TTK Healthcare to merge TTK Protective Devices

Company has issued a notice of postal ballot seeking approval from share-holders for a scheme of amalgamation

TTK Healthcare Ltd (TTKHC), the pharmaceutical arm of TTK Group, is planning to merge TTK Protective Devices Ltd (TTKPD), the unlisted contraceptive manufacturing firm and TSL Techno Services Ltd (TSL), into itself.

The company has today issued a notice of postal ballot seeking approval from the Share holders for a scheme of amalgamation between TTKPD, which was formerly known as TTK-LIG Ltd, and its wholly owned subsidiary TSL, and TTKHC. As per the terms of the Scheme, all the assets, rights, liabilities and obligations of TTKPD and TSL will become the assets, rights, liabilities and obligations of TTKHC.

It may be noted that the the condom manufacturing subsidiary of TTK was earlier a joint venture under the name TTK-LIG, manufacturing various brands including Durex and Kohinoor. Following a litigation between the partners, TTK Group and Reckitt Benckiser, the latter has taken over the production and sales of these brands while TTK Group has launched its own condom brand - Skore, under TTKPD.

Explaining the rationale behind the merger, the company said that TTKHC has close to six decade experience in manufacturing, sourcing, marketing and distribution of pharmaceutical products as well as consumer products. It has nationwide presence and the capability to tap global markets.

TTKPD is owner of the state-of-the-art condom manufacturing facilities in Pallavaram and Virudunagar, in Tamil Nadu and in Puducherry and it has its own condom technology consisting of product development, process development, manufacturing processes, condom making machinery, among others. TSL is into providing consultancy services.

"Hence it is considered that it will be beneficial to all stakeholders if TTKPD/TSL become part of TTKHC. This can be achieved by merging TTKPD/TSL into TTKHC," said the notice.

Commenting on the business, mangement synergies on the merger, the company also said that the shareholders, post-merger, will have interest in a company which will have a larger business base besides asset and resource base. The interest of the creditors of either of the companies is better protected, it said.

As per the scheme, nine fully paid equity shares of Rs 10 each of TTKHC for every two fully paid up equity shares of Rs 10 each held by the shareholders in TTKPD. No allotment shall be made to the shareholders of TSL, since it is a wholly owned subsidiary of TTKPD. With the Scheme becoming effective, both TTKPD and TSL shall be dissolved without being wound up, it added. The Madras High Court has issued an order giving nod to conduct the postal ballot and e-voting.