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Jindal Poly Films Ltd. Capital/Financing Update 2020

Feb 13, 2020

60548_rns_2020-02-13_36e941e4-a937-494a-bb60-fdd8b582450c.pdf

Capital/Financing Update

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Local Shopping Complex, Vasant Kunj, New Delhi - 110070 (INDIA) Phone: 011-40322100 Fax : (91-11) 40322129 Web. : www.jindalgroup.com

Date: February 13, 2020

JPFL/DE-PT/SE/2019-20

The Manager, Listing National Stock Exchange oflndia Ltd. Exchange Plaza, Bandra-Kurla Complex Bandra (E), MUMBAI - 400 051

BSE Limited. Phiroze Jeejeebhoy Towers, Dalal Street, Fort, MUMBAI - 400 001

The Manager Listing

(Scrip Code: NSE: JINDALPOL Y)

(Scrip Code: BSE: 500227)

Sub: Intimation under Regulation 30 "Scheme of Arrangement" (Demerger)

Ref: Scheme of Amalgamation & Arrangement among Jindal Poly Films Limited "JPFL" (Demerged Company/Transferee Company) And Universus Photo Imagings Limited" UPIL" (Formerly Jindal Photo Imaging Limited) (Resulting Company) and their Respective Shareholders and Creditors ("Approved Scheme")

Dear Sirs,

Kindly refer to our Letters Dated December 18, 2019 informing your good office regarding the sanction of the Scheme of Arrangement by the Hon'ble National Company Law Tribunal (NCLT), Allahabad Bench vide its Order Dated December 9, 2019 ( certified copy received on December 17, 2019) read with BSE and NSE observation letter no. DCS/AMAL/BA/R37/1422/2018-19 dated March 11, 2019 and NSE/LIST/19332 dated March 11, 2019 respectively and intimation regarding change of Name of Resulting Company vide letter dated December 13, 2019 and intimation for fixing December 31, 2019 as a record date and our intimation dated January 3 for allotment of shares pursuant to Scheme.

In furtherance to the same and in accordance with Regulation 30, we would like to apprise your good office that Pursuant to In-principal Approval from exchanges dated January 28, 2020 (BSE) & January 27, 2020 (NSE) and SEBI Relaxation letter dated February 11, 2020, 1,09,46,604 Equity Shares, allotted by the Resulting Company i.e. UPIL to the shareholders of the Demerged Company i.e. JPFL, are listed and admitted to dealings on the Exchanges (BSE and NSE) w.e.f. Friday, February 14, 2020.

Notice & Circular dated February 12, 2020, issued by BSE & NSE has been enclosed herewith for your reference and record.

You are requested to take note of the above in your record.

Thanking You, Yours Truly, t:,�; Poly Films Limited ·-A rlnefai n Company Secretary

Encl: A/a

Regd. Office: 19th K.M. Hapur Bulandshahr Road, P.O. Gulaothi, Distt. Bulandshahr (U.P.) CIN: L17111UP1974PLC003979

National Stock Exchange Of India Limited

DEPARTMENT: LISTING
Download Ref No: NSE/CML/43517 Date : February 12, 2020
Circular Ref. No: 0164/2020

To All Members,

Sub: Listing of Equity Shares of Universus Photo linagings Limited pursuant to the Scheme of Arrangement

In pursuance of Regulation 3.1.1 of the National Stock Exchange (Capital Market) Trading Regulations Part A, it is hereby notified that the list of securities further admitted to dealings on the National Stock Exchange (Capital Market segment) with effect from February 14, 2020 and the designated security codes thereof shall be as specified in Annexure.

In pursuance of Regulation 2.5.5 of the National Stock Exchange (Capital Market) Trading Regulations Part A, it is hereby notified that the respective lot sizes in respect of securities above shall be as specified in Annexure. For the purpose of trading on the system, the security shall be identified only by its designated codes and trading in such securities shall be in such lot sizes as specified in Annexure.

Members are requested to note that the above security will be part of pre-open session as per SEBI circular no. CIR/MRD/DP/01/2012 & CIR/MRD/DP/02/2012 dated January 20, 2012.

This circular shall be effective from February 14, 2020.

Amit Phatak Deputy Manager

Telephone No 18002660058

tl

Regd. Office: National Stock Exchange of India Limited I Exchange Plaza, C-1, Block G, Sandra Kurla Complex, Sandra (E). Mumbai - 400 051, India +9122 26598100 I www.nseindia.com I CIN U67120MH1992PLC069769

Annexure

UNIVPHOTO
Universus Photo lmagings Limited
BE -Trade for Trade *
Equity shares of Rs. I 0/-each allotted pursuant to
Scheme of Arrangement
INE03V001013
Rs.I 0/-
Rs. I 0/-
10946604
1 to 10946604
1
Yes
Not Applicable

* Note: Currently the securities shall be available for trading in Series 'BE' and subsequently be shifted to Series 'EQ' as per SEBI circular no. SEBI/CIR/ISD/1/2010 dated September 2, 2010.

Registered Office Address: Address of the Registrar and Share
Transfer Agent:
Universus Photo Imagings Limited
l 9th KM, Hapur, Bulandshahr Road, PO Gulaothi, KFin Technologies Private Limited (formerly
Bulandshahr, Uttar Pradesh -245 408 Known as Karvy Fintech Private Limited)
Selenium Building, Tower B, Plot No. 31-32,
Corporate Office Address: Financial District, Nanakramguda,
'Jindal', Plot No.12, Sector B-1, Local Shopping Serelingampally, Hyderabad, Rengareddy,
Complex, Vasant Kunj, New Delhi-I IO 070 Telangana, India-500 032
Tel: +91 011-40322100 Tel: +91 40-67161517
Fax: +91 011-40322129
Contact Person: Mr. Suresh D.
Contact Person -Mr. Sanjeev Kumar Website: www.kfintech.com
··Website·ings.com Email: [email protected]
imaging .comEmail: c
rch

The brief particulars of the Scheme of Arrangement are as mentioned below:

  • a) The Hon'ble National Company Law Tribunal, Allahabad Bench vide its order dated December 09, 2019 has approved the scheme of Arrangement between Jindal Poly Films Limited (Demerged Company) and Universus Photo Imaging Limited (Resulting Company formerly known as Jindal Photo Imaging Limited) and their respective shareholders and creditors.
  • b) Appointed Date: April 01, 2019.
  • c) Effective date: December 20, 2019.

  • d) Date of Allotment: January 03, 2020.
  • e) The Scheme of Arrangement between Jindal Poly Films Limited (Demerged Company) and Universus Photo Imaging Limited (Resulting Company formerly known as Jindal Photo Imaging Limited) and their respective shareholders and creditors.

The "Photo Films Business" (Demerged Undertaking) has been transferred and vested in the Resulting Company as a going concern.

In consideration of the above demerger, the resulting company has issued and allotted "1 (One) fully paid up equity share of Rs. 10 (Rupees Ten) each of the Resulting Company, credited as fully paid up, for every 4 (Four) equity share of Rs. 10 (Rupees Ten) each held in the Demerged Company".

DCS/AMAL/TP/JR/10120/2019-20 February 12, 2020

The Company Secretary Universus Photo lmagings Ltd 19th KM, Hapur, Bulandshahr Road, PO Gulaothi, Bulandshahr Uttar Pradesh- 245 408

Dear Sir,

Re: Listing of 1,09,46,604 Equity shares of Rs. 10/- of Universus Photo lmagings Limited.

With respect to the various letters and email resting with us as on February 12, 2020, we have pleasure in informing that effective from Friday, February 14, 2020, the equity shares of the Company are listed on the Exchange under Rule 19(2)(b) of SCRR, 1957 and Trading Members of the Exchange are permitted to do business in the equity shares of your Company. We enclose herewith a copy of the Notice No. 20200212-18 dated February 12, 2020, issued in this regard to the Trading Members of the Exchange for your information.

  • The company should make a note to quote the relevant code numbers allotted to its securities (as mentioned in the attached notice), while carrying out correspondence in future with the Exchange in respect of matters such as date(s) of closure of its register of members, record date, matters relating to dividend, bonus shares, rights issue, preferential offer, conversion of debentures into equity shares, etc.
  • Corporate Compliance submission & various other filings by listed companies with BSE is available through online portal called as Listing Centre. The URL for this portal called as Listing Centre is http://listing.bseindia.com. The login Ids and password will be created and shared with the Compliance Officer of the company at the email id registered with us. For details please refer to our notice no. 20130208-6 dated 08 Feb 2013 and Notice no. 20130729-25 dated 29 July 2013 available on our website and attached herewith.

Encl.: As above

BSE Limited (Formerlbl Bombay Stock Exchange Ltd.) ., , Registered Office : 25tf.:JQor 1tlrr-'i:TA.WA!.. Dalal Street, Mumb _ ai 40g QL'!l f@t , T: +91 22 2272 1233/34 E: corp.comm@bseln9_la.com WW'N. f!ll'l�l� Corporate i dentity Number: L67120Ml'l2005PLGl55}8B • - �

--··

No.20200212- \�

NOTICE

Sub: listing .of Equity Shares of Universus Photo lmagings Limited (formerly known as Jindal Photo Imaging Limited)

Trading Members of the Exchange are hereby informed that effective from Friday, February 14, 2020, the equity shares of Universus Photo lmagings Limited (formerly known as Jindal Photo Imaging limited) shall be listed and admitted to dealings on the Exchange in the list of T Group of Securities. Further in terms of SEBI circular No. CIR/MRD/DP/02/2012 dated January 20, 2012; the scrip will be in Trade-for Trade segment for 10 trading days.

Members are requested to note that the above security will be a part of special pre-open session for IPO and Other category of scrip's as per SEBI circular no. CIR/MRD/DP/01/2012 & CIR/MRD/DP/02/2012 dated January 20, 2012.

For further information on SPOS, the trading members are requested to refer to the Exchange's notice no. 20120216-29 on Enabling Special Pre-open Session for IPO's & Relisted Scrips. For any clarification on SPOS, the trading members may please contact the Helpdesk on 022-6136 3100 / 6136 3171.

Name of the Company : Universus Photo lmagings Limited
Registered Office : 19th KM, Hapur, Bulandshahr Road, PO Gulaothi,
Bulandshahr, Uttar Pradesh-245 408
Corporate Office : 'Jindal', Plot No.12, Sector B-1, Local Shopping
Complex, Vasant Kunj, New Delhi-110 070
: Tel: +91011- 40322100;Fax: +91 011- 40322129;
:
: Email Id: [email protected];
: Website: www.universusohotoimagings.com
Company Secretary & Compliance : Mr. Sanjeev Kumar
Officer : Tel: +91 011- 40322100
: Mob. No: +91 8285111603
Email ID: cs [email protected]
Securities :: 1,09,46,604 Equity shares of Rs. 10/- each allotted pursuant
to Scheme of Arrangement
Distinctive numbers : 1-10946604
Scrip Code : 542933
Group : T
Market Lot : 1
Face Value & Paid up value : Rs 10/- each fully paid
Scrip ID on BOLT System : UNIPHOTOJM
Abbreviated name on BOLT : UNJPHOTOIM
!SIN No. : INE03V001013
Lock-in : Quantity IDist. Nos. ILock in Upto
NA
  1. The brief particulars of the Scheme of Arrangement are as mentioned below:

a) The Scheme of Arrangement of the Company was approved by the Hon'ble National Cornpa�y Law Tribunal (NCLT) at Allahabad Bench vide its Order dated 09/12/2019. l \ ,,,-

  • b) Appointed Date: 01.04.2019
  • c) Effective date: 20.12.2019
  • d) Date of Allotment: 03.01.2020
  • e) Pursuant to the Scheme of Arrangement between Jindal Poly Films Limited and Universus Photo lmagings Limited (formerly known as Jindal Photo Imaging Limited) and their respective Shareholders and creditors as sanctioned by the Allahabad Bench of the Hon'ble National Company Law Tribunal; whereby upon coming into effect of the scheme and in consideration of transfer and vesting of the Photo Films Business (Demerged Undertaking) of Jindal Poly Films Limited into Universus Photo lmagings Limited; Universus Photo lmagings Limited shall issue and allot "1 (One) fully paid up equity share of Rs. 10/- each of Universus Photo lmagings Limited for every 4 (Four) fully paid up equity share of Rs. 10/- each held in Jindal Poly Films Limited on the Record Date."

Prior to the Scheme, the equity capital of Universus Photo lmagings Limited was Rs. 5,00,000/ consisting of 50,000 equity shares of face value of Rs. 10/- each and the same shall stand cancelled upon the scheme coming effect.

The issued, subscribed and paid-up equity capital of Universus Photo lmagings Limited post arrangement is Rs. 10,94,66,040/- consisting of 1,09,46,604 Equity shares Rs. 10/- each.

    1. As per Exchange Notice No. 20191224-4 dated 24.12.2019, Jindal Poly Films limited had fixed Record date as 31.12.2019 for giving effect to the Scheme of Arrangement.
    1. The Information Memorandum containing all the information about the company can be viewed at https :// www. bsei nd ia .com/ corporates/ soa .aspx
    1. The name and address of the registrar and share transfer agent of the company is as mentioned below:

KFin Technologies Private Limited (formerly Known as Karvy Flntech Private Limited), Selenium Building, Tower B, Plot No. 31-32, Financial District, Nanakramguda, Serelingampally, Hyderabad, Rengareddy, Telangana, lndia-500 032 Tel: +9140-6716 1517 E-mail ID: [email protected] Website: www.kfintech.com