M&A Critique

Jindal Poly restructuring will be value accretive to public shareholders?

Recently, the Board of Directors of Jindal Poly Films Limited their board meeting held on 16th March 2022 approved the internal restructuring of its Packaging Film Business followed by stake sale in the packaging Business to a financial investor.

Jindal Poly Films Limited (“JPFL” or “Transferor Company”) is one of the world’s leading companies in manufacturing flexible plastic films and non-woven fabrics products. It provides a full suite of products including BOPP, BOPET, CPP, & other specialized films. Non-woven fabrics find application in hygiene, baby diapers and other medical applications.

The equity shares of JPFL are listed on national bourses.

JPFL Films Private Limited (“JPFL Films” or “Transferee Company”) is incorporated in 2018, does not have any business operations. JPFL Films is a wholly-owned subsidiary of JPFL.

Jindal Films India Limited (“JFIL”) is a wholly-owned subsidiary of JPFL. The company is also engaged into the business of flexible plastic films. JFIL mainly sells the products purchased from its holding company i.e., JPFL.


The Transaction

As mentioned above, currently JPFL has two divisions:

  • Packaging Films Business Undertaking which includes manufacturing of BOPP, BOPET, CPP & other specialized films
  • Non-Woven Fabrics

Subject to approval of the shareholders of the Company by way of a special resolution, the Board of Directors of JPFL approved transfer of the Packaging Films Business Undertaking to JPFL Films, a wholly-owned subsidiary of JPFL by way of a “Slump Sale” on “Going Concern” basis. Along with this, JFIL will also transfer its packaging film business to JPFL Films by way of a “Slump Sale” on “Going Concern” basis.

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Aniruddha Jain