The meeting of Board of Directors of Delta Magnets Limited ('DML' / 'Company') was held today, 19th September, 2018, and the Board considered and approved amalgamation of ATL and MMG with itself by way of a merger.
The proposed consolidation would be carried out vide a Scheme of Amalgamation of Arrow Textiles Limited ('ATL' or 'First Transferor Company') and MMG India Private Limited ('MMG' or 'Second Transferor Company') with Delta Magnets Limited ('DML' or 'Transferee Company' or 'Company') and their respective Shareholders ('the Scheme') under Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013.
In consideration for merger of ATL and MMG with DML in terms of the Scheme and based on Share Swap Ratio Report issued by M/s Bharat Kotak & Co., Independent Chartered Accountants and fairness opinion provided by Dalmia Securities Private Limited, a Category I Merchant Banker, DML will issue 23 (Twenty Three) fully paid up equity shares of Rs. 10/- each to the equity shareholders of ATL as on the Record Date (as may be determined in terms of the Scheme) for every 100 (Hundred) equity shares of Rs. 10/-, fully paid up each of A TL. Please note that fractional shares arising out of the above entitlement would be consolidated and dealt with as provided in the Scheme and proceeds would be distributed to all such shareholders who were originally entitled to such fractional shares. Also, the entire issued, subscribed and paid up share capital of MMG is held by DML along with its nominees. Upon the Scheme becoming effective, the entire equity share capital of MMG shall stand automatically cancelled and there will not be any issue and allotment of equity shares in DML.
The equity shares of DML to be issued to the shareholders of ATL pursuant to the Scheme shall be listed on the stock exchanges viz, BSE and NSE (subject to listing permission being granted by the stock exchanges). The Scheme would be subject to approval of the National Company Law Tribunal, Stock Exchanges, SEBI and various statutory approvals, including those from the shareholders and the lenders / creditors of the companies involved in the Scheme.
The Board also authorises the Investment, Borrowing and General Purpose Committee of Directors to take necessary actions for completing the requirement in this regard and to do all acts and deeds as may be necessary.
Arrow Textiles Limited ('ATL' or 'First Transferor Company') is engaged in business of manufacture of woven tape, woven & printed labels. The Registered Office of ATL is situated in the state of Maharashtra.
MMG India Private Limited ('MMG' or 'Second Transferor Company') is engaged in business of manufacture of soft ferrites and coil winding. The Registered office of MMG is situated in the state of Maharashtra.
Delta Magnets Limited ('DML' / 'Transferee Company') is engaged in business of manufacture of hard ferrites magnets. The Registered office of DML is situated in the state of Maharashtra.
The rationale for merger is:
- Provide an opportunity to leverage combined assets and enable optimum utilization of existing resources by pooling of resources to facilitate future expansion of business of Transferee Company;
- Reduce managerial overlaps involved in operating multiple entities and increase operational and management efficiency, integrate business functions and eliminate duplication and rationalization of administrative expenses;
- Synchronization of efforts to achieve uniform, corporate policy, greater integration and greater financial strength and flexibility for amalgamated entity; and
- Improving organizational capability and leadership arising from pooling of human capital that has diverse skills, talent and vast experience to compete successfully in an increasingly competitive industry.
Shares of DELTA MAGNETS LTD. was last trading in BSE at Rs.129.3 as compared to the previous close of Rs. 123.15. The total number of shares traded during the day was 776 in over 11 trades.
The stock hit an intraday high of Rs. 129.3 and intraday low of 128.9. The net turnover during the day was Rs. 100252.