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