Trescon Ltd

Trescon Limited (Formerly Pushpanjali Floriculture Limited) is a public limited company incorporated in the year September 20, 1995. The company is engaged in providing services in the areas of Information Technology and allied operations on its own or joint ventures with others.During the year 2019, Dinesh Ravilal Patel (Acquirer 1), Kishor Ravilal Patel (Acquirer 2), Sanjay Navin Mehta (Acquirer 3) and Vilas Pralhadrao Kharche (Acquirer 4) along with Nayana Ravilal Patel, Ranjan Dinesh Patel, Hemlata Manish Patel, Trupti Mitul Patel, Viraj Dinesh Patel, Ravilal Shivgan Patel HUF, Krupa Manish Patel (hereinafter referred to as PACs of Acquirer1), Kishor Ravilal Patel HUF, Rajesh Ravilal Patel, Ravilal Keshra Patel, Hiralal Keshra Patel, Ratilal Keshra Patel and Harilal Keshra Patel (hereinafter referred to as PACs of Acquirer. 2) Nemish Sanjay Mehta (hereinafter referred to as PACs of Acquirer. 3) Rohit Vilas Kharche (hereinafter referred to as PACs of Acquirer 4) (PACs of Acquirer 1,2,3 and 4 hereinafter collectively referred as Persons acting in concert PACs) had announced a voluntary Open offer to the Shareholders of Trescon Limited pursuant to Regulation 3(1) and 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto to acquire 1,88,46,516 equity shares, representing 26% of the total paidup Share capital of the Company at a price of Rs 14/ per share. The offers was made by acquirers along with PACs, the tender period under the offer was from Monday, December 10, 2018 to Friday, December 21, 2018. The Acquirers received NIL shares during the open offer period from the existing shareholders of the Company. During the year 2019, there was an increase in the paid up equity capital of Company on account of preferential allotment of 3,93,07,300 Equity Shares as approved by the Members of the Company in the Extra Ordinary General Meeting of the Company held on 24th October 2018. The Company issued 2,01,80,000 convertible warrants at an issue price of Rs. 14/ per warrant convertible into an equivalent number of Equity Shares having a face value of Rs. 10/ each to promoter Group and Nonpromoters as approved by members of the Company in the Extraordinary General Meeting (EGM) held on 24th October, 2018. The Company has received subscription money of Rs. 3.50/ per warrant on 2,01,80,000 warrants issued to Promoter Group and Nonpromoters, which are convertible into 2,01,80,000, Equity Shares upon payment of balance amount of Rs.10.50 per warrant within 18 months from date of issue. The Company has converted 9569185 warrants in to 9569185 Equity Shares of Rs. 10 each on 30th March 2019 on account of receiving full consideration from respective allottees.The Board of Directors at their Board Meeting held on 29th May 2018 considered a proposal for diversification into areas, which would be more profitable for company as a part of diversification plans. The Board of Directors thought it prudent to engage in the trading business of all kinds of goods. For this purpose the main object clause of the company which was restricted only its scope of floricultural activities was required to be so made out to cover a wide range of trading activities to enable the company to consider embarking upon new trading activities and accordingly the main object was changed. However, the Board of Directors on 21st September, 2018 approved transfer of 6,62,600 Equity Shares from Jayshree Kuray (Erstwhile Promoter of the company) to Dinesh Patel, Vilas Kharche, Kishor Patel and Sanjay Mehta (hereinafter referred to as Acquirers) pursuant to Share Purchase Agreement and issued and allotted 3,20,06,350 Equity Shares and 1,00,00,000 Warrants on preferential allotment basis to the Acquirers along with person acting in concert (PACs) pursuant to which the Open Offer was made for 26% of the post preferential issue capital of the Company. As the said Acquirers and PACs are engaged in the field of construction and infrastructure projects, the object clause of the Company is changed to reflect the true business interest of the acquirer and person acting in concert and accordingly the main object of the company was changed. Similarly, the name of the company was changed as the old name was not in line / sync with new revised objectives of the company. Hence in order to ensure that the name of the company adequately reflects business being carried on by the Company, the members at their meeting held on 10th October, 2018 changed the name of the company from Pushpanjali Floriculture Limited to Trescon Limited effective from 27th November, 2018. During the year under review, the registered office of the Company has been shifted from A26, 4th Floor, Ajanta Commercial Center, Nr. Income Tax Circle, Opp. Kalupur Bank, Ashram Rd, Ahmedabad380014, Gujarat to Unit No. 304, 3rd Floor, Neelkanth Corporate Park, Kirol Village, Vidyavihar (West), Mumbai 400 086 effective from 8th March, 2019.