The pending scheme of merger raises some red flags for me. Wondering if anyone else has gone through it. These are my notes from the same:
| Date | Particulars | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| June, 22 | Amani trading and exports to be renamed and promoters to conduct a share swap for the new company EFC (I) ltd. | ||||||||
| Valuation for the swap arrived at 50 crs | |||||||||
| July, 22 | Warrants worth 24.5 crs also issued to new shareholders | ||||||||
| SEBI recorded a lapse in compliance regarding in-principal application for seeking shareholders approval done on June23, which shouldve been done on June-22 | |||||||||
| Aug,22 | Listing in NSE was approved | ||||||||
| Nov,22 | Company decided to incorporate a subsidiary in which they hold 51% called Whitehills Interior | ||||||||
| EFC Ltd is also a wholly owned subsidiary of EFC (I) | |||||||||
| Feb-23 | Stared a co-working space in Ahmedabad with 995 seats | ||||||||
| July-23 | Scheme of arrangement between EFC (I) and Whitehills | ||||||||
| EFC owned 51% stake, and rest promoters are the same as EFC | |||||||||
| This resulted in total promoter stake in the main company to hike from 54.9% to 69.08% | |||||||||
| Valuation report gave whitehills a value of 545 crs!!!, at a turnover of 4 crs, and incorporated under a year ago by the same company | |||||||||
| EFC (I) consolidated rev was 100 crs with a value of 587 crs | |||||||||
| 77 shares of EFC were given to 1 share of Whitehills, and the promoters bagged a cool 269 crs from this swap | |||||||||
| 37,73,000 equity shares issued at price of 713 | |||||||||
| https://www.bseindia.com/xml-data/corpfiling/AttachHis/e84adf22-1017-406d-b311-70b6b0149d1c.pdf | |||||||||
| Aug-23 | Stock split from face value of 10 to 2 | ||||||||
| Dec-23 | The Board at their meeting held on 20/07/2023 proposed a scheme of Amalgamation of the Subsidiary Company M/s. Whitehills Interior Limited with the Holding Company M/s. EFC (I) Limited and accordingly under Regulation 28 & 37 of SEBI (LODR) Regulations, 2015 read with SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 and SEBI Circular dated March 10, 2017, bearing reference number CFD/DIL3/CIR/2017/21 filed an application for In-principle Approval for the proposed Scheme on 05/08/2023. Presently, the In-principle Approval of the Scheme is pending before the Stock exchange. | ||||||||
| The Board in the meantime approached few Investors for the purpose of immediate need of the Funds for the company for the working capital requirements and other general corporate purposes. Considering the proposed issue of up to 97,07,383 equity shares of face value of Rs 2/- each and their full subscription by way of Preferential allotment of Shares there will be impact on the pending scheme. |
Disclosure: Not invested
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