MPF Systems: Outcome of Board Meeting

Mather and Platt Fire Systems Ltd has informed BSE that the Board of Directors of the Company at its meeting held on August 11, 2014, inter alia, has:

1. Taken on record the transfer of 18,87,697 equity shares held by Wilo Se, promoters of the Company (?Seller?), representing 55.48% of the issued, subscribed and paid-up equity share capital of the Company, to Royal Nirman Private Limited (?Acquirer?) pursuant to Share Purchase Agreement dated July 01, 2014 (?Agreement?) resulting in change of control in the Company.

Seller forms part of the promoter / promoter group of the Company, as evidenced in the shareholding pattern filing made by the Company in terms of Clause 35 of the equity listing agreement, during the last quarter.

Pursuant to the aforementioned sale of shares and open offer for the acquisition of the shares held by the public shareholders of the Company in accordance with the SEBI Takeover Regulations, the Acquirer will hold a majority and controlling stake in the Company, with all rights to appoint majority of directors, control the management and policy decisions of the Company and other rights as available under applicable law and the Acquirer will be in charge of the decision making and day-to-day operations of the Company. Post the aforementioned transfer of shares, the Seller, being the promoters of the Company, would not be holding any shares in the Company.

Pursuant to this cessation of control, the Seller is being declassified as promoters? of the Company under applicable law including the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, the equity listing agreement and the SEBI Takeover Regulations.

The shareholding pattern to be filed by the Company at the end of this quarter in terms of Clause 35 of the Listing Agreement would reflect the revised promoter / promoter group.

2. Appointed the following persons as the Director of the Company with effect from August 11, 2014:

i. Mr. Bijay Kumar Dokania,
ii. Mr. Shailendra Kumar Patni (Independent Director), and
iii. Mr. Mukesh Kumar Saraswat (Independent Director).

3. Accepted resignation of the following Directors of the Company with effect from conclusion of the board meeting on August 11, 2014:

i. Mr. Kiran Malhotra,
ii. Mr. Bomi Firoz Daruwala,
iii. Mr. Hemant Chintamani Watve, and
iv. Mr. Markus Beukenberg.

4. Accepted resignation of Mr. Milind Khadilkar, Chief Financial Officer of the Company with effect from close of business on August 11, 2014.

5. Accepted resignation of Mr. Vasudev Savalgi, Company Secretary of the Company with effect from with effect from close of business on August 11, 2014.

6. Reconstituted the Audit Committee, with immediate effect, with the following members:

i. Mr. Shailendra Kumar Patni (Independent Director),
ii. Mr. Mukesh Kumar Saraswat (Independent Director), and
iii. Mr. Bijay Kumar Dokania.

7. Reconstituted the Shareholder and Investor Grievance Committee, with immediate effect, with the following members:

i. Mr. Shailendra Kumar Patni (Independent Director),
ii. Mr. Mukesh Kumar Saraswat (Independent Director), and
iii. Mr. Bijay Kumar Dokania.