduction of Joint venture partner and further investments by both parties, shall | |||
acquired and / or number of shares | result in the Company and JV Partners holding 50% equity stake each in the Investee | ||||
acquired; | Company. | ||||
10. | Brief background about the entity | The Investee Company was incorporated on September 15, 2022 with a view to | |||
acquired in terms of products/line of | engage in the field of education of the impact of greenhouse gases and providing | ||||
business | acquired, | date | of | offsets to emissions through Nature Based Solutions in the areas of forestry, | |
incorporation, history of last 3 years | agriculture including agro forestry and horticulture, grasslands, wetlands, blue | ||||
turnover, country in which the | Carbon, peat lands etc. | ||||
acquired entity has presence and any | Since the Investee company was incorporated on September 15, 2022, the details of | ||||
other significant information | (in | ||||
brief); | past turnover etc. are Nil. | ||||
- Acquisition of 100% Equity Stake by Investee entity in Target entity:
1 | Name of the target entity, details in | Mahogany Vishwa Agro Private Limited (Target Entity). Brief financial details of | |||
brief such as size, turnover etc.; | Target entity: | ||||
For financial details, refer point no. 10 | |||||
2. | Whether the acquisition would fall | No | |||
within related party transaction(s) and | |||||
whether | the promoter/ | promoter | |||
group/ group companies have any | |||||
interest in the entity being acquired? If | |||||
yes, nature of interest and details | |||||
thereof and whether the same is done | |||||
at "arm's length"; | |||||
3 | Industry to which the entity being | Agro and allied forestry | |||
acquired belongs; | |||||
4 | Objects and effects of acquisition | MITCON Nature Based Solution Pvt Ltd shall acquire 100% equity stakes held by | |||
(including but not limited to, | Mr. Bhagatsing Manohar Shelke, Ms. Sonali Bhagatsing Shelke and Mr. Ganesh | ||||
disclosure of reasons for acquisition of | Madhav Haral at an aggregate consideration of Rs. 2 Crores. | ||||
target entity, if its business is outside | The Target Company is engaged in the business of Green chemistry, Agro-forestry, | ||||
the main line of business of the listed | |||||
entity); | Agro-products and other allied forestry. Providing E2E i.e. concept to | ||||
commissioning sustainable, environmental friendly solutions which will include Pre- | |||||
investment consulting services, Basic & detailed Engineering Services, Project | |||||
management consulting services, Technical audits, and EPCM / EPC solutions. The | |||||
proposed acquisition shall enable Investee Company to promotes sustainability and | |||||
acquiring stake in the Investee entity will not only provide platform for diversified | |||||
business activity but also it is aligned to the object of the company thereby working | |||||
for the protection of the environment and leaving the same for the upcoming | |||||
generations too. | |||||
5 | Brief details of any governmental or | None | |||
regulatory approvals required for the | |||||
acquisition; | |||||
6 | Indicative time period for completion | Within 10 business days, subject to completion of closing conditions. | |||
of the acquisition; | |||||
7 | Nature of consideration - whether | Cash | |||
cash consideration or share swap and | |||||
details of the same; | |||||
9 | Percentage of shareholding / control | 100% | |||
acquired and / or number of shares | |||||
acquired; | |||||
10 | Brief background about the entity | The Target Company was established on 25th January, 2019. | |||
acquired in terms of products/line of | The Target Company is engaged in the business of Green chemistry, Agro-forestry, | ||||
business | acquired, | date | of | Agro-products and other allied forestry. Providing E2E i.e. concept to | |
incorporation, history of last 3 years | commissioning sustainable, environmental friendly solutions which will include Pre- | ||||
turnover, country in which the | investment consulting services, Basic & detailed Engineering Services, Project | ||||
acquired entity has presence and any | management consulting services, Technical audits, and EPCM / EPC solutions. | ||||
other significant information | (in | ||||
brief); | Last 3 years' turnover: | ||||
2021-22: Rs. 563.92 lacs | |||||
2020-21: Rs. 224.21 lacs | |||||
2019-20: Rs. NIL | |||||
The Target Company has presence in India only. | |||||
For MITCON Consultancy & Engineering Services Limited
ANKITA AGARWAL
Digitally signed by ANKITA AGARWAL DN: c=IN, o=Personal, pseudonym=133053819996955572Y8L5PGaDbueSfB, 2.5.4.20=b402e5a6b404939fcb3d68f61cb575f6bf6b3e8fad8 f25d46993b0c5184b7704, postalCode=700028, st=West Bengal, serialNumber=08781d62a0271a8c8f8d0e209a04d5cc6f318 68515bd69e0445cf5ebe49d4061, cn=ANKITA AGARWAL Date: 2022.10.14 19:18:15 +05'30'
Ms. Ankita Agarwal Company Secretary
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MITCON Consultancy & Engineering Services Ltd. published this content on 14 October 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 October 2022 14:02:00 UTC.