KDDL Limited
Kamla Centre, SCO 88-89, Sector 8-C, Chandigarh - 160 009, INDIA. Tel: +91 172 2548223/24, 2544378/79
Fax: +91 172 2548302, Website:www.kddl.com CIN-L33302HP1981PLC008123
Ref: KDDL/CS/2022-23/ 66 | Date: 2nd December, 2022 | ||
National Stock Exchange of India Limited, | BSE Limited, | ||
Exchange Plaza, C-1, Block G, Bandra Kurla Complex, | Phiroze Jeejeebhoy Towers, | ||
Bandra, Mumbai - 400 051 | Dalal Street, Mumbai - 400001 | ||
Trading Symbol : KDDL | Scrip Code : | 532054 |
Subject: Intimation under regulation 30 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 ("Listing Regulations") for the amalgamation of Wholly Owned Subsidiary Company with Holding Company
Dear Sir/ Madam,
Please be informed that National Company Law Tribunal, Chandigarh Bench has approved the amalgamation of "Satva Jewellery and Design Limited", a wholly owned subsidiary Company with "KDDL Limited", holding Company.
The details, as required under Regulation 30 read with Schedule Ill to the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 and SEBI Circular dated 9th September 2015, are provided hereunder:
Sr. | Information | Details | |
No. | |||
A | Name of the entity(ies) forming part of the | Transferor Company :"Satva Jewellery and Design | |
amalgamation/merger, details in brief such as, size, | Limited | ||
turnover etc.; | |||
Other Income ( 2021-22) : Rs. 6.50 lacs | |||
Transferee Company :"KDDL Limited" | |||
Turnover ( 2021-22) : INR 21,796.13 lacs | |||
Other Income | : INR 551.07 lacs | ||
B | Whether the transaction would fall within related party | The Transferor Company is a wholly owned subsidiary of | |
transactions? If yes, whether the same is done at "arms | the Transferee Company and as such related party to each | ||
length"; | other. | ||
However, the Ministry of Corporate Affairs had clarified | |||
vide its General Circular No. 30/2014 dated 17th July 2014 | |||
that transactions arising out of Compromise, | |||
Arrangements and Amalgamations dealt with under | |||
specific provisions of the Companies Act, 2013, will not fall | |||
within the purview of related party transactions in terms of | |||
Section 188 of the Companies Act, 2013. | |||
Further, pursuant to Regulation 23(5)(b) of the Listing | |||
Regulations, the related party transaction provisions are | |||
not applicable to the Scheme. | |||
C | Area of business of the entity(ies); | Transferor Company: "Satva Jewellery and Design Limited" |
To carry on the business of manufacturer, assemblers, | ||
fabricators, retailers, distributors, exporters, importers, buyers, | ||
dealers, designers, traders and consignment agent, C & F agent | ||
by normal channels of E-commerce, all types of jewellery items | ||
and goods and articles or articles, stone setting of any kind on | ||
any materials including real diamonds and gem stones, Crystals | ||
and glass products, accessories, artificial jewellery or real | ||
jewellery made of precious metal, alloys or precious stones or | ||
other precious articles or surfaces, non-precious material, | ||
natural or man made materials of all kinds. | ||
Transferee Company: "KDDL Limited" | ||
Manufacturing of watch components (watch dials and watch | ||
hands), precision engineering components and press tools. | ||
D | Rationale for amalgamation/ merger; | a) Transferor Company is a wholly owned subsidiary of KDDL |
Limited. | ||
b) Strengthened leadership in the Industry, in terms of the asset | ||
base, revenues, product range, production volumes and | ||
market share of the combined entity. The amalgamated entity | ||
will have the ability to leverage on its large asset base and | ||
vast pool of intellectual capital, to enhance shareholder value. | ||
E | In case of cash consideration - amount or otherwise | NA |
share exchange ratio; | ||
F | Brief details of change in shareholding pattern (if any) | NA |
of listed entity. | ||
Kindly take the same on record.
Thanking you,
Yours truly
For KDDL Limited
Brahm Prakash Digitally signed by
Brahm Prakash
Kumar Kumar
Brahm Prakash Kumar
Company Secretary
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KDDL Ltd. published this content on 02 December 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 December 2022 10:13:03 UTC.