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Home » Investors » Introduction to the Scheme of Arrangement : Between Jubilant Industries Ltd, Enpro Oil Pvt Ltd and Jubilant Agri and Consumer Products Ltd

Introduction to the Scheme of Arrangement : Between Jubilant Industries Ltd, Enpro Oil Pvt Ltd and Jubilant Agri and Consumer Products Ltd


Jubilant Industries Limited ("JIL") is an existing public listed company incorporated under the Companies Act, 1956 (the Act) on February 23, 2007 and has its registered office at Bhartiagram, Gajraula, District Jyotiba Phoolay Nagar - 244 223, Uttar Pradesh. The shares of JIL are listed on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited. JIL is engaged in the manufacturing and sale of agri and consumer products business ("ACP Business"), industrial products business ("IP Business") and other businesses such as the manufacturing of Indian-made foreign liquor.

Enpro Oil Private Limited ("EOPL") is an existing company incorporated under the Act on August 5, 1991 and has its registered office at Plot No.1A, Sector 16A, Noida - 201 301, Uttar Pradesh. EOPL is engaged in the business of consultation services to companies engaged in the oil and gas sector and business of consumer products (including in a mall or hyper market format), whole sale cash and carry trade and leasing.

Jubilant Agri and Consumer Products Limited ("JACPL:) is an existing company incorporated under the Act on August 21, 2008 and has its registered office at Plot No 1A, Sector 16A, Institutional Area, Noida - 201 301, Uttar Pradesh and is a wholly owned subsidiary of JIL. JACPL is authorised by its constitutional documents to engage in the manufacture and sale of agri and consumer products business (including in a mall or hyper market format), whole sale cash and carry trade business and the leasing business.

A Scheme of Arrangement ("Scheme") is now proposed amongst EOPL, JIL & JACPL under Section 391 to 394 of the Companies Act, 1956 to vest the ACP Business of JIL with JACPL, wholly owned subsidiary of JIL, by way of a slump sale and demerger of business of sale of consumer products (including in a mall or hyper market format), whole sale cash and carry trade and leasing with JACPL, wholly owned subsidiary of JIL.

EOPL, JIL & JACPL filed Company Applications with the Hon'ble High Court of Judicature at Allahabad seeking directions for convening the class meetings of shareholders & creditors of the Companies. The Hon'ble High Court of Judicature at Allahabad, by an order dated 11.10.2011( as corrected on 19.10.2011 in case of EOPL) has directed the convening of following separate meetings :

  1. Meeting of the Equity Shareholders of EOPL on Sunday, the 4th December, 2011 at 11.00 A.M. at the Registered Office of the Company at Plot No. 1A, Sector 16A, Noida - 201 301, Uttar Pradesh

  2. Meeting of the Secured Creditors of EOPL on Saturday, the 3rd December, 2011 at 11.00 A.M. at the Registered Office of the Company at Plot No. 1A, Sector 16A, Noida - 201 301, Uttar Pradesh.

  3. Meeting of the Unsecured Creditors of EOPL on Saturday, the 3rd December, 2011 at 1.00 P.M. at the Registered Office of the Company at Plot No. 1A, Sector 16A, Noida - 201 301, Uttar Pradesh.

  4. Meeting of the Equity Shareholders of JIL on Friday, the 2nd December, 2011 at 4.00 P.M. at the Registered Office of the Company at Bhartiagram, Gajraula - 244223, District Jyotiba Phoolay Nagar, Uttar Pradesh.

  5. Meeting of the Secured Creditors of JIL on Friday, the 2nd December, 2011 at 2.00 P.M. at the Registered Office of the Company at Bhartiagram, Gajraula - 244223, District Jyotiba Phoolay Nagar, Uttar Pradesh.

  6. Meeting of the Unsecured Creditors of JIL on Friday, the 2nd December, 2011 at 11.00 A.M. at the Registered Office of the Company at Bhartiagram, Gajraula - 244223, District Jyotiba Phoolay Nagar, Uttar Pradesh.

  7. Meeting of the Equity Shareholders of JACPL on Sunday, the 4th December, 2011 at 1.00 P.M. at the Registered Office of the Company at Plot No.1A, Sector 16A, Institutional Area, Noida - 201 301, Uttar Pradesh.
for the purpose of considering, and if thought fit, approving with or without modification(s), the proposed Scheme.

Notices convening the abovesaid meetings along with Explanatory Statement under Section 393(1)(a) of the Companies Act, 1956 together with Scheme of Arrangement and form of Attendance and Proxy have been sent to shareholders & creditors by the respective Company.

In compliance with further directions in the abovementioned order dated 11.10.2011 of the Hon'ble Court, following documents have been uploaded on the website(s) of the companies EOPL, JIL and JACPL :

(i) Certified copies of the orders of the Hon''ble High Court of Judicature at Allahabad dated 11.10.2011 (as corrected on 19.10.2011 in Company Application No. 16 of 2011, filed by EOPL);
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(ii) True copy of the proposed Scheme of Arrangement;
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(iii) Latest audited Balance sheet of JIL;
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(iv) Memorandum and Articles of JIL;
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(v) Copy of the revised report on entitlement ratio dated May 20, 2011 by PWC;
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(vi) Copy of revised Fairness Opinion report by Kotak Mahindra Capital Company Limited dated May 26, 2011;
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(vii) Resolutions passed by the board of directors of JIL;
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(viii) Copies of the "No objection letters" from National Stock Exchange of India Limited and Bombay Stock Exchange Limited dated June 8, 2011 & June 22, 2011 respectively.
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(ix) Court Order (EOPL)
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(x) Court Order (JACPL)
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(xi) Audited Balance Sheet as at March 31, 2011 (EOPL)
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(xii) Audited Balance Sheet as at March 31, 2011 (JACPL)
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(xiii) Memorandum & Articles of Association (EOPL)
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(xiv) Memorandum & Articles of Association (JACPL)
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(xv) Board Resolutions dated May 11, 2011 & May 30, 2011 (EOPL)
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(xvi) Board Resolutions dated May 11, 2011 & May 30, 2011 (JACPL)
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(xvii) EOPL Judgement January 16, 2012 (EOPL)
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(xviii) EOPL Comlete Formal Order January 31, 2012 (EOPL)
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(xix) JACPL Judgement January 16, 2012 (JACPL)
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(xx) JACPL Formal Order January 31, 2012 (JACPL)
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(xxi) JIL Judgement January 16, 2012 (JIL)
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(xxii) JIL Formal Order January 31, 2012 (JIL)
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For more information on this scheme contact:
Company Secretary
amit_khurana@ jubl.com


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