Oricon Enterprises Limited (OEL), the flagship company of Parijat Enterprises is currently in real estate, marine logistics, packaging, petrochemicals and automobile dealership. The company’s equity shares are listed on BSE & NSE and having market cap of around Rs. 922 crore.
In September 2006, OEL entered into a 30:70 joint venture with Navigate Mauritius Ltd. – a private equity investor, for its packaging division named as Oriental Containers Ltd (OCL) in which the packaging division was hived off. The company acquired 70% equity stake of JV partner on March 2015 making OCL Wholly Owned Subsidiary (WoS) of OEL.
OCL is largest manufacturer of metal and plastic closures having manufacturing facilities in the state of Maharashtra and Goa with aggregate capacity of 19.27 billion caps for bottles and Aluminium Collapsible Tubes (as per company’s records).
The NCLT has recently approved the Scheme of Amalgamation of Oricon Properties Private Limited 100% WoS of OEL, with OEL (‘the transferee company’).
OEL enters into two transactions simultaneously i.e.
- Slump sale by OCL to Oricon Packaging Ltd (OPL) and post that 51% stake to Pelliconi C& SPA
- Mergers of subsidiaries
We have analysed the impact of both as both are connected transaction.
Stake Sell in Step Down Subsidiary:
- Oricon Enterprises Ltd.’s 100% subsidiary Oriental Containers Ltd. proposes to transfer its closure business to its subsidiary company OPL which was formed in year 2017-18 only.
- For transfer of business OPL will issue equity shares 49,50,000 shares of face value Rs 10 each to OCL.
- OCL, post transfer of business will sell 51% equity shares of OPL to Pelliconi C & SPA, Italy (one of the world’s leading companies in the manufacture of Closures for the developed countries) on completion of conditions as per agreement at an Enterprise value of Rs 419.40 crore subject to adjustments as per Agreement.
- On completion of the transaction, Oricon Packaging Ltd, the joint venture company will have Pelliconi C & SPA with 51% stake and Oriental Containers Ltd at 49%.
Consolidation of Corporate Structure:
- To consolidate its corporate structure OEL proposes to merge its wholly owned subsidiaries Oriental Containers Ltd (Post Slump sale) and Shinrai Auto Services Ltd. having Appointed date of 1st April 2017 with OEL.
Note: Shinrai Auto Services Ltd (SASL) has transfer the businessof its Toyota dealership to Madhuban Motors as a going concern on a slump sale basis for a total consideration of Rs 28.35 crore, post transfer (have no other business) SASL will be merged into OEL. The transfer of Toyota Dealership business (assets and liabilities) is under process and the same will be completed in due course of time.
Post Consolidation Structure OEL will have following business:
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