Scan Steels approves preferential issue of 20.4 lakh OCRPS on April 14, 2025

NOOR MOHMMED

    14/Apr/2025

  • Scan Steels will issue 20,42,133 Optionally Convertible Redeemable Preference Shares (OCRPS) via preferential allotment to existing NCRPS holders following revised terms.

  • The Board approved a postal ballot process with e-voting between April 15 and May 14, 2025, appointing CDSL for voting and CS Abhijeet Jain as the scrutinizer.

  • The new OCRPS will replace 28,31,139 Non-Convertible Redeemable Preference Shares (NCRPS) held by investors including Bayanwala Brothers, Gopikar Supply, and Ascon Merchandise.

Mumbai, April 14, 2025 — In a significant strategic move, Scan Steels Limited has announced the issuance of 20,42,133 Optionally Convertible Redeemable Preference Shares (OCRPS) through preferential allotment. The decision was approved at the company’s Board of Directors meeting held on April 14, 2025.

This corporate action reflects the company’s efforts to realign its capital structure by modifying existing Non-Convertible Redeemable Preference Shares (NCRPS) and converting them into convertible securities to provide better long-term flexibility for the company and investors.


Key Details of the Board Meeting Outcome

As disclosed to the BSE (Code: 511672) under Regulation 30 of SEBI (LODR) Regulations, 2015, the following major decisions were made:

  1. Approval of Valuation Report:
    The Board considered and approved the valuation report provided by a registered valuer in relation to the proposed issuance of OCRPS.

  2. Issuance of OCRPS:
    The company will issue and allot 20,42,133 OCRPS of face value ₹10 each via private placement. These are being offered in lieu of 28,31,139 NCRPS, following a change in their terms that now permit conversion.

  3. Investors Receiving the OCRPS:
    The OCRPS will be allotted to the following existing NCRPS holders:

    • Bayanwala Brothers Pvt. Ltd.

    • Gopikar Supply Pvt. Ltd.

    • Ascon Merchandise Pvt. Ltd.


Postal Ballot & E-Voting Process

To ensure shareholder participation and regulatory compliance, the Board has also:

  • Approved the notice of postal ballot including remote e-voting details.

  • Scheduled the cut-off date as Friday, April 11, 2025, to determine shareholder eligibility for e-voting.

  • Announced that e-voting will be open from Tuesday, April 15 to Thursday, May 14, 2025.

  • Appointed CS Abhijeet Jain (FCS 4975, CP 3426) of A J & Associates, Kolkata, as the Scrutinizer for the voting process.

  • Engaged Central Depository Services (India) Limited (CDSL) to facilitate e-voting.

All relevant details will be made available on the company’s official website at www.scansteels.com and will also be uploaded to the stock exchanges.


Strategic Rationale

The move to convert NCRPS into OCRPS suggests a strategic capital restructuring initiative aimed at:

  • Reducing the company’s reliance on non-convertible debt instruments.

  • Offering investors the option to convert into equity at a future date.

  • Aligning company financing with long-term growth objectives.

It also reflects the company’s intent to simplify its capital structure while maintaining flexibility for future equity participation.


Meeting Timings and Compliance

The board meeting commenced at 11:30 AM and concluded at 1:30 PM on Monday, April 14, 2025.

The entire process is being carried out in strict accordance with:

  • Section 108 of the Companies Act, 2013

  • Rule 20 of the Companies (Management and Administration) Rules, 2014

  • Regulation 44 of the SEBI LODR Regulations, 2015

This action also complies with SEBI Circular SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 concerning disclosure requirements for issuance of securities.


Official Confirmation from the Scrutinizer

A consent letter dated April 12, 2025, from CS Abhijeet Jain, confirms his willingness to act as Scrutinizer for the postal ballot. His firm, A J & Associates, will ensure that the voting process is conducted fairly and transparently.


About Scan Steels Limited

Scan Steels Ltd., headquartered in Bhubaneswar, with a registered office in Mumbai, operates in the steel manufacturing sector, dealing in high-quality TMT bars, billets, and value-added steel products. The company has a track record of strengthening its capital base and enhancing shareholder value through strategic financial decisions.


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