3A. Statement showing Details of Preference Shares

9.75% CUMULATIVE REDEEMABLE PREFERENCE SHARES

 Sl. No.

Shareholder

No. of shares

% of holding

1.

M/s TCP Limited

2,94,000

50.00

2.

M/s Mohan Breweries & Distilleries Ltd

2,94,000

50.00

 

 Total

5,88,000

100.00

 


9% CUMULATIVE REDEEMABLE PREFERENCE SHARES

Sl. No.

Shareholder

No. of shares

% of holding

1.

M/s  TCP Limited

13,68,00,125

48.61000%

2.

M/s  Mohan Breweries & Distilleries Ltd

12,20,50,992

43.37000%

3.

M/s  Thirumagal Mills Limited

1,24,46,161

4.42000%

4

M/s  Thiruvalluvar Textiles Pvt Limited

1,00,20,864

3.56000%

5

Mr. V R Venkataachalam

           32,000

0.01140%

6

Mrs. Radha Venkataachalam

           32,000

0.01140%

7

Mr. V Sengutuvan

           32,000

0.01140%

8

Mr. V Rajasekaran

             1,000

0.00036%

9

Mr. D Prasannamoorthy

             1,000

0.00036%

10

Mr. S Varatharajan

             1,000

0.00036%

11.

Mr. M Balaganesh

             1,000

0.00036%

 

 

 28,14,18,142

100.00%

Notes:

  • As on date of the Information Memorandum, there are no outstanding warrants, options or rights to convert debentures, loans or other instruments into Equity Shares.
  • There will be no further issue of capital by the Company whether by way of issue of bonus shares, preferential allotment of shares and by way of a rights issue or in any other manner during the period commencing from the date of sanction of the Scheme by the Hon’ble High Court of Madras till listing of the Equity Shares as per the Scheme.
  • The face value of the Equity Shares is Rs. 10/- and there shall be only one denomination for the Equity Shares, subject to applicable regulations and the Company shall comply with such disclosure and accounting norms specified by SEBI, from time to time.
  • The Company has 9,022 members as on the date of filing the Information Memorandum.
  • As per the Scheme, the initial (i.e. Pre-arrangement) Issued and Paid-up Equity share capital comprising of 50,000 Equity shares of Rs. 10/- each fully paid-up aggregating to Rs. 5 Lakhs shall be converted into 1,00,000 9% Cumulative Redeemable Preference Shares of Rs. 5/- each aggregating to Rs. 5 Lakhs.

V. OBJECTS OF THE SCHEME
Binny Limited (Binny) was formed in the year 1969 by amalgamation of The Buckingham & Carnatic Company Limited, Madras, The Bangalore Woollen, Cotton & Silk Mills Company Limited, Bangalore, Madura Company Private Limited, Cochin, The Ganges Transport & Trading Company Limited, Calcutta, Binny & Company Limited, Madras and Binny’s Engineering Works Limited, Madras. Ever since the amalgamation, Binny has been incurring losses due to obsolete machinery, continuous labour issues, excessive labour force and heavy interest burden. In spite of various difficulties, the present management took over the management of the company in 1987. Binny was declared as a sick unit by the Board for Industrial and Financial Reconstruction (“BIFR”) in 1993.

Binny came out of the purview of the BIFR by the order of the Hon’ble High Court of Madras dated 7th August, 2008.

Binny, at its Board meeting held on 30th October, 2008, approved a detailed business plan for the development of its engineering, properties, textiles, agencies & warehousing businesses. The Board also took note that each business has good potential for growth and profitability and are at a stage where they require focused leadership and management attention. The nature of risk and competition involved in each of these businesses is distinct from others and consequently each of the business is capable of attracting different set of investors, strategic partners, lenders and other stakeholders. There are also differences in the manner in which each of these businesses are required to be managed. In order to enable distinct focus in the specific lines of businesses, attract capital and investors to invest in some of the key businesses and to lend greater focus to the operation of each of its diverse businesses, Binny re-organized and segregated by way of a demerger, its business and undertakings engaged in Development of Properties and its Agencies and Services Undertaking consisting of Trading of textiles & engineering products, Agencies, cold storage plants at Cochin and warehousing.

Binny Mills Limited (Binny Mills) was incorporated on 20th December 2007 with an initial authorized capital of Rs. 10,00,000/- consisting of 1,00,000 equity shares of Rs. 10/- each and paid up equity share capital of Rs.5,00,000/-, which was entirely contributed by the promoter group of Mr. V R Venkataachalam.

The Agencies and Services Undertaking of Binny Limited was demerged to the Company by the Scheme under Sections 391 to 394 of the Act. The Equity Shareholders of the company and the Equity shareholders of Binny Limited approved the Scheme at their respective meeting. The Hon’ble High Court of Madras approved the Scheme vide its order dated 22nd April, 2010.

The public shareholders of Binny Limited, apart from continuing as shareholders of Binny would also become the shareholders of the Company and are now the Equity Shareholders.

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