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Simplifying the Corporate Structure - Merger of Inox Leasing and Financing with Gujarat Fluorochemicals
M & A Critique
|December 2024
The board of Directors of some of Inox group entities have approved a Composite Scheme of Arrangement which provides for first demerger of Wind business of Inox Leasing and Finance Limited being a promoter group entity into Inox Holdings and Investments Limited and subsequently, merger of remaining Inox Leasing and Finance Limited into Gujarat Fluorochemicals Limited to provide direct holding of listed company to the promoters.
Gujarat Fluorochemicals Limited ('GFCL' or 'Transferee Company) is engaged in the business of manufacturing and trading of Refrigerants, Fluorochemicals, Fluoropolymers and allied activities and other bulk chemicals. The equity shares of GFCL are listed on nationwide bourses. GFCL is in the process of changing its registered office from the state of Gujarat to Himachal Pradesh.
Inox Leasing and Finance Limited ('ILFL' or 'Demerged/Transferor Company') is engaged in the business of generation and sale of wind energy directly which is very small which it acquired in March 2023 by way of a slump sale for circa INR 17 crore from its subsidiary Inox Wind Energy Limited. It is also holding company to group's listed companies engaged in wind business. It also holds 52.61% of GFCL share capital. ILFL is registered with Reserve Bank of India as non-banking financial company (NBFC). ILFL is in the process of changing its registered office from Delhi to Himachal Pradesh. Currently, circa 98% equity stake of ILFL is held by Inox group promoters and the remaining 2% are with other shareholders.
Inox Holdings and Investments Limited ('IHIL' or 'Resulting Company') is incorporated to facilitate the proposed transaction. IHIL is wholly owned subsidiary of ILFL. The registered office of IHIL is in Himachal Pradesh.
The Inox GFL group is doing lot of restructuring since quite a few years. The renewable energy business especially the Wind Energy business too has undergone lot of corporate restructuring We covered the transaction of reverse merger of holding company into its subsidiary in our article in September 2023 issue.
The Proposed Transaction
The proposed scheme of arrangement inter-alia provides for following things which shall be given effect in chronological order:
- Demerger of Wind Business of Inox Leasing and Finance Limited into Inox Holdings and Investments Limited and
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