In September 2013, the Board of Directors of Man Industries Ltd. approved the Scheme of Arrangement between Man Industries (India) Limited and Man Infraprojects Limited a 100% subsidiary of Man Industries, Man Infraprojects was first to be merged and then demerged with the holding company to create two separate entities. Shareholders of Man Industries (India) have approved the demerger of the company’s saw pipes, real estate and infrastructure operations and subsequent merger of the division into Man Infraprojects Ltd. Almost all the shareholders voted in favor of the Scheme of Arrangement. However, the issue with the record date persists despite such a long time.

Man Industries (India) Ltd. (MAN), a flagship company of the MAN Group, a listed company, with core business of manufacturing and coating of large diameter carbon steel pipes and real estate.

Man Infraprojects limited (MAN Infra), a wholly-owned subsidiary of MAN, forward integrating into the high-value realm of IT parks, SEZ’s, residential complexes and commercial complexes. The real estate business of Man group is conducted through Man Infraprojects Ltd.

Merino Shelters Private Limited another group company of Man group wholly owned subsidiary of Man Infraprojects Limited, though it was not directly part of the scheme.

The Transaction

To restructure the business into two separate and independent listed entities.

  1. Demerger of the business division of Man Infraprojects dealing in construction/development of residential projects into Man Industries. (Demerged Undertaking -I)
  2. Demerger of real estate business of Man Industries into Man Infraprojects. (Demerged Undertaking -II)

The Appointed Date for the transaction was 1st April 2013.

Consideration

As MAN Infra is a wholly-owned subsidiary of Man Industries, there will be no issue of shares or payment of consideration by Man Industries to Man Infra for transfer and vesting of Demerged Undertaking I.

As a consideration for transfer of Demerged Undertaking II, Man Infra Limited will issue to equity shareholders of Man Industries Limited one fully paid-up equity share of INR 5 each, for every one fully paid-up equity share of INR 5 each held by them in Man Industries Limited. The shareholding of Man Infraprojects Ltd, therefore, will be identical to the shareholding of Man Industries Limited and Man Infraprojects Limited will be separately listed. Post issue of equity shares investment of Man Industries into Man Infra will automatically get cancelled.

Before issue & allotment of shares, there was reclassification/ sub-division of the capital of Man Infra from Rs. 10/- each share to Rs. 5/- each share.

Demerger-MAN-Industries-Record-Date-1

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