Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Jindal Poly Films Ltd. M&A Activity 2022

Dec 21, 2022

60548_rns_2022-12-21_63ef8830-be52-4ecf-ac40-6f255485c374.pdf

M&A Activity

Open in viewer

Opens in your device viewer

==> picture [139 x 32] intentionally omitted <==

==> picture [57 x 22] intentionally omitted <==

==> picture [63 x 20] intentionally omitted <==

==> picture [39 x 20] intentionally omitted <==

==> picture [96 x 76] intentionally omitted <==

Date: 21.12.2022

The Manager, Listing The Manager Listing National Stock Exchange of India BSE Limited. Phiroze Jeejeebhoy Ltd. Exchange Plaza, Towers, Dalal Street, Bandra-Kurla Complex, Bandra (E) FortMUMBAI -400 001 MUMBAI -400 051 Scrip Code: BSE: 500227 Symbol: NSE: JINDALPOLY

Dear Sir/ Madam

Sub.: Intimation under Re ulation 30 of the SEBI Llstin Obli ations and Disclosure Re uirements Re ulations 2015- A Scheme of A Coated Products Private

==> picture [452 x 44] intentionally omitted <==

With reference to subject cited above, pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations"). this is to inform that the Board of Directors of SMI Coated Products Private Limited (hereinafter referred to as "Transferor Company") and Jindal Polypack Limited (hereinafter referred to as "Transferee Company") in its meeting held on 21[th ] December, 2022 have approved the Scheme of Amalgamation ("Scheme") of Transferor Company into Transferee Company, pursuant to Section 230 to 232 of the Companies Act, 2013. The Scheme is subject to necessary statutory and regulatory approvals including the approvals of National Company Law Tribunal, Mumbai, shareholders, and creditors of both the Companies.

Transferee Company is Wholly Owned Subsidiary of the Jindal Poly Films Limited (hereinafter referred to as "Company"). Whereas Transferor Company is Wholly Owned Subsidiary of the Transferee Company and a Step-Down Subsidiary of the Company.

The merger will enable the Management of Transferee Company to stay focussed on a simpler business model and a leaner structure.

Please take the above said information on your record.

Yours Sincerely,

For JINDAL POLY FILMS LIMITED VaiT Company Secretary ACS:15108

Encl.: Disclosure of Information pursuant to Regulation 30 of the Listed Regulations.

==> picture [277 x 7] intentionally omitted <==

f1i • • 91h K IVl I lapui Dul, r,dsl ahr Bond, P. • Gui. o h1, >I. tt utan h, ht (U. ) , TII 07A llG'ill :3zN 'HI L 171 t I 1974 I 00397

.:;..

==> picture [140 x 33] intentionally omitted <==

==> picture [56 x 23] intentionally omitted <==

==> picture [62 x 21] intentionally omitted <==

==> picture [45 x 19] intentionally omitted <==

==> picture [98 x 75] intentionally omitted <==

Annexure-1

Disclosure of information ursuant to Re ulation 30 of the Listin Re ulations read with SEBI Circular No. CIR CFO CMD 4 2015 dated Se tember 9 2015

1. Name of the entity (ies) forming part of the amalgamation/merger, details in brief such as, size, turnover etc.

1.1 Details of Transferor Company "SMI Coated Products Private Limited or "Transferor Company" (CIN: U74999MH2003PTC139869) is a private limited company incorporated under the Companies Act, 1956, and having its registered office at 4B5 Gundecha Onclave, B Wing, 4[th ] Floor, Kherani Road B[/] H Old Post Office, Sakinaka, Mumbai Mumbai City MH 400072 IN . The Transferor Company is a wholly-owned subsidiary of Transferee Company & a step down subsidiary of the Company and is not listed on any stock exchange in India or abroad.

1.2 Details of Transferee Company "Jindal Polypack Limited" or "Transferee Company" (CIN: U25209MH2021PLC387755) is a public limited company incorporated under the Companies Act, 2013, and having its registered office situated at 4-B-5, Gundecha Onclave , 4th Floor, Kherani Road B[/] H OLD Post Office, Sakinaka, Andheri, East Mumbai Mumbai City MH 400072 IN . The Transferee Company is a wholly owned subsidiary of the Company and not listed on any Stock Exchange. It is also a holding Company of the Transferor Company.

1.3 Details of net worth and revenue of the Transferee Company and the Transferor Companies (Rs. in lacs)

The Net Worth of Transferor Company is 10375.91 and Transferee Company is 7.94, as on March 31, 2022. The Total Revenue of Transferor Company is 38359.52 and Transferee Company is Nil for the year ended 3t[5t ] March, 2022.

2. Whether the transaction would fall within related party transactions? If yes, whether the same is done at "arm's length"

The Transferor Company is a wholly-owned subsidiary of the Transferee Company. The proposed merger does not fall within the purview of related party transactions in view of General Circular No. 30[/] 2014 dated July 17, 2014 issued by the Ministry of Corporate Affairs and since the same is subject to the sanction of the National Company Law Tribunal. Further, pursuant to Regulation 23(5)(b) of the Listing Regulations , the provisions of the related party transaction are not applicable to the Proposed Scheme of Amalgamation.

3. Area of business of the entity (ies)

3.1 The Transferor Company is in the business of manufacturing and selling of Gummed Paper & Film, Self -Adhesive Sheets & Rolls in India and all other related products.

==> picture [61 x 35] intentionally omitted <==

Hcgd. Off, Hl h M. ffopur Bulc 11clshnh1 Ro cl, P . C rl. olt11, Listi Buland I at.r (11.P., 3 7 .11 · ll7/lAA .Jl 50 3lif i.l l · t?I It I 1914P CO

1c1 " 1 1 � " , 1 h � .. � } 1. t � n { J ' •f I U) i IC if *t * f 't J ,. • "'", Hur.,} 1 1 ,, l " ' I • J •i "i j JO ff, 1 •• , I nJ. ,qrr,1 � (' Olli

JI

==> picture [58 x 31] intentionally omitted <==

==> picture [57 x 21] intentionally omitted <==

==> picture [62 x 21] intentionally omitted <==

==> picture [45 x 20] intentionally omitted <==

3.2 The Transferor Company is in the business as manufacturers, importers, exporters of and dealers in polymers, monomers, elastomers, flexible packaging films, specialty films, BOPP films and resins of all types, grades and copolymer formulations.

4. Rationale for amalgamation/ merger: The consolidation of entities with similar functions within the group, would result in, operational and administrative efficiencies, optimum utilisation of infrastructure facilities and available resources, reduction in costs by focused operational efforts, rationalization, standardization, simplification of business processes and elimination of duplication.

5. In case of cash consideration - amount or otherwise share exchange ratio: There is no cash consideration involved. The Transferor Company is a wholly-owned subsidiary of the Transferee Company. Upon the Scheme of Amalgamation becoming effective, all the shares of the Transferor Company held by the Transferee Company and its nominee(s) as on the effective date shall stand cancelled, without any further act or deed.

6. Brief details of change in shareholding pattern (if any): There will not be any change in the shareholding pattern of the Transferee Company pursuant to the Scheme of Amalgamation as the Transferor Company is a wholly-owned subsidiary of the Transferee Company.

RegrJ. Office : 19th K.M. Hapur Bulandshahr Road, P.O. Gulaothi, Distt Bulandshahr (U.P.) GSTIN: 07AAACJ7650E3ZN CIM: lt7111lJP1974PLC003979