Indokem Ltd — Board/Management Information 2021

Sep 13, 2021

indokem fimitta

Registered Office:

"KHATAU HOUSE", Ground Floor, Mogul Lane, Mahim (West), Mumbai - 400 016.

Phone : 61236767 Fax :61236718 Website : www.indokem.co.in

Date: 13 th September 2021

BSE Limited

Listing Department, 1 st Floor, New Trading Ring, Rotunda Building, Phiroze Jeejeebhoy Towers, Dalal Street, Fort Mumbai - 400 001. Email: corp.relations(i_v,bseindia.con1

Security Code No.: 504092

Dear Sir/Madam,

SUB: Outcome of Board Meeting held on 13 th September 2021 - Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular bearing reference number CIR/CFD/CMD/4/2015 dated September 9, 2015

In terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") read with SEBI Circular bearing reference number CIR/CFD/CMD/4/2015 dated September 9, 2015, we hereby submit the outcome of the meeting of the Board of Directors ("Board") of Indokem Limited ("lndokem" or "the Company") held on 13 th September 2021.

Approval of the original Scheme of Amalgamation on 27 th July 2021

The Board of Directors of the Company had approved the draft Scheme for Amalgamation of the Transferor Company with the Transferee Company on 27 th July 2021 based on the recommendation of the Audit Committee and the Committee of the Independent Directors. The swap ratio for the amalgamation was determined by valuer based on the financials as on 31 st March 2021.

In order to comply with the requirement of the Stock Exchange of providing a valuation report based on the financial statements not being older than 3 months from the date of filing with the Stock Exchange, the company has decided to adopt a revised valuation report.

The revised valuation report dated 13 th September, 2021 has been obtained by the Company in order to determine the revised swap ratio based on the Financials Statements as on 30 th June 2021 (being not more than 3 months old). Accordingly, the swap ratio in the draft Scheme for Amalgamation has been amended based on the said valuation report.

Registered Office:

"KHATAU HOUSE", Ground Floor, Mogul Lane, Mahim (West), Mumbai - 400 016.

Phone : 61236767 Fax :61236718 Website : www.indokem.co.in

Approval of the Revised Scheme of Amalgamation

Based on the recommendations of the Audit Committee and the Committee of Independent Directors, the Board has considered and approved a Revised Scheme of Amalgamation (the "Scheme") under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 and the rules framed thereunder ("the Act").

The Scheme provides for Amalgamation of Refnol Resins and Chemicals Limited with the Company and their respective Shareholders.

The Scheme is subject to receipt of approvals of shareholders and creditors of the companies involved and approval of other regulatory authorities as may be required, including those of the, BSE Limited, Securities and Exchange Board of India and the National Company Law Tribunal, Mumbai Bench ("NCL T").

Please find enclosed Annexure 1 containing details as per Regulation 30 of the Listing Regulations read with Circular CIR/CFD/CMD/4/2015 dated September 9, 2015.

This is for your information and record.

Thanking you,

For lndokem Limited

Mr. Rajesh Pisal Company Secretary Enclosed as above.

Registered Office:

"KHATAU HOUSE", Ground Floor, Mogul Lane, Mahim (West), Mumbai - 400 016.

Phone : 61236767 Fax :61236718 Website : www.indokem.co.in

ANNEXUREl

s. No.	Particulars	Description
1)	of I Name entity(ies) of part amalgamation / details merger, brief such as, size, turnover etc.;	the This is a Scheme of Amalgamation ("the Scheme") of Refnol forming Resins and Chemicals Limited ("Transferor Company") with the Indokem Limited ("the Company" or "Transferee Company"). st March, in I Set out below is the net-worth and total income as on 31 2021 of the companies involved in the Scheme -
		(Amount in INR Crores) Total Turnover/ Income Particulars
		Transferor Company (Standalone 2	19.02 I	I Net Worth 12.92
		Transferor Company {Consolidated)	31.77	20.25
		Transferee Company	79.24	31.21
2)	Whether the transaction would fall within related party transactions? If yes, whether the same is done "arms at length"	The draft Scheme does not fall within the purview of related party transactions in terms of General Circular No. 30/2014 dated 17 July 2014 issued by the Ministry of Corporate Affairs since the same is subject to the sanction of the National Company Law Tribunal and provisions of Section 188 of the Companies Act, 2013 are not applicable. However, there are common promoters in the Transferor Company and the Transferee Company. Further, pursuant to the Scheme, equity shares of the Transferee Company are proposed to be issued and allotted to the shareholders of the Transferor Company. In light of the same, the transaction under the proposed Scheme may be deemed to be a "related party transaction" under the applicable provisions of the Listing Regulations. The consideration as set forth in the Scheme will be discharged on "arm's length basis". The share exchange ratio for the shares to be allotted to the shareholders of the Transferor Company is based on revised valuation report provided by Niranjan Kumar, Registered Valuer - Securities or Financial Assets. Galactico Corporate Services Limited, a SEBI registered Category - I Merchant Banker,

Registered Office:

"KHATAU HOUSE", Ground Floor, Mogul Lane, Mahim (West), Mumbai - 400 016.

Phone : 61236767 Fax :61236718 Website : www.indokem.co.in

		have duly been considered by the Audit Committee, Committee of
		Independent Directors and Board of the Company.
3)	Area of business of the entity(ies)	Company Transferor Company Transferee Company	Business The Transferor Company is engaged in business of manufacturing the and marketing of resins and chemicals. The Transferee Company is engaged in the business of dealing in dyes, sizing chemicals, auxiliaries in textile industry and electrical capacitors.
4)	Rationale Scheme	shareholders. Certifications shareholder value. entit_y.	for I The Transferor Company and the Transferee Company are engaged in similar lines of business and complement each other. With an intent to expand the business and achieve larger product portfolio, economies of scale, efficiency, optimisation of logistics and distribution network and other related economies by consolidating the business operations being managed by different management teams, the Board of Directors of the Transferor Company and the Transferee Company propose to consolidate the business of the Transferor Company with the Transferee Company. The proposed amalgamation of the Transferor Company with Transferee Company would inter alia have the following benefits: 1. Creation of a combined entity, hosting all products under the Transferee Company, thereby resulting in diversified portfolio of products, economies of scale, operational rationalization, efficiency of management and maximizing value for the 2. Greater synergies between businesses and optimum use of manufacturing facilities, marketing strength, R & D facilities, productivity resulting gains thereby in maximizing value for the shareholders. 3. Optimum use of infrastructure and organizational efficiency by pooling of financial, managerial and technical resources, personnel, capabilities, skills, expertise and technologies of Transferor Company and Transferee Company thereby significantly contributing to the future growth and maximizing 4. Better financial leverage, resulting in greater efficiency in cash and debt management and unfettered access to cash flow generated by the combined business, which can be deployed more efficiently, to realize higher profits for the combined

indokem fimitta

Registered Office:

"KHATAU HOUSE", Ground Floor, Mogul Lane, Mahim (West}, Mumbai - 400 016.

Phone : 61236767 Fax :61236718 Website : www.indokem.co.in

		Promoter I	16,55,431	53.6%	-	-
	. _		L_ s:!are~	holdina ·.	shares	holdlng
I	(it any) of entities.	1	No. of	% share	No. of	% share
	~!1~reholding . ~attem		Category r Pre-Scheme		T _ .· Post-Scheme.
	change	- - . in date - . ,			.
6)	Brief details	_ 1,000 (0,1i shall be issued for every Thousand) equity shares held f I f NR 10 each fully paid up", in Refnol having ace value o i__:~::_L. - of Change insharehol -
		f shares o	Indokemhaving face value.of DIR 10 each fully paid up
		"1,257 (One Thousand Two Hundred and Fifty-Seven) equity
		with the Transferee Company:
			consideration for the amalgamation of the Transferor Company
	amount or otherwise face value of INR IO each to the shareholders of the Transferor share exchange ratio		Company as on the Record bate ( as per the			Scheme), in
	consideration		- allotment of the equity share's of the, Transferee Company having
5)	case In	of cash Following share exchange ratio has been determined for the
		prov~s:ons 0:f the Act.
pursuant to the provisions of Sections 23						.J to 232 and other relevant
		the transfer. and vesting of the entire undertakings and business of the Transferor Company within and into the Transferee Company
			the Company have formulated this Scheme of Amalgamation for
			entire undertaking and business of the Transferor Company with the Transferee Company. Accordingly, the Board of Directors of
						Company have considered and proposed the amalgamation of the
		In view of the aforesaid, the Board of Directors of the Transferor Company as well as the Board of · Directors o{ the Transferee
			and profitable long term growth for the combined entity.
			environmental and global risks; thereby resulting in sustainable
			multiple records keeping. 8. Strengthening ability to face increasing competitive, regulatory,
		7. Reduction in regulatory and legal compliances and avoidance of
		of business processes, elimination duplication and rationalization of administrative expenses.
		and vast experience to compete successfully in an increasingly competitive industry. 6. Cost savings because of standardization and simplification of 1

Indokem Aimited

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Registered Office:

"KHATAU HOUSE", Ground Floor,
Mogul Lane, Mahim (West), Mumbai - 400 016.

š,

Phone : 61236767 Fax : 61236718 Website: www.indokem.co.in

$\mathcal{L}^{\mathcal{L}}$ , $\mathcal{L}^{\mathcal{L}}$

	Non Promoter Non Public
	Total	30,89,900	100.0%
Change in shareholding of the Transferee Company as on appointed date
	Category	Pre-Scheme		Post-Scheme
		No. of	$%$ share	No. of	% share
		shares	holding	shares	holding
	Promoter	1,72,53,011	70.9%	1,93,33,888	68.54%
	Public	70,72,589	29.1%	88,75,717	31.46%
	Non
	Promoter
	Non
	Public
	Total	2,43,25,600	100.0%	2,82,09,604	100.0%

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