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Indo Count Industries Ltd M&A Activity 2022

Oct 3, 2022

61460_rns_2022-10-03_8180a1c6-8866-4679-b876-7df25273ff48.pdf

M&A Activity

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October 3, 2022

National Stock Exchange of India Ltd.
Listing Department
Exchange Plaza,
Bandra Kurla Complex, Bandra (East),
Mumbai–400 051
CompanySymbol : ICIL		 BSE Limited
Department of Corporate Services
Floor 25, Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai–400 001
ScripCode No. : 521016

Subject: Hon’ble NCLT Order approving the Scheme of amalgamation of Pranavaditya Spinning Mills Limited (“Transferor Company” / “Subsidiary Company”) with Indo Count Industries Limited (“Transferee Company” / “the Company”)

Dear Sir/Madam,

We wish to inform the exchange that in the Company Petition No. CP(CAA)/228/MB-IV/2021 in connection with Company Application No. CA(CAA)/143/MB-IV/2021 on the aforesaid scheme of amalgamation, the Hon’ble National Company Law Tribunal (‘NCLT’), Mumbai Bench has approved the scheme of amalgamation (by way of merger by absorption) of Pranavaditya Spinning Mills Limited, Subsidiary Company with the Company under Sections 230-232 of the Companies Act, 2013 vide its order dated 3[rd] October, 2022. A copy of the said order, uploaded on the NCLT website today i.e. on 3[rd] October, 2022 is enclosed herewith. The Scheme shall come into effect, upon filing of certified true copy of the order with the Registrar of Companies.

This intimation is given under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Kindly take the above on record.

Thanking you,

Yours faithfully,

For Indo Count Industries Limited

AMRUTA Digitally signed by AMRUTA NIHAR NIHAR AVASARE Date: 2022.10.03 AVASARE 18:36:25 +05'30' Amruta Avasare Company Secretary & Compliance Officer Membership No.: ACS 18844

Encl.: A/a

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CP (CAA)/228/MB-IV/2021

In

CA (CAA)/143/MB-IV/2021

In the matter

Of

The Companies Act, 2013

AND

In the matter

Of

In the matter of Section 230-232 and other

applicable provisions of the Companies Act, 2013

and the rules made thereunder

AND

In the matter

Of

The Scheme of Arrangement

Of

Pranavaditya Spinning Mills Limited

(‘Transferor Company’ or

‘First Petitioner Company’)

With

Indo Count Industries Limited

(‘Transferee Company’ or

‘Second Petitioner Company’) And their respective Shareholders

Pranavaditya Spinning Mills Limited …First Petitioner Company/ [CIN: L17119PN1990PLC058139] Transferor Company

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CP (CAA)/228/MB-IV/2021
In
CA (CAA)/143/MB-IV/2021
_______________
Indo Count Industries Limited …Second Applicant Company
[CIN: L72200PN1988PLC068972] Transferee Company
Order delivered on: 03.10.2022
Coram:
Mr. Manoj Kumar Dubey Mr. Kishore Vemulapalli
Hon’ble Member (Technical) Hon’ble Member (Judicial)
Appearances (via videoconferencing):
For the Applicants :
 Mr. Hemant Sethi, Ms. Vidisha
Poonja Devanshi Sethi , i/b.
Hemant Sethi & Co., Advocate.
For the Regional Director (WR) : Ms. Rupa Sutar, Deputy Director.

Order delivered on: 03.10.2022

ORDER

Per: Kishore Vemulapalli, Member (Judicial)

  1. This Bench is convened through video conferencing today.

  2. Heard Learned Counsel for the Petitioner Companies. No objector has come before this Tribunal to oppose the Scheme and nor has any party controverted any averments made in the Petition.

  3. The sanction of this Tribunal is sought under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 to the said Scheme of Amalgamation (by way of Merger by Absorption) of Pranavaditya Spinning Mills Limited with Indo Count Industries Limited and their respective shareholders.

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  1. The Petitioner Companies have approved the Scheme by passing the Board Resolutions at their respective board meetings held on 21[th] October, 2020 and have approached the Tribunal for sanction of the Scheme.

  2. The Equity Shares of First Petitioner Company are listed on BSE Limited (“BSE”) and the Equity Shares of Second Petitioner Company are listed on BSE and National Stock Exchange of India Limited (“NSE”). Accordingly, BSE by its letter dated March 25, 2021, has given their “No Objection Letter” to the First Petitioner Company, to file the Scheme with the Tribunal. Similarly, BSE and NSE by its letter dated March 25, 2021 and March 26 2021 respectively have, given their “No Objection Letter” to the Second Petitioner Company, to file the Scheme with the Tribunal

  3. The Learned Counsel for the Petitioner Companies submits that:

The Transferor Company, listed on BSE Limited and the Transferee Company, listed on BSE Limited and National Stock Exchange of India Limited, both are a part of the same group. Further, the Transferor Company is a subsidiary of the Transferee Company wherein the Transferee Company holds majority shareholding in the Transferor Company. The main business of PSML has been manufacturing of cotton yarn and it has a huge freehold land of ~ 34 acres at Plot No.266 Village Alte, Tal. Hathkanangale, Dist. Kolhapur (near textile hub Ichalkaranji) and ~ 20000 spindle capacity for spinning. The land, machinery, infrastructure and all other resources available with the Transferor Company can be utilized in cost effective and efficient manner to carry out Transferee Company’s business expansion. The Transferor and Transferee’s industrial units are situated within a distance of ~ 40

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IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV CP (CAA)/228/MB-IV/2021 In CA (CAA)/143/MB-IV/2021

kilometers. Hence, it is proposed to amalgamate Transferor Company into the Transferee Company in this Scheme.

  1. Further, the Amalgamation of the Transferor Company into the Transferee Company would inter alia have the following benefits:

  2. a. Consolidation of the Transferor Company and the Transferee Company will achieve simplified corporate structure, rationalise the number of listed entities and result in a single listed entity with combined businesses.

  3. b. Provide an opportunity to leverage combined assets and build a stronger sustainable business. Specifically, it will also enable optimal utilization of existing resources which are in excess of the current business requirements of the Transferor Company and provide an opportunity to fully leverage assets, capacities, experience and infrastructure of the Transferor Company and Transferee Company.

  4. c. Reducing managerial overlaps involved in operating multiple entities, enable cost savings and effective utilization of valuable resources which will enhance the management focus thereby leading to increase in operational and management efficiency; integrate business functions; eliminate duplication and rationalization of administrative expenses.

  5. d. Synchronization of efforts to achieve uniform corporate policy, greater integration and greater financial strength and flexibility for the Transferee Company.

  6. e. Better value creation for the shareholders of both the companies enabling the public shareholders to hold shares of the combined listed entity.

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IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV In

CP (CAA)/228/MB-IV/2021 CA (CAA)/143/MB-IV/2021

  • f. Upon completion of the amalgamation, the Transferor Company will be dissolved. Consequently, there would be lesser regulatory and legal compliance obligations including accounting, reporting requirements, statutory and internal audit compliance requirements, tax filings, company law compliances, Stock Exchange compliances etc. and therefore reduction in administrative costs.

The intended Scheme is not prejudicial to the interest of the creditors or the employees of the Transferor Company and the Transferee Company.

  1. The Learned Counsel for the Petitioner Companies further submits the following:

  2. i.The First Petitioner Company is authorised to carry on, inter alia, the business of manufacturing of cotton yarn.

  3. ii.The Second Petitioner Company is engaged in the business of manufacturing of home textiles and its products broadly falls under the categories of Bed Sheet, Pillow Cover and Comforter.

  4. The Learned Counsel for the Petitioner Companies further submits that the present Company Petition is filed in consonance with Section 230-232 of the Companies Act, 2013 and in terms of order pronounced on 18[th] August 2021 in CA(CAA)/143/MB-IV/2021.

  5. Learned Counsel appearing on behalf of the Petitioner Companies has stated that the Petitioner Companies have complied with all requirements as per directions of this Tribunal and they have filed necessary affidavit of service with the Tribunal and also made requisite filings to demonstrate compliance with this Tribunal. Moreover, the Petitioner Companies

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IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV CP (CAA)/228/MB-IV/2021 In CA (CAA)/143/MB-IV/2021

undertake to comply with all the statutory requirements, if and to the extent applicable, as may be required under the Companies Act, 2013 and the rules made thereunder. The said undertaking is accepted.

  1. The Counsel for the Petitioners further submits that in compliance of order dated 18[th] July 2022 passed in the aforesaid petition, the Petitioners have filed Additional Affidavit dated 4[th] August 2022 disclosing therein details of Corporate Guarantees, Bank Guarantees, Contingent liabilities, details of fixed deposits placed with bank as margin money, Letters of credit and pending litigation.

  2. The Regional Director (Western Region), Ministry of Corporate Affairs, Mumbai, has filed a Report dated 25[th] March 2022 inter-alia stating in paragraphs IV (a) to (h). In response to the observations made by the Regional Director, the Petitioner Companies have also given necessary clarifications and undertakings vide their Affidavit in Rejoinder dated 11[th] April 2022. In response to the reply of the Petitioner Companies, the Regional Director has filed his Supplementary Report dated 04[th] May 2022 stating that the replies of the Petitioner Companies on all the observations filed via the said Rejoinder Affidavit appears to be satisfactory. The observations made by the Regional Director and the clarifications and undertakings given by the Petitioner Companies are summarized in the table below:

Para Observation by the Regional
Director		 Undertaking
of
the
Petitioner
Companies
/
Rejoinder Affidavit
IV(a) In compliance of AS-14 (IND
AS-103),
the
Petitioner
Companies
shall
pass
such
accountingentries which are		 In so far as observations made
in paragraph IV (a) of the
Report of Regional Director is
concerned,
the
Petitioner

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In

necessary in connection with the
scheme to comply with other
applicable Accounting Standards
such as AS-5 (IND AS-8) etc		 Companies undertake that
they will comply with AS-14
(IND
AS-103)
and
the
Petitioner Companies shall
pass such accounting entries
which
are
necessary
in
connection with the scheme
to
comply
with
other
applicable
Accounting
Standards such as AS-5 (IND
AS-8)etc.
IV(b) The Petitioners under provisions
of
section
230(5)
of
the
Companies Act, 2013 have to
serve
notices
to
concerned
authorities which are likely to be
affected
by
Compromise
or
arrangement.
Further,
the
approval of the scheme by this
Hon'ble Tribunal may not deter
such authorities to deal with any
of the issues arising after giving
effect
to
the
scheme.
The
decision of such Authorities is
binding
on
the
Petitioner
Company(s).		 The Petitioners Companies
have served notices under
section
230(5)
of
the
Companies Act, 2013 to the
concerned
regulatory
authorities. In so far as
observations
made
in
paragraph IV (b) of the Report
of
Regional
Director
is
concerned,
the
Petitioner
Companies undertakes that
the approval of the scheme by
this Hon'ble Tribunal will not
deter
the
regulatory
authorities which have been
served notice under section
230(5) of the Companies Act,
2013 to deal with any of the
issues arising after giving
effect to the scheme. The
decision of such Authorities is
binding on the Petitioner
Companies, unless otherwise
appealable bythem.

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In

IV(c) The Hon'ble NCLT may kindly
direct to the Petitioners to file an
undertaking to the extent that the
Scheme
enclosed
to
the
Company Application and the
scheme
enclosed
to
the
Company Petition are one &
same and there is no discrepancy
or deviation.		 In so far as observations made
in paragraph IV (c) of the
Report of Regional Director is
concerned,
the
Petitioner
Companies undertakes that
Scheme
of
amalgamation
enclosed to the Company
Application to NCLT and the
Company Petition, are one
and same and there is no
discrepancy/any
change
made.
IV(d) As per Definition of the Scheme
"Appointed Date" means 1st
October 2020 or such other date
as may be approved by the
Hon'ble National Company Law
Tribunal ('NCLT').
"Effective Date" means the last of
the dates on which the certified
copies of the Order of NCLT,
Mumbai bench under Sections
230 & 232 of the Act sanctioning
the Scheme is filed with the
Registrar of Companies, Pune, at
Maharashtra by the Transferor
Company
and
Transferee
Company;
Hence, the Petitioners may be
asked
to
comply
with
the
requirements and clarified vide
circular
no.
F.
No.
7/12/2019/CL-I
dated		 In so far as observations made
in paragraph IV (d) of the
Report of Regional Director is
concerned,
the
Petitioner
Companies clarify that the
scheme shall be effective from
the Appointed Date which is
a specific date of 1st Day of
October 2020 and falling
within 1 year from the date of
filing application in NCLT
i.e., 9th June 2021. Hence the
Appointed Date being in
compliance with the circular
no. F. No. 7/12/2019/CL-1
dated 21.08.2019 issued by
the Ministry of Corporate
Affairs, is not required to be
amended.

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In

21.08.2019
issued
by
the
Ministry of Corporate Affairs.
The Appointed Date is 1.10.2020
which is antedated more than
one year which needs to be
amend.
IV(e) Clause 7 of the Scheme
Accounting Treatment
a.
The Amalgamation of the
Transferor Company with the
Transferee Company shall be
accounted for in the books of
account
of
the
Transferee
Company in accordance with
‘Pooling of Interest Method’ of
accounting
as
per
Indian
Accounting Standard (Ind AS)
103
(Business
Combination)
prescribed under Section 133 of
the Companies Act, 2013, which
is applicable to the Company
since this is a common control
business combination as follows:
b.
All the assets, liabilities
and reserves in the books of the
Transferor Company shall stand
transferred to and vested in the
Transferee Company pursuant to
the scheme and shall be recorded
by the Transferee Company at
their
carrying
amounts
as
appearing
in
the
books
of
Transferor Company, on the
Appointed Date.		 In so far as observations made
in paragraph IV (e) of the
Report of Regional Director is
concerned,
the
Second
Petitioner
Company
undertakes that the surplus
/deficit as mentioned in the
Accounting Treatment clause
of the Scheme is already
stated to be adjusted in
"Capital Reserve Account" in
the financial statements of the
Transferee Company and the
Second Petitioner Company
undertakes
that
the
said
Capital Reserve arising out of
amalgamation shall not be
available for distribution of
dividend.

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In

c.
The Transferee Company
shall credit to its share capital
account, the aggregate face value
of the new shares issued by it
pursuant to Clause 6 of this
Scheme.
d.
The carrying amount of
investments in the equity shares
of the Transferor Company to
the extent held by Transferee
Company, shall stand cancelled
and there shall be no further
obligation in that behalf.
e.
Upon the scheme coming
into effect, the surplus /deficit, if
any of the net value of assets,
liabilities and reserves of the
Transferor Company acquired
and recorded by the Transferee
Company in terms of clause 7.2
over the sum of (a) the face value
of
the
new
shares
on
Amalgamation
issued
and
allotted pursuant to clause 6; and
(b) the value of investments
cancelled pursuant to Clause 7.4,
shall be adjusted in "Capital
Reserve
Account"
in
the
financial
statements
of
the
Transferee Company.
f.
Any
inter-company
balance(s)and inter-company

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In

investments, debts, borrowings
(secured or unsecured), if any
between
the
Transferor
Company and the Transferee
Company shall stand cancelled
and corresponding effect shall be
given in the books of account and
the
records
of
Transferee
Company for the reduction of
any assets or liabilities, as the
case may be. There would be no
accrual of interest or other
charges and there shall be no
obligation/outstanding in that
behalf in respect of any such
intercompany
loans,
debt,
securities or balances with effect
from the Appointed Date.
g.
In case of any difference in
any of the accounting policies
between
the
Transferor
Company and the Transferee
Company, the impact of the
same in the merger by absorption
will be quantified and adjusted in
the Capital Reserves of the
Transferee Company to ensure
that the financial statements of
the Transferee Company reflect
the true financial position on the
basis of consistent accounting
policies.
h.
Upon the Scheme coming
into effect,the accounts of the

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In

Transferee Company, as on the
Appointed
Date
shall
be
reconstructed with the terms of
this Scheme.
i.
The
balance
of
the
retained earnings appearing in
the financial statements of the
Transferor Company shall be
aggregated
with
the
corresponding balance appearing
in the financial statements of the
Transferee Company.
j.
The
identity
of
the
reserves shall be preserved and
shall appear in the financial
statements of the Transferee
Company in the same form in
which they appeared in the
financial
statements
of
the
Transferor Company.
Petitioner Companies have to
undertake that the surplus /
deficit shall be adjusted to
Capital Reserve Account arising
out of amalgamation.
Further Petitioner Companies
have to undertake that reserves
shall
not
be
available
for
distribution of dividend.
IV(f) Clause 24 of the Scheme
COMMENTS
VIA
OBSERVATION
LETTERS		 In so far as observations made
in paragraph IV (f) of the
Report of Regional Director is

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In

DATED 25 MARCH 2021 & 26
MARCH 2021 ISSUED BY
STOCK EXCHANGES
Pursuant to the observation
letters dated 25 March, 2021
issued by BSE Limited
to
Transferor Company and 25
March, 2021 & 26 March, 2021
issued by BSE Limited and
National Stock Exchange of
India Limited, respectively to the
Transferee Company, following
information
and
facts
on
methods
of
valuation
are
provided below:
i.
In case of ICIL only one
method of valuation i.e. Market
Approach has been used because
its shares are frequently traded
on Stock Exchanges, and market
price reflects significant multiple
of book value. Therefore, it was
inappropriate to consider cost
and income approach in case of
ICIL. Further, ICIL is a listed
Company
and
information
related to the future profit and
loss account, balance sheet and
cash flows is price sensitive and
hence was not provided to the
valuer.
ii.
Two
Methods
of
Valuation i.e. Cost and Market
Approach have been used for		 concerned,
the
Petitioner
Companies
undertake
to
comply with directions of
BSE and NSE vide their
observation letters dated 25th
March, 2021 issued by BSE
Limited
to
Pranavaditya
Spinning
Mills
Limited
("PSML"
or
"Transferor
Company") and Indo Count
Industries Limited and dated
26th March, 2021 issued by
National Stock Exchange of
India Limited respectively to
the Indo Count Industries
Limited
("ICIL"
or
"Transferee Company").

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In

PSML and Income approach
method has not been used as
PSML is a listed Company and
information related to the future
profit and loss account, balance
sheet and cash flows is price
sensitive and hence was not
provided to the valuer. Further,
PSML’s production was stopped
at the time of appointed date.”
Petitioner
Companies
shall
undertake
to
comply
the
directions of BSE and NSE vide
their observation letters dated
25th March, 2021 issued by BSE
Limited
to
Pranavaditya
Spinning Mills Limited ("PSML"
or "Transferor Company") and
Indo Count Industries Limited
and 26th March, 2021 issued by
National Stock Exchange of
India Limited respectively to the
Indo Count Industries Limited
("ICIL"
or
"Transferee
Company").
IV(g) Transferor Company is a public
company, listed on BSE Limited.
As on September 30, 2021, total
15,555 equity shares representing
0.08% of the paid-up share
capital
of
the
Transferor
Company is held by Non-
Resident Indian (NRI) under
public category.		 In so far as observations made
in paragraph IV (g) of the
Report of Regional Director is
concerned,
the
Petitioner
Companies
undertake
to
comply with guidelines of
FEMA and FERA, wherever
applicable.

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In

CA (CAA)/143/MB-IV/2021

Hence Petitioner Company shall
undertake
to
comply
with
guidelines of FEMA and FERA.
IV(h) The Petitioner Company viz
Indo Count Industries Limited
be directed to pay difference /
balance of filling fees and stamp
duty on its increased share
capital, if any.		 In so far as observations made
in paragraph IV (h) of the
Report of Regional Director is
concerned,
Indo
Count
Industries Limited undertakes
to pay difference / balance of
filling fees and stamp duty on
its increased paid-up share
capital

  1. The observations made by the Regional Director have been explained by the Petitioner Companies in Para 12 above. The clarifications and undertakings given by the Petitioner Companies are accepted by this Tribunal.

  2. The Official Liquidator has filed his report dated 8[th] March, 2022 inter-alia, stating therein that the affairs of the Transferor Company have been conducted in a proper manner.

  3. From the material on record, the Scheme appears to be fair and reasonable and is not in violation of any provisions of law and is not contrary to public policy.

  4. As per clause 6 of the Scheme, the Transferee Company shall without any further application or deed, issue and allot equity shares as fully paid up to the shareholders of the Transferor Company as on the Effective Date, whose names appear in the Register of Members of the Transferor Company as on the Appointed date or to their successors-in-title, as the case may be, in the following manner:

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“2 (Two) fully paid Equity Shares of face value of INR 2/- each of Transferee Company shall be issued and allotted for every 15 (Fifteen) Equity shares of face value of INR 10/- each held in Transferor Company.”

  1. Since all the requisite statutory compliances have been fulfilled, Company Petition CP (CAA)/228/MB-IV/2021 connected with CA (CAA)/143/MB-IV/2021 is made absolute in terms of prayer in the Petition.

  2. The Scheme is sanctioned hereby, and the Appointed Date of the Scheme is fixed as 1[st] October 2020.

  3. The Petitioner Companies are directed to lodge a certified copy of this Order along with a copy of the Scheme with the concerned Registrar of Companies, electronically along with e-Form INC-28, within 30 days from the date of receipt of the order by the Registry, duly certified by the Joint/ Deputy Registrar of this Tribunal.

  4. The Petitioner Companies are directed to lodge a certified copy of this Order and the Scheme duly authenticated by the Joint/ Deputy Registrar of this Tribunal, with the concerned Superintendent of Stamps for adjudication of stamp duty payable, if any, within 60 working days from the date of receipt of certified copy of the certified order from the Registry of this Tribunal.

  5. All concerned regulatory authorities to act on a copy of this Order duly certified by the Joint/ Deputy Registrar of this Tribunal along with copy of the Scheme.

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  1. Any person interested is at liberty to apply to this Tribunal in the above matters for any directions that may be necessary.

  2. Any concerned Authorities are at liberty to approach this Tribunal for any further clarification as may be necessary.

  3. Ordered accordingly. Files to be consigned to the records.

Sd/- Sd/Manoj Kumar Dubey Kishore Vemulapalli Member (Technical) Member (Judicial) 03.10.2022

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