Mangalam Cement Ltd. — Board/Management Information 2019

Jun 21, 2019

MANGALAM CEMENT LTD.

MC/SEC 21squne, 2019

The Corporate Relations Department The ational Stock Exchange of India Ltd. Excha e Plaza, 5th Floor, Plot No. /1, G-Block Bandra- rla Complex Bandra (E), Mumbai 400 051 Security Co e : MA~GLMCEM

The Corporate Relations Department Department of Corporate Services ~Limited 25th Floor Phiroze Jeejeebhoy Towers Dalal Street, Mumbai - 400 001 Scrip Code: 502157

Sub: Intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and outcome of the Board Meeting.

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, please take note that Board of Directors ("Board") of the Company at its meeting held on 21st June, 2019, inter aila, have considered and accepted the recommendations of the Audit Committee for the Scheme of Amalgamation ("Scheme") pursuant to sections 230-232 and other applicable provisions of the Companies Act, 2013, providing for the amalgamation of Mangalam Timber Products Limited ("MTPL" or "Transferor Company") with Mangalam Cement Limited ("MCL" or "Transferee Company").

The Scheme would be subject to the requisite statutory/ regulatory approvals.

We enclose herewith the details as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular NO. CIR/CFD/CMD/4/2015 dated 09, September, 2015 as given in Annexure-A to this letter.

Please take the information on record.

Thanking you,

Yours Faithfully, For Mangalam Cement Limited

~~

Manoj Kumar :::ompany Secretary

Encl.: as above

Regd. Office & Works :	P:J;. :~?~ Nagar-326520 , Morak, Distt. Kota (Raj.) GIN: L26943RJ1976PLC001705, Telefax: 07459- 232156
Kota Office	S~ st e . www.mangalamcement.com, E-mail : email@mangalamcement.com !::: ii : Moi~ :~ ~~a~~!~.i}24001 (Rajasthan) j ;~~~1~::~o~~~~}~~~ 1~~8~~-=~~31~~~8~
Delhi Office	UCO Bank Building (4 Floor), 5, Parliament Street, New Delhi - 110 001 · Tel. N_o. : 011_- 43539132, 43539133, 43539137 Fax : 011- 23421768
Jaipur Office	. E-"~a1I: delh1.~urchase@mangalamcement.com, delhi.marketing@mangalamcement.com ~loor, Geejqarh Tower, Hawa-Sarak, Jaipur - 302 006 (Rajasthan) 2 E-mail : jaipur.marketing@mangalamcement.com Tel. · 0141 - 2218933, 2218931,

8 K BIRLA GROUP OF COMPANIES MANGALAM CEMENT LTD.

Annexure-A

Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Sr.	Particulars	Descripitions
No. '1)	Name of the entity(ies) forming part the of amalgamation/merger, details in brief such as, size, turnover etc.;	Transferor Company: Mangalam Timber Products i. Limited (MTPL) ii. Transferee Company: Mangalam Cement Limited (MCL) number of equity shares of face iii. MCL holds 6,50,000 value Rs. 10/- each of MTPL representing 3.55% of the paid up share capital of MTPL. iv. Revenue from operations for Financial Year ended 31st March, 2019: MTPL: INR 1127.51 Lakhs MCL: INR 119506.50 Lakhs Appointed Date: 1st April, 2019
b)	Whether the transaction would fall within related transactions? party If yes, whether the same is done at "arms length";	Yes, the transaction related would fall within party transactions and is done at 'arm's length'. Further it may provisions that the be noted 188 of the of Section Companies Act, 2013, as exemption in MCA circular No. 30/2014 dated July 17, 2014 shall not be applicable.
c)	of the Area of business entity(ies);	Transferor Company: MTPL is primarily engaged in manufacture of Medium Fibre Board (MDF) from its factory located at Density Nabarangpur, in the State The Kusumi, of Odisha. Transferor Company sells its products under the brand MDF is used in making furniture, name "DURATUFF". Particle Boards, Doors and all kinds of carpentry work. Transferee Company:
		cement well-established manufacturing is a MCL cement manufacturing having Company two plantslocated at Morak in the State of Rajasthan with a installed capacity consolidated of 4.0 MTPA and one cement grinding plant located at Aligarh, in the State of

Regd. Office & Works :	P.O. A~1tya Nagar-326520, Morak, Distt. Kota (Raj.) CIN: L26943RJ1976PLC@Of	5 1i I t
Kota Office	E-mail: email@mangalamcement.c'om""•.,. . Website: www.mangalamcement.com, Shop No. 20, 80 Feet Road, Opp. Sukhdham Colony, (Near SBI Bank) Ko . :! 324~ ·	--	e e ax.
Delhi Office	Mob : 9351468064 I 9351468055 I 9351468445, E-mail : mclkta@kappa.net.in : UCO Bank Building (4'h Floor), 5, Parliament Street, New Delhi - 11 o 001		~
Jaipur Office	Tel. ~o. : 011_ - 43539132, 43539133, 43539137 Fax : 011- 23421768 . E-.i:ia1I : delh1.~urchase@mangalamcement.com, delhi.marketing@mangalamcement.com ~loor, Geejqarh Tower, Hawa-Sarak, Jaipur - 302 006 (Rajasthan) . 2 E-mail : jaipur.marketing@mangalamcement.com Tel. . 0141 - 2218933, 2218931,

^sMAN GALA 8

		MANG A At present, the Transferee Pradesh. Uttar Company produces Ordinary Portland Cement (OPC) and Portland the dry process. The Pozzolana Cement (PPC) using cements are marketed under the brand name of "Birla has also set up two Uttam". The Transferee Company Captive Thermal Power Plants of 17.5 MW each. Apart Transferee also from this, the Company owns 13 (Thirteen) Mills at Jaisalmer, Rajasthan with Wind
		anaggregate capacity of 13.65 MW generation per day. Transferee invested the Recently, Company has Rs.100 Crores in a Waste Heat Recovery approximately unit (WHR) with a capacity of 11 MW atMorak plant in the scheduled State of Rajasthan which is to be commissioned in September 2019.
d)	Rationale for	The Scheme is expected to achieve the following benefits:
	amalgamation/ merger;	The Transferor Company and the Transferee Company i. are under common management and control. The said Companies have been looking at suitable proposals for consolidation for improving their financial and operating parameters and strengthening their position to grow and With the view to develop their business more effectively. integrate thebusiness activities undertaken by both, the Transferee Transferor the Company, Company and under a single entity, it is proposed to amalgamate the said Companies under the terms and conditions of this the Scheme. proposed amalgamation two The of companies will streamline group structure reducing the multiplicity of legal and regulatory compliances required at present accordingly and this amalgamation is proposed.
		In the circumstances, it is considered desirable and ii. expedient to amalgamate the Transferor Company with the Transferee Company in the manner and on the terms and conditions stated in this Scheme of Amalgamation. will increase the asset base and the The amalgamation iii. net worth of the Transferee Company which in turn will enable it to conduct operations in the most cost effective manner to enhance the profitability and efficient of the Transferee Company.

	:
egd. Office & Works : Kota Office	~ 01705, Telef C0-;459-232156 ~!Z~ Nagar-3265f0, Morak, Distt. Kota (Raj.) CIN: L26943RJ1976P.LC_ ~ . I . www.mangaamcement.com, E-mail : email@mangalamcemJnt c0 . S /. hop No. 20, 80 Feet Road Opp Sukhdham Colo ·' E-~~il : ~~kta@k:;~:~~W:, SBJ B (N · · -
Delhi Office	. Mob : 9351468_0~4 I 93,~ 1468055 j 9351468445, 1 (Rajasthan) Floor), 5, Parliament Street, New Delhi _ 11 o 001 UCO Bank Building (4 -
Jaipur Office	Tel. N_o: : 011_ - 43539132, 43539133, 43539137 Fax : 011- 23421768 . E-"~a1I . delh1.~urchase@mangalamcement.com, delhi.marketing@mangalamcement.com ~loor, Geejqarh Tower, Hawa-Sarak, Jaipur - 302 006 (Rajasthan) 2 · jaipur.marketing@mangalamcement.com Tel: 0141 - 2218933, 2218931, E-mail:

MANG

MAN GA M CEMENT LTD.

8		•
		iv. The amalgamation will enable appropriate consolidation integration activities of the and of the Transferor Company and the Transferee Company with pooling and more efficient utilization of their resources, reduction in overheads and other expenses and improvement in other parameters. will result in formation The amalgamation of a larger and stronger entity having greater capacity for conducting its operations more efficiently, economically and competitively.
		operating and activities v. The existing business of the Transferee Company will continue to constitute the main business merged with the and activity of the entity greater share of the assets and turnover of the merged entity being contributed by such operating business and activities. Transferor Company The business of the greatly larger would, inter the alia, benefit from infrastructure, better easier access to finance and outreach of the Transferee Company.The amalgamation will enable the merged entity to have a more rational asset holding structure. As such the undertakings of the two companies can be combined, run and managed together advantageously. more conveniently and The entity to the amalgamated amalgamation will enable pursue and grow its business and other opportunities in each of its business segment more effectively.
		vi. The amalgamation will enable the Transferor Company and the Transferee to pool Company their financial, technical in order to resources managerial, and other competitive meet the global market challenges and In particular, it would conditions. prudent be and beneficial that the resources financial be pooled together, as the magnitude of the capital and marketing will be better contemplated investments met by two companies merged together and considerable synergy of operations will be achieved. The Financial strength and marketing of the Transferee capability Company can further accelerate of the the scaling up of the operations Company and the aim to create a position of Transferor products manufactured leadership the in the by will create Transferor Company. The amalgamation a the better competitive market for and amore
		productsmanufactured the Transferor by Company. Their combination will result in stron financial

76PLC001705 Tole

	~
Regd. Office & Works : Kata Office	to! :459 _ 232156 - A~ity~ Nagar-326520, Morak, Distt. Kata (Raj.) CIN: L26943RJ1976PLC0,01705, Telef E-mail : email@mangalamcement.co . / ebsite : www.mangalamcement.com, No. 20, 80 Feet Road, Opp. Sukhdham Colony, (Near SBI Bank}~ota ~~OJ.(Rajasthan) · ;hi~
Delhi Office	. 9351468064 I 9351468055 I 9351468445, mclkta@kappa.~~ o E-mail: ' : UCO Bank Building (41h Floor), 5, Parliament Street, New Delhi - 110 001
Jaipur Office	Tel. N_o. : 011_ - 43539132, 43539133, 43539137 Fax : 011- 23421768 . E-"i::ia1I : delh1.~urchase@mangalamcement.com, delhi.marketing@mangalamcement.com ~loor, Geeigarh Tower, Hawa-Sarak, Jaipur - 302 006 (Rajasthan) 2 · E-mail : jaipur.marketing@mangalamcement.com Tel. · 0141 - 2218933, 2218931,

ВIR
		GROUP OF

MAN GALA

		MANG A structure resource mobilization, facilitate and will consolidation, lowering the cost of borrowing, financial operational integrated increased efficiency and functioning. As such the amalgamation management of with the Transferee the Transferor Company Company greater realization of the potential will enable of the the the Transferor businesses Company of and Transferee the Company entity. in merged The consolidation of undertakings of the companies will also result in the formation and a more broad of a larger based and diversified company having greater capacity to raise and access funds for growth and expansion of its business, marketing and selling its products and services and conducting trade on more favourable terms.
		vii. All Equity Shares held by the Transferee Company in the of the Transferor Share Capital Company shall stand without any further act or deed from the cancelled, Appointed Date and, without any further obligation in this regard. All preference shares held by the Transferee Company in the Transferor shall be cancelled Company without issue and allotment of any new shares in lieu thereof to any person whatsoever Such cancellation will and adjust the relationship between rationalise capital suitably. the and assets The same will also enable Transferee Company to have a more appropriate capital base and increase shareholders value.
		is proposed accordingly will viii. The Scheme and have the results said Companies, their beneficial for shareholders, employees and all concerned.
e)	In case of cash consideration - amount otherwise or share exchange ratio;	1 (one) fully paid up equity share of Rs. 10 /- each of MCL to the Equity Shareholders of MTPL as on Record Date, for every 22 (Twenty-Two) fully paid up equity shares of Rs. 10/- each held by them in MTPL.
f)	brief details of change in shareholding pattern (if any) of listed entity.	Shareholders (except MCL) as on The of MTPL the Record Date shall become the Shareholders of MCL in accordance with the Scheme and MTPL shall be dissolved without being wound up.

Regd. Office & Works :	~e P.O. Aditya Nagar-326520, Morak Distt Kota (Ra1·) CIN · L26943RJ1976PL."c··-: --- ·i!r f
Kota Office	w b · ax:07459-232156 ' u i · · · e site. www.mangalamcement.com, E-mail: email@mangalamcement com
Delhi Office	hi~ No. 20, 80 Feet Road, Opp. Sukhdham Colony, (Near SBI Banki Kota _ 324001 (Rajasthan) : · 9351468064 I 9351468055 I 9351468445, mclkta@kappa.net.in o E-mail:
	5, Parliament Street, New Delhi - 11 o 001 UCO Bank Building (41h Floor), : Tel. ~o. : 011_ - 43539132, 43539133, 43539137 Fax : 011- 23421768
Jaipur Office	E-"r;:ia11 : delh1.~urchase@mangalamcement.com, delhi.marketing@mangalamcement.com
	~loor, Geejqarh Tower, Hawa-Sarak, Jaipur - 302 006 (Rajasthan) 2 - 2218933, 2218931, E-mail : jaipur.marketing@mangalamcement.com Tel. · 0141