| Atul Ltd has informed BSE regarding Outcome of Board Meeting held on December 05, 2014.
Atul Ltd has informed BSE that:
1. Amal Ltd is an Associate company of Atul Ltd. Atul Ltd and its wholly-owned subsidiary company, Atul Trading Corporation Ltd (formerly Ameer Trading Corporation Ltd) are promoters of Amal Ltd and hold 36.74% paid-up capital of Amal Ltd. Further, the promoters of Atul Ltd hold 15.34% of the paid-up equity capital of Amal Ltd.
2. Amal Ltd is a sick company and registered with the Board for Industrial and Financial Reconstruction (the BIFR) for revival. Amal Ltd does not have any secured creditors other than Atul Ltd. Amal Ltd mainly manufactures Sulphuric acid and downstream products. The BIFR directed for submitting Draft scheme of merger of Amal Ltd with Atul Ltd.
3. Accordingly, the Board of Directors of the Company in the meeting held on December 05, 2014 based on the recommendation of the Audit Committee, approved the Draft scheme of merger of Amal Ltd with Atul Ltd for submission to the BIFR.
4. The salient features of the merger are as under:
a) The entire undertaking of Amal Ltd together with all assets and liabilities will be transferred to Atul Ltd as a going concern.
b) The unabsorbed depreciation of Rs. 28.21 crore and carried forward loss of Rs. 15.93 crore of Amal Ltd will be deemed to be the allowance for unabsorbed depreciation and loss respectively of Atul Ltd for tax purpose for the financial year 2014-15.
c) Valuation was carried out by Deloitte Haskins & Sells, Chartered Accountants, which has recommended for exchange ratio of shares-fifty fully paid up equity shares (of face value Rs. 10 each) held in Amal Ltd will be entitled to one fully paid up equity share (of face value Rs. 10 each) of Atul Ltd. With this exchange ratio, the paid-up equity share capital of Atul Ltd will increase from Rs. 29.68 crore to Rs. 29.81 crore and the holding of promoters of Atul Ltd in the merged entity (Atul Ltd) will go down from 50.66 % to 50.63%.
d) Fairness opinion has been given by SBI Capital Markets Ltd.
e) Subject to all requisite approvals, the merger will be effective from April 01, 2014
f) Currently 80% of the products of Amal Ltd are being purchased by Atul Ltd. Thus the merger will give benefit of synergy between both the companies
g) Upon the scheme coming into effect, Amal Ltd will be dissolved without being wound up.
Outcome of the Board Meeting
(As Per BSE Announcement Dated on 24.03.2017) | | Powered by Capital Market - Live News |
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