RATIONALE FOR THE SCHEME. (a) The Resulting Company is engaged in the manufacturing, marketing, selling and distribution of men’s and women’s innerwear, thermal wear and fashion wear products, across economy, mid-premium, premium and super-premium categories. Resulting Company operates through its manufacturing facilities in the state of West Bengal, Tamil Nadu, Karnataka and Uttar Pradesh.
RATIONALE FOR THE SCHEME. 1. Over the years, the Company has built up significant reserves through transfer of profits to the reserves in accordance with provisions of the erstwhile Companies Act, 1956 and erstwhile rules notified thereunder, namely, the Companies (Transfer of Profits to Reserves) Rules, 1975.
RATIONALE FOR THE SCHEME. 1. PRIL is one of India’s leading retailers that together with its subsidiaries and associate companies operate multiple retail formats in both the value and life style segments of the Indian consumer market. PRIL along with it’s subsidiaries/associate companies operate over 00 Xxxxxxx Xxxxxx Feet of retail space, has over 730 stores across 71 cities in India and employs over 30,000 people. PRIL’s leading formats along with it’s subsidiaries include Pantaloons, Central, Brand Factory, Big Bazaar, Food Bazaar, Blue Sky, aLL, Health Village, Ethnicity and Star & Sitara..
RATIONALE FOR THE SCHEME. 1. The Company has suffered substantial losses during the past few years.
RATIONALE FOR THE SCHEME. 2.1. Part II of the Scheme of Arrangement would facilitate as under:
RATIONALE FOR THE SCHEME. All the Companies are part of the Welspun Group (“the Group”). The Scheme of Amalgamation and Arrangement between Transferor Companies and Transferee Company would inter alia have the following synergies for the group:
RATIONALE FOR THE SCHEME. The Composite Scheme of Arrangement would help in reorganization of reserves and reduction of Equity Share Capital of the First Transferor Company and consolidating and effectively managing the business of the Companies in a single entity, which will provide several benefits including synergy, economies of scale, attain efficiencies, cost competitiveness, etc. Various benefits arising pursuant to the Scheme are enlisted below: Benefits in respect of reorganization of reserves and reduction of equity capital of the First Transferor Company
RATIONALE FOR THE SCHEME. The circumstances that have necessitated or justified the proposed Scheme and its main benefits are inter alia, summarized as under: • Integration of operations; • Simplification the group structures; • Elimination of multiple entities within the group; • Rationalisation of administrative, operative and financial costs; • Avail synergies arising out of consolidation of business such as, enhancement of net worth of the combined business to capitalise on future growth potential, optimal utilisation of resources and better administration and cost reduction; and • Efficient management control and system.
RATIONALE FOR THE SCHEME. To consolidate all the Indian businesses of Group in a Single Listed entity to enhance business focus, improve synergies and focus on long term value creation, and to simplify the Corporate Structure. The amalgamation of the Transferor Companies (as defined hereinafter) with the Transferee Company would inter alia have the following benefits:
RATIONALE FOR THE SCHEME i. The Transferee Company is a pioneer in the Steel and Power sector and is able to attract the best talents available in the industry. The Transferee Company is having its footprints spanning across Gujarat, Maharashtra and Rajasthan. In the same way, The Transferor Company 1 is a pioneer in the Steel, Power and Agro sector and has its presence in and is having its footprints spanning across Uttar Pradesh, Bihar, Jharkhand and Delhi NCR.
