Jindal Saw : Amalgamation/Merger

JINDAL SAW LTD.

Jini)•lL

March 16, 2022
BSE Limited	National Stock Exchange of India Limited,
Corporate Relation Department	Listing Department,
1st Floor, New Trading Ring	Exchange Plaza, Rotunga Building
Phiroze Jeejeebhoy Towers	Bandra Kurla Complex
Da la I Street,	Bandra (East)
Mumbai - 400 001	Mumbai -400 051
Stock code: 500378	Stock code: JINDALSAW

Sub.:- Intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Approval of Composite scheme of Amalgamation.

Dear Sir,

This is with reference to the captioned subject, we wish to inform you that the Board of Directors in their meeting held today (i . e . 16th March, 2022), approved the Composite Scheme of Amalgamation between Jindal Quality Tubular Limited, Subsidiary ("Transferor Company 111)1 Jindal Tubular (India) Limited, Subsidiary ("Transferor Company 211)1 and Jindal Fittings Limited, Associate ("Transferor Company 311) with Jindal Saw Limited ("Transferee Company") and their respective shareholders and creditors under sections 230-232 and other applicable provisions of the companies act, 2013 ("the Scheme").

The details of the Scheme as required under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 read with SEBI Circular No . CIR/CFD/CMD/4/2015 dated 9th September, 2015 are given in Annexure 'A' to this letter.

This is for your information and record.

Thanking you,

Yours faithfully,

For Jindal Saw Limite � s t - -\

Company Secretary

FCS- 3056

Encl: as above

Corporate Office: Jindal Centre, 12 Bhikaiji Cama Place, New Delhi-110066 • Phone: [phone] Fax: [phone]

28, Shivaji Marg, Najafgarh Road, New Delhi-110015, INDIA• Phone: [phone]

Regd. Office: A-1, UPSIDC, lndl. Area, Nandgaon Road, Kosi Kalan, Distt. Mathura (U.P.)- 281403 • Website: www.jindalsaw.com

CIN: L27104UP1984PLC023979

JINDAL SAW LTD.

Annexure·,,._���

Details of the Scheme under Regulation 30 of the Listing Regulations read with the SEBI Circular No.

CIR/CFD/CMD/4/2015 dated September 9, 2015

Sr.	Particulars		Details
No.
(a)	Name of the entity(ies) forming	This Scheme is a Composite Scheme of Amalgamation
	part of the amalgamation/merger	involving:
		•	Jindal Quality Tubular Limited ("Transferor
			Company 1")
		•	Jindal Tubular (India) Limited ("Transferor
			Company 2")
		• Jindal Fittings Limited ("Transferor Company 3")
		•	Jindal Saw Limited ("Transferee Company")

Transferor Company 1, Transferor Company 2 and Transferor Company 3 are collectively referred to hereinafter as "Transferor Companies".

(b)

Details in brief such as, size,

Name

of

the

Revenue

Total Assets

turnover etc. based on the audited

Entity

from

financial

statements

as

on

Operations

December 31, 2021 of the entities

Jindal

Quality

Rs.

26.02

Rs.

127.44

involved in the Scheme are as

Tubular Limited

crores

crores

under:

Jindal

Tubular

Rs.

0.29

Rs.

9.76

(India) Limited

crores

crores

Jindal

Fitings

Rs.

17.45

Rs.

110.63

Limited

crores

crores.

Jindal

Saw

Rs.

7,731.03

Rs. 14,148.31

Limited

crores

crores

(b)

Whether the transaction would fall

No

within related party transactions?

If yes, whether the same is done at

"arms length"

(c)

Area of business of the entity(ies)

a. The Transferor Company 1 is engaged in the business

of manufacturing and supplier of stainless-steel pipes

and tubes which have application in oil & gas industry,

pharma industry, power and nuclear industry,

chemical & fertilizer industry, automobiles and food

& beverages industry.

b. The Transferor Company 2 is engaged in operating a

pipe manufacturing and coating facility.

c. The Transferor Company 3 is engaged in the business

of manufacturing and supplying of Ductile Iron

Fittings.

d. The Transferee Company is primarily engaged in the

business

of manufacturing various types of pipes

A:Y }.,t

l':

Corporate Office: Jindali Y!l.. • 1<:

Bm�tll{. !!'la Place, New Delhi - 1 10066 • Phone: +91 ( 11) 26188360 - 74, 26188345 Fax: +91 ( 1 1) 26170691

l

21 ;�

it'Vaji Marg, Naj�

� Road, New Delhi - 110015, INDIA• Phone: +91 ( 11) 6646 3544, 45021544

fegd . Office : A t:i

PSIDC, Ind!. An � �andgaon Road, Kosi Kalan, Dist!. Mathura (U.P.) - 281403 • Website: www.jlndalsaw.com

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CIN: L27104UP1984PLC023979

r----���.-�--.�������.......�LTD.
	including 1arg	diameter Submerged Arc Welded
	(SAW) pipes,	Ductil Iron pipes, stainless steel,
	seamless pipes, pellets and mining amonirothers.
(d) Rationale for amalgamation I	The Rationale	for the Composite Scheme of
merger	Amalgamation is attached as annexure 1.

1. In case of cash consideration - Amalgamation of Transferor Company 1 into and with

amount or otherwise share	the Transferee Company:
exchange ratio
	For every 10,000 (Ten Thousand) equity shares of face
	value of Rs. 10/- (Rupees Ten only) each held in the
	'Transferor Company 1' shall be issued 4,055 (Four
	Thousand Fifty-Five)8% non-cumulative redeemable
	preference shares of face value of Rs. 100/- (Rupees One
	Hundred only) each as fully paid-up in the Transferee
	Company
	The Transferee Company, as on the date of the Fair
	Exchange Ratio Report, holds 64,10,301 equity shares of
	Rs. 10/- each (constituting 67% of total equity shares
	capital) and 31,50,000 preference shares of Rs. 100/­
	each (constituting 100% of total Preference share
	capital) in Transferor Company 1. Upon the effective
	date, pursuant to amalgamation of the Transferor
	Company with the Transferee Company, 64,10,301
	equity shares of Rs. 10/- each and 31,50,000 preference
	shares of Rs. 100/- each ofTransferor Company 1 held by
	the Transferee Company will be cancelled.
	Amalgamation of Transferor Company 2 into and with
	the Transferee Company:
	The Transferor Company 2 is a wholly owned subsidiary
	of the Transferee Company and consequently no shares,
	preference or equity, will be issued by the Transferee
	Company upon its amalgamation .
	Amalgamation of Transferor Company 3 into and with
	the Transferee Company:
	For every 10,000 (Ten Thousand) equity shares of face
	value of Rs. 10/- (Rupees Ten only) each held in the
	'Transferor Company 3' shall be issued 1,018 (One
	Thousand Eighteen) 8% non-cumulative redeemable
	preference shares of face value Rs. 100/- (Rupees One
	Hundred) each as fully paid-up in the Transferee
	Company.
	The Transferee Company, as on the date of the Fair
	Exchange Ratio Report, holds 178,64,804 equity shares
	of Rs. 10/- (constituting 45.95% of total equity shares)
	-110066 • Phone: [phone] • 74, 26188345 Fax: [phone]
	110015, INDIA• Phone: [phone]
	osi Kalan, Dist!. Mathura (U.P.) • 281403 • Website: www.jindalsaw.com
	104UP1984PLC023979

{f) Brief details of change in shareholding pattern {if any) of listed entity

{constituting 100% of tot	I pr	ence shares. capital) in
Transferor Company 3.	Upon	the ef ect1v-edate,

pursuant to amalgamation of the Transferor Company with the Transferee Company, 178,64,804 equity shares of Rs. 10/- and 72,00,000 preference shares of Rs. 100/­ each of Transferor Company 3 held by the Transferee Company will be cancelled.

The consideration is in the form of issuance of Redeemable Preference Shares (RPS) by Jindal Saw Limited to the equity shareholders of Transferor Company 1 and Transferor Company 3, (other than Jindal Saw Ltd.). The issuance of such RPS shall be as per the share swap ratio. The equity I preference shares of Transferor Companies held by Transferee Company shall stand cancelled .

There will be no change in equity shareholding of Jindal Saw Limited as pursuant to the Scheme, Redeemable Preference Shares as above, will be issued to the equity shareholders (other than Transferee Company) of Transferor Company 1 and Transferor Company 3.

Corporate Office: Jindal Centre, 12 Bhikaiji Cama Place, New Delhi-110066 • Phone: [phone] - 74, 26166345 Fax: [phone]

28, Shivaji Marg, Najafgarh Road, New Delhi-110015, INDIA• Phone: [phone]

Regd. Office : A-1, UPSIDC, lndl. Area, Nandgaon Road, Kosi Kalan, Dist!. Mathura (U.P.) - 261403 • Website: www.jindalsaw.com

CIN:L27104UP1984PLC023979

JINDAL SAW LTD.

Anne-xure-1

RATIONALE OF THE COMPOSITE SCHEME OF AMALGAMATION

The Transferee Company is engaged in the business of SAW Pipes (Submerged Arc Welded Pipes) and spiral pipes for the energy transportation sector; carbon, alloy and seamless pipes and tubes for industrial applications; and pellets, mining & ductile iron (DI) pipes & fittings for water and wastewater transportation.

The Transferor Company 1 is engaged in the business of manufacturing and supplier of Stainless-Steel pipes and tubes which have application in oil & gas industry, pharma industry, power and nuclear industry, chemical & fertilizer industry, automobiles and food & beverages industry. The Transferor Company 1 is a subsidiary of the Transferee Company.

The Transferor Company 2 is engaged in operating a pipe manufacturing and coating facility and is a wholly owned subsidiary of the Transferee Company.

The Transferor Company 3 is engaged in the business of manufacturing and supplying of Ductile Iron Fittings and is an associate company of the Transferee Company.

The Transferee Company has also been actively involved in the business and operations of the Transferor Company 1 and 3 by virtue of an Operations, Maintenance and Management Agreement (OMM Agreement) entered with them. Under the OMM Agreement, the manufacturing facilities and the employees of these entities are wholly managed by the Transferee Company.

As stated above, the Transferee Company and the Transferor Companies are engaged in similar and allied business and there exists business and operational synergies in the amalgamation of the Transferor Companies with the Transferee Company. Thus, the Transferor Companies are desirous of consolidating their business under the Transferee Company which would enable the business to scale up and pursue growth opportunities in a more focused manner under the guidance and beacon of the same management.

The business of the Transferor Companies would also get access to the competitive advantage and the combined entity would be better equipped to the realize the benefit of greater synergy between their businesses related aspects like availability of raw material, distribution and marketing network, pooling of financial resources as well as managerial, technical and marketing resources.

Needless to mention, greater efficiency in cash & debt management and unfettered access to cash flow generation from combined business will maximize value to shareholders and other stakeholders. The Scheme will also result in:

1. Consolidation of the Transferor Companies with the Transferee Company would result in simplification of the holding structure;
2. Reduction in management overlaps and elimination of legal and regulatory compliances and associated costs due to operation of multiple entities;

CIN:L27104UP1984PLC023979