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. 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..
2. FMML is a wholly owned subsidiary of PRIL and has been incorporated to carry on the business of managing and maintaining malls, and to operate as a contractor, building, land and estate agent, and a land developer. FMML also proposes to commence activities in the Project Management. FMML is also proposing to change its main object clause to enable it to carry on the proposed additional activities.
3. FML is subsidiary of Future Mall Management Limited. The Company proposes to commence its activities in the business of taking of bulk leasing of mall and shopping properties and do sub-leasing to the various retailers and mall operators. FML also proposes to commence business in Food Services as defined hereafter. FML is also proposing to change its main object clause to enable it to carry on the proposed activities.
4. The Scheme proposes to demerge Mall Management Undertaking & Project Management Undertaking of PRIL into FMML and demerge the Mall Asset Management Undertaking & Food Services Undertaking of PRIL into FML thereby unlocking the shareholders value and at the same time enable growth of these undertakings as separate businesses and enabling PRIL to continue its pure retail play.
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.
ii. The Transferor Company No. 1 and Transferee Company are under same Promoter Group. Thus, the amalgamation of the two companies operating in similar sectors with strengths in different geographies will ensure focused management in a single combined entity thereby resulting in efficiency of management and maximising overall shareholder value.
iii. The Transferor Company No. 2 has plan to enter new business and to develop and complete real estate project. It is exploring further opportunities in the real estate sector and has in the meantime deployed its funds in investment in securities of the Transferor Company No. 1. The Transferor Company No. 1 is also inter alia engaged in the business of real estate. The Transferor Company 2 holds significant portion (17.62%) of the equity share capital of the Transferor Company No. 1. The amalgamation into the Transferee Company of the Transferor Company No. 1 and the Transferor Company No. 2 will lead to consolidation of the real estate business.
iv. Transferor Company No. 3 is forming part of the Promoter and Promoter Group of Transferee Company. Amalgamation of Transferor Company No. 3 with the Transferee Company would result in clarifying and making transparent the shareholding of the Transferee Company. Other Transferor Companies No. 4 and 5 are also holding shareholding of Transferee Company. The proposed amalgamation of Transferor Companies No. 4 and 5 will also bring in advantages of clarifying and making transparent shareholding of the Transferee Company.
v. The amalgamation will bring in advantages of synergy in operations and economies of scale. The pooling of resources of companies will create strong financial structure and facilitate resource mobilisation and achieve better cash flows. The combined net worth in a single entity shall facilitate in attracting funds from strategic investors and/or financial institutions at competitive rates. Thus, the synergies created by the merger will increase the operational efficiency and integrate business functions of the amalgama...
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
1. The First Transferor Company shall be able to represent its true and fair financial position; and
2. This Scheme would not have any impact on the shareholding pattern of the First Transferor Company, since it is a wholly-owned subsidiary of Transferee Company.
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:
i) Consolidation and simplification of the Group Structure;
ii) Elimination of multiple companies in the Group;
iii) Reducing operating and compliance cost;
iv) Achieving operational and management efficiency; and
v) 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. In view of the aforesaid, the Board of Directors of all the Companies have considered and proposed the Scheme of Amalgamation and Arrangement under the provisions of Section 391 to 394 read with Sections 100 to 103 and other relevant provisions of the Companies Act, 1956.
RATIONALE FOR THE SCHEME. 1. The Company has suffered substantial losses during the past few years.
2. The Company sold its steel business undertaking during the financial year 2019-20 and deleveraged its balance sheet substantially.
3. The Company has generated profits in the financial years ended 31 March 2020 and 31 March 2021.
4. As per the audited financial statements of the Company on 31 March 2021, the Company continues to carry a negative balance of retained earnings, while it has unutilized balances lying under various reserves.
5. Despite consistent profitability, the financial statements of the Company are not reflective of its true current financial health and therefore, it is necessary to reduce and reorganize the capital of the Company.
6. The proposed reduction and reorganization of capital is in the interest of the Company and its shareholders, creditors and all concerned.
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:
a) The Transferor Companies and the Transferee Company are part of the Expleo Group. Expleo Technology Germany, GmbH holds 56.17% the shares of the Transferee Company. The business of the Transferor Companies is synergistic to the business of the Transferee Company. Upon the Scheme coming into effect, the synergistic benefits arising from the amalgamation of the Transferor Companies into the Transferee Company would result in even more effective business strategy for the Transferee Company and shall result in greater efficiency, integration of technologies and cost effectiveness in the functioning and operation of the Transferee Company. Further, the Scheme will result in the entire business of the Transferor Companies being transferred to the Transferee Company, thereby resulting in the shareholders of the Transferor Companies and the Transferee Company having participation in, and deriving benefits from, the growth and prospects of the combined business operations of the Transferor Companies and the Transferee Company.
b) The Scheme will make available assets, financial, managerial and technical resources, personnel, capabilities, skills, expertise and technologies of the Transferor Companies to the Transferee Company leading tosynergistic benefits, enhancement of future business potential, cost reduction and enhance efficiencies, productivity gains and logistical advantages, thereby contributing to future growth and enhancement of shareholder value.
c) The Scheme will result in economies of scale and consolidation of opportunities offered by the Scheme, which will contribute to make the Transferee Company, pursuant to the sanctioning of the Scheme, more profitable, thereby further enhancing the overall shareholder value.
d) The amalgamation would motivate employees of the Transferor Companies by providing better opportunities to scale up their performance with a larger corporate entity having large revenue base, resources, asset base etc. which will boost employee morale and provide better corporate performance ultimately enhancing shareholder value. In view of the aforesaid, the Board of Directors of the Transfero...
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.
2. Steady growth in sales volume, balanced capital expenditure for continuing operations has helped the Company achieve a strong track record of generating cash flows. With healthy business practices in place, the Company expects that it will continue its growth trajectory and its business operations will keep generating incremental cash flow over the coming years.
3. The Company is of the view that the funds represented by the General Reserves are in excess of the Company's anticipated operational and business needs in the
RATIONALE FOR THE SCHEME. 2.1. Part II of the Scheme of Arrangement would facilitate as under:
(a) EFL owns 100% of the equity share capital in ATPL and EFFSL and all the companies are part of Shapoorji Pallonji Group (“SP Group”).
(b) ATPL is engaged in business complementary to the business of EFL and Merger of ATPL into EFL would benefit EFL in expansion of water purifier business with reduction in administrative costs in addition to consolidation and simplification of group structure. Currently, no business operations are carried out in EFFSL and accordingly, Merger of EFFSL into EFL would benefit simplification and consolidation of group structure and facilitate management in achieving administrative efficiency at SP Group level.
2.2. Part III and Part IV of the Scheme would facilitate as under:
(a) FCL and EFL are companies belonging to the SP Group. FCL owns 100% share capital of EFL, and EFL in turn holds 100% of the share capital of ATPL, EFFSL and FESL.
(b) Both FCL and EFL, are also operating companies engaged into varied businesses. The nature of risk, competition, challenges, opportunities and business methods for the business carried on by EFL is separate and distinct from the business carried on by FCL. The business carried on by FCL and EFL are capable of attracting separate set of investors, strategic partners, lenders and other stakeholders. There is also a difference in the manner in which the business of FCL and EFL are required to be handled and managed. In order to lend greater / enhanced focus to the operations of the business of EFL, it is proposed to re‐organize / restructure the group structure via this Scheme.
2.3. The proposed restructuring pursuant to this Scheme is expected, inter‐alia, to result in the following benefits:
i. Consolidation and simplification of group structure and reduction of administrative costs by Merger of ATPL and EFFSL into EFL and EFL into FCL;
ii. Segregation of business of EFL into FESL in the manner provided in this Scheme;
iii. Unlock the value for the shareholders of FCL by listing of the shares of FESL;
iv. Allowing managements of the each of FCL and FESL/EFL to pursue independent growth strategies;
v. Allow in creating the ability to achieve valuation based on respective risk‐return profile and cash flows, attracting the right investors and thus enhancing flexibility in accessing capital;
vi. Provide scope of separate companies for independent collaboration and expansion. The Scheme is in the interest of the shareholders,...
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.
(b) The Demerged Company is primarily engaged in manufacturing, marketing and selling of hosiery items. The Demerged Company is also an authorized licensee with rights for whole of India with respect to innerwear (briefs, trunks, knit thermals, etc.) and outwear (t-shirts, knit pants, vests, leggings, etc.) for premium brands French Connection UK (‘FCUK’)' and Fruit of the Loom (‘FOTL’). In one of its undertaking, Oban develops, manufactures, markets and sells innerwear and related products with the brand name “FCUK” in India as well as manufactures, distributes, advertises and sells innerwear, and outerwear products for men, boys, women, girls and toddler in India under their brand name and xxxx, “FOTL”. The other undertaking of the Demerged Company is inter alia engaged in the trading of semi-finished hosiery items, etc. The Demerged Company is currently a wholly owned subsidiary of the Resulting Company.
(c) The management of the companies have examined the relative business strengths and the potential commercial and other synergies of the consolidation and proposed to consolidate their Demerged Undertaking under a single entity. Accordingly, it is being proposed to transfer the Demerged Undertaking of the Demerged Company to the Resulting Company.
(d) The proposed demerger of the Demerged Undertaking would help in:
(i) Utilizing the current market presence and customer base of the Resulting Company which will lead to the presence of the Demerged Undertaking across various market segments leading to higher growth/ top line for the Resulting Company
(ii) Would enable consolidation of similar premium businesses and carry on the same more efficiently and effectively
(iii) Under a liberalized, fast changing and highly competitive environment, the demerger shall strengthen the business of the Demerged Undertaking and of the Resulting Company, by pooling up resources for common purpose;
(iv) Will rationalize the management structure, reduce overhead costs and ultimately lead to streamlining the operations structure of the Demerged Undertaking
(v) The demerger will enable the future business activit...
