Borosil Group has two listed entities i.e. one is Borosil Glass Works Limited (BGWL) & Gujarat Borosil Limited (GBL). BGWL is mainly into Scientific & Consumerware and GBL is into manufacturing solar glass. Both the businesses have different risk & returns and business model. BGWL is primarily into B2C thing which requires huge marketing, continuous changes in products and create brands to have sustainable growth in the revenue while GBL is into B2B and their sales is mainly dependent on macro scenarios, government initiates etc.

The current group structure is quite complex. Borosil Glass Works Ltd (BGWL) hold stake directly and indirectly in Gujarat Borosil Ltd. (GBL). Fennel Investment and Finance Private Limited (FIFPL), group’s investment company, holds stake in BGWL & GBL whilst BGWL holds major stake in FIFPL.

One and half year ago, the group came with a re-structuring exercise to simplify their group structure. We had covered the transaction in our January 2017 issue. However, in June 2018 Borosil Glass Works Limited withdrew their earlier scheme and proposed a new scheme of amalgamation & arrangement. Prime facia, the new scheme looks more complex than the earlier scheme it will result in completely delink two businesses and have simple and direct holding structure. In this article we have tried to analyse the differences between two schemes, their effects on the stakeholders and particularly whether the scheme at a par for both Borosil Glass Works Limited & Gujarat Borosil Limited minority shareholders.

Current group structure

Borosil-Consolidation-Simple-Group-Structure-1

Transaction (As per new scheme)

Step 1: Amalgamation of Vyline Glass Works Limited (VGWL), FIFPL and GBL with BGWL – BGWL will be renamed as Borosil Renewables Limited.

FIFPL is an investment company which holds 5.37 % in BGWL and 33.13% in GBL. BGWL holds 45.85% stake in FIFPL.

VGWL is a promoter group entity engaged in the business of manufacturing of glass and glass products. It is a third-party manufacturer for BGWL.

Borosil-Consolidation-Simple-Group-Structure-4

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