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| Exchange Disseminated Time | Balkrishna Industries Ltd has informed BSE that the Board of Directors of the Company at its meeting held on January 30, 2014, has approved a scheme of arrangement under sections 391 to 394 of the Companies Act, 1956 for amalgamation of Balkrishna Paper Mills Limited (a wholly owned subsidiary) with the Company and demerger of the Paper board business division, together with investment in Balkrishna Synthetics Ltd., on a going concern basis in to Nirvikara Paper Mills Limited. Upon completion of the Scheme, Nirvikara Paper Mills Ltd. will issue and allot 1(one) fully paid up equity share of Rs. 10 each for every 9 (nine) equity shares held in the Company as on the Record Date to be fixed for this purpose after receipt of all approvals. Upon completion of the Scheme, all shareholders of the Company shall become the shareholders of Nirvikara Paper Mills Ltd. which is proposed to be listed on the Bombay Stock Exchange and the National Stock Exchange of India Ltd.
The Appointed Date for the proposed amalgamation is April 01, 2013 and the demerger shall take effect from the date on which the orders of the Bombay High Court, sanctioning the scheme of arrangement is filed with the Registrar of Companies, Maharashtra.
The proposed scheme of arrangement will re-organize and segregate the paper board business division, together with investment in Balkrishna Synthetics Ltd., as a separate listed entity resulting in a focused independent management, streamline the operations and provide access to varied sources of raising funds to achieve the growth potential of paper board business. The proposed scheme of arrangement will create enhanced value for shareholders and allow a focused growth strategy, which would be in the best interest of the Company, its shareholders, creditors and all stakeholders. The restructuring proposed by this scheme of arrangement will also provide an opportunity to the investors to select investments which best suit their investment strategies and risk profiles.
Messrs Khaitan & Co. have been appointed as Solicitors and legal advisors. Messrs Jayantilal Thakkar & Co., Chartered Accountants and auditors of the Company have provided the report on share allotment ratio on demerger and JM Financial Institutional Securities Limited have been engaged as the financial advisor and they have provided the fairness opinion on the share allotment ratio.
The Scheme is subject to all necessary approvals including from the stock exchanges, shareholders, creditors and the Bombay High Court. |
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