Bodal Chemicals Ltd — M&A Activity 2020

May 27, 2020

By Online Submission

Sec/20-21/09 Date: 27/05/2020

To, The General Manager, BSE Ltd. 1st Floor, New Trading Ring, Rotunda Building, P.J. Tower, Dalal Street, Fort Mumbai- 400 001 BSE Code: 524370

To, The General Manager, National Stock Exchange of India Ltd. Exchange Plaza, Plot no. C/1, G Block, Bandra-Kurla Complex Sandra (E), Mumbai - 400 051. NSE CODE: BODALCHEM

Dear Sir / Madam,

SUB: Disclosure Under Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 ("Listing Regulation^H )

we hereby inform you that Board of Directors in their meeting held on 27th May, 2020 has approved Scheme of Amalgamation between Trion Chemicals Pvt Ltd, wholly owned subsidiary of the Company ("Transferor Company") with Boda I Chemicals Ltd ("Transferee Company"), Subject to necessary Statutory and Regulatory approvals, including approval of National Company Law Tribunal.

In Terms of Regulation 30 of SEBI (LODR) Regulation, 2015 and SEBI Circular issued there under, we are furnishing the details as under:

Sr.	Particulars	Description
No.
1	Name of the entity(ies) forming part of	The Proposed merger in Between Trion Chemicals
	the amalgamation / merger, details in	Pvt Ltd, wholly owned subsidiary of the Company
	brief such as, size, turnover etc.;	("Transferor Company") with Boda! Chemicals Ltd
		("Transferee Company")
			Below are the brief details of Transferor and
			Transferee Company as on 31st March, 2019.
				(In Crores)
		Company	Net Worth	Turnover
		Name
		Boda!	835.22	1355.07
		Chemicals Ltd­
		(Transferee
		Company)
HEAD OFFICE:	PLANT OFFICE: Tel: +91 79 2583 5437
Plot No. 123-124, Phase-1,	2583 4223, 25831684	UNIT-7

G.I.D.C, Vatva, Ahmedabad- 382 445., Fax: +91 2583 5245, 25836052 Gujarat, India. E-mail: bodal@bodal.com

I

Plot'No. 804, Village: Dudhwada, Ta. : Padra - 391450.

www.bodal.com CIN No.: L24110GJ1986PLC009003

		Trion Chemicals Pvt Ltd- (Transferor Company)
	Whether the transaction would fall within related party transactions? If yes, whether the same is done at "arms length"	Trion Chemicals Pvt Ltd (Transferor Company) is Wholly Owned Subsidiary of the Bodal Chemicals Ltd (Transferee Company)
		The proposed merger does not fall within the purview of related party transactions.
		Further, as per the regulation 23(5)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the related party transaction provisions are not applicable to the proposed merger.
3	Area of business of the entity(ies);	The Transferee Company (Bodal Chemicals (a) Limited) is inter a/ia engaged in the manufacturing as well as trading in all kinds of dyestuffs, dyes intermediates and basic and other chemicals etc; Company is also engaged in export and import of all such products.
		The Transferor Company (Trion Chemicals (b) Private Limited) is presently engaged in the Manufacturing and trading of specialty chemicals i.e. Trichloroisocyanuric Acid (TCCA) that is mainly used for water purification and other related purposes. It is a Wholly Owned Subsidiary of Bodal Chemicals Limited, the Transferee Company.
4	Rationale for merger	The Transferee Company is the sole shareholder in the Transferor Company holding 100% shares along with nominee shareholders. It has been realised by the Board of Directors of both the companies that the amalgamation of both these companies shall be helpful to achieve the following objectives :- The commercial activities of both the (a) companies are of similar nature and amalgamation will result in business and
HEAD OFFICE:	Tel: +91 79 2583 5437	operational synergies in terms of complete integration of facilitates which would result in PLANT OFFICE: Tel: +91 99099 5085 02662 - 2
I Plot No. 123-124, Phase-I, G.l.D.C, Vatva, Ahmedabad- Gujarat, India.	2583 4223, 25831684 382 445., Fax: +91 2583 5245, 25836052 E-mail: bodal@bodal.com	UNIT- 7 PlofNo. 804, Village : Dudhwada, Fax: +91 02 Ta.: Padra - 391450. E-mai www.bodal.com

CIN No.: L24110GJ1986PLC009003

		ablara optimum utilizand and reduction in overall operating and maintenance cost and benefits of economies of scale.
		(b) simplify management structure, leading to better administration and a reduction in costs from more focused operational efforts, rationalization, standardization and simplification of business processes, and elimination of duplication, and the
		rationalization of administrative expenses; The amalgamation will result in reduction in (c) the multiplicity of legal and regulatory compliances and reduced costs. Simplify shareholding structure and reduce (d) shareholding tiers;
5	In Case of Cash Consideration - Amount or Otherwise share exchange ratio	There is No cash Consideration is Involved. The Transferor Company- Trion Chemicals Pvt Ltd is Wholly Owned Subsidiary Company of Bodal Chemicals Ltd (Transferee Company). Upon the Scheme becoming effective, the entire equity and preference share capital of TCPL held by the BODAL along with the nominee shareholder shall stand cancelled and extinguished without any further act or deed by the Company.
6	Brief details of change in Shareholding pattern (if any) of Listed Entity	There will be no change in the share holding pattern of the transferee Company as no shares are being issued by the transferee Company in Connection with the Scheme.

This is for your information and record please.

HEAD OFFICE:

Plot No. 123-124, Phase-1, G.I.D.C, Vatva, Ahmedabad- 382 445., Fax: +91 2583 5245, 25836052 Gujarat, India.

Tel: +91 79 2583 5437 2583 4223, 25831684 E-mail: bodal@bodal.com

PLANT OFFICE:

UNIT-7 Plot No. 804, Village : Dudhwada, Ta.: Padra - 391450.

Tel: +91 99099 50852 - 853 - 854 02662 - 277801 / 802 / 803 Fax: +91 0266 2273804 E-mail: dyes7@bodal.com

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www.bodal.com CIN No.: L24110GJ1986PLC009003