Board of FDC approve scheme of merger

At meeting held on 06 September 2014

FDC announced that the Board of Directors of the Company at its meeting held on 06 September 2014, has decided to amalgamate Soven Trading & Investment Company (Soven), Sudipta Trading & Investment Company (Sudipta), Transgene Trading & Investment Company (Transgene) and Anand Synthochem (ASL) (Soven, Sudipta, Transgene and ASL collectively referred to as Transferor Companies) with FDC (FDC/Transferee Company) and their respective shareholders under Section 391 to 394 of the Companies Act, 1956 read with Section 100 to 103 of the Companies Act, 1956 and Section 55 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 1956 and Companies Act, 2013 (Scheme).

Soven, Sudipta and Transgene collectively hold 55,385,000 equity shares of face value Re. 1/- each of FDC representing 31.14% of the paid up share capital of FDC. Investment in these equity shares are the primary assets of Soven, Sudipta and Transgene. ASL is a wholly owned subsidiary of FDC.

The proposed amalgamation of the Transferor Companies into the Transferee Company would inter-alia result in the simplification of the Group structure and alignment of group businesses and consolidation of the group companies in one entity thereby resulting in rationalization and standardization of the business processes, economies of scale, reduction in overheads, administrative, managerial and other expenditure, organizational efficiency, and optimal utilization of resources which would be beneficial for all members and other stakeholders.

The Scheme has been considered and recommended by the Audit Committee to the Board of FDC. The salient features of the Scheme are as under;

1. The Appointed Date of the Scheme is 01 September 2014.

2. Upon the Scheme coming into effect, the Transferor Companies will merge with FDC.

3. Pursuant to the amalgamation, equity shares held by Soven, Sudipta and Transgene in FDC would stand cancelled and equivalent number of equity shares would be issued by FDC to the shareholders of Soven, Sudipta and Transgene as per the Fair Exchange Ratio certified by an Independent Chartered Accountant and supported by Fairness Opinion by Category / Merchant Banker.

4. ASL is wholly owned subsidiary of FDC, hence no equity shares are proposed to be issued for its merger with FDC and the entire share capital of ASL shall stand cancelled.

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