Greenply Industries Ltd’s demerger of laminate business was approved by the Gauhati High Court on October 31, 2014, under Sections 100 to 104 and 391 to 394 of the Companies Act, 1956 between Greenply Industries Limited (Greenply) and Greenlam Industries Limited (Greenlam), a wholly owned subsidiary of Greenply, and their respective shareholders and creditors, for demerger of the Decorative Business (comprising of Laminates and Allied Products) of Greenply with all its assets and liabilities, into Greenlam with effect from April 01, 2013 (Appointed Date). Record Date to give effect to the scheme was November 27, 2014.

         The Demerged Company was originally incorporated as Mittal Laminates Private Limited on 28.11.1990. It was thereafter converted into a public limited company and the name of the company was changed to Mittal Laminates Limited. Further, the name was changed to Greenply Industries Limited The Demerged Company was listed on BSE Limited on 19.04.1995 and on National Stock Exchange of India Limited on 06.03.1996.

CONSIDERATION:

The ratio of one fully paid up equity share of face value Rs. 5 of resulting company has been recommended for every one existing fully paid equity share of demerged company.

GREENPLY:

Greenply Industries is the Largest and most profitable company in the interior infrastructure space. It started its operation in the year 1984 as a small sawmill. Greenply has engaged in three segments Plywood, Laminate and Medium Density Fibreboards (MDF)Greenply brand has the presence in over 100 countries across the globe. It also has widest network of over 15000 retail touch points serviced by 86 marketing offices across India, making it the largest industry in the category. It enjoys largest market share across business segments-

  • 32% organised plywood market
  • 28% organised laminate market
  • 30% MDF market

To climb to next level, the company has decided to demerge its decorative business into the separate entity called Greelam Industries.

To move ahead, the company has decided to demerge its decorative business into separate entity called Greelam Industries

DEMERGED UNIT:

Greenply Industries is the largest producer of decorative laminates in Asia and ranks 3rdin the world. It offers customers products like decorative laminates, decorative veneers and Exterior clads in addition to this new company will offer products like Digital & customs laminate, Lab guardian, Engineering wood flooring and Melamine faced chipboard(MFC). It is the first Non-American brand to award with Green Guard Certification. The laminate market has grown moderately by 2%per annum and is expected to continue at a similar pace but the company is growing at a much faster pace at 47% business contribution of laminates comes from the international market, making Greenply the largest exporter of decorative laminates from India for last four consecutive years.

WHY DEMERGER:

There is a visible shift from unorganised to organised, unbranded to branded sector. Organised players have grown at 15-20% over the five years from FY 2009 to FY 2014. Demerger will help both businesses to address separate segments. The decorative business will focus on global market while wood business will focus on domestic market. Each of these growing businesses warrants a dedicated management focus and resource allocation in line with respective market trends. Demerger will enable each business to gravitate toward its optimal discounting on the secondary capital market.

GROWTH DRIVERS:

No doubt all the businesses are growing but growth and ROCE are different in different businesses. In this case, one is India focused wanting to capture local consumption and the other is the export focus. Demerged business of decorative lamination requires considerable innovation in product development, marketing etc while wood business is more like commodity business through branding can definitely add to contribution.

Following Factors are leading for increase of decorative business in India:-

  •   India has a young population with an average age of 24 years, leading to higher disposable incomes in the           hands of   those with   aspiration for lifestyle and stylish interior.
  •   Highest urban population rate of change among BRICS nations.
  •   By 2030 India is likely to emerge as world’s largest middle-class consumer market with aggregate consumer       spending of nearly  USD 13 trillion. –
  •   Raising nucleus families in India is driving the need for quality  housing.

CONCLUSION:

  •    The nature of technology, risk, competition in each of the undertaking of Greenply is distinct from each other    hence it is considered desirable to demerge its laminating business to Greenlam Industries.
  •    The demerger will seek to create a new platform for independent growth of a decorative business, while                Greenply to concentrate its growth efforts in plywood and MDF businesses in more focused manner.
  •    The dedicated focus will enable diversification expansion into newer product portfolios for faster growth.
  •    Demerger will give the cutting edge to the company in laminating business in future.
  •    It will strengthen the prospects in each of businesses towards mobilising funds to service their respective            growth plans.
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