Texmaco Rail & Engineering plans merger with Kalindee Rail Nirman
22 May 2014
Kolkata-based wagon manufacturer Texmaco Rail & Engineering pans to amalgamate its sister concern Kalindee Rail Nirman into itself, in an effort to consolidate operations and achieve synergies of integration.
A committee of directors, set up by the board of Saroj Poddar-promoted Texmaco in April to explore and evaluate various organic and inorganic restructuring options available, has recommended the amalgamation of Kalindee, a listed public limited firm in which Texmaco holds 49.07 per cent share.
Texmaco proposes to carry out the amalgamation with Kalindee by way of a scheme of amalgamation in terms of Sections 391 to 394 of the Companies Act 1956, the company said in a filing with the Bombay Stock Exchange on Wednesday.
''Accepted the recommendations of the said committee of directors and the audit committee, and has inter alia approved the scheme, which shall result in the amalgamation of Kalindee into and with the company with effect from April 01, 2014, ie, the appointed date. The share swap ratio is 106:100, ie 106 fully paid-up equity shares of Re1 each of the company shall be issued for every 100 fully paid-up equity shares of Rs10 each held by a shareholder in Kalindee,'' the filing added.
Texmaco acquired more than 49 per cent stake in Kalindee Rail Nirman last year after launching an open offer for acquisition of shares.
Gurgaon-based Kalindee Rail Nirman, which takes up signalling and track-laying projects for the Indian Railways and the Delhi Metro, is a premier and trusted agency in the execution of railway track, signaling and telecommunication projects on turn-key basis.
Texmaco Rail & Engineering Ltd is a premier multi-discipline, multi-unit engineering and infrastructure company, with 5 manufacturing units in the outskirts of Kolkata. The company was formed after demerger into it the heavy engineering and steel foundry divisions of the parent company Texmaco Ltd.
The company manufactures a diverse range of products such as railway freight cars, hydro-mechanical equipment and industrial structurals, steel castings, and pressure vessels etc.
Over the years, it entered into technical collaboration with multinationals based in Japan, the US, the UK, Germany, Australia, Austria, Holland, etc for developing and expanding its product portfolio.
Texmaco Rail is currently the flagship company of the Adventz Group, headed by Saroj Poddar, comprising renowned blue chip companies, such as Zuari Agro, Paradip Phosphate, etc.