DCM Shriram Industries Limited Demerger/Spin-off/ Restructuring:

• Scheme of arrangement: The Company has approved a composite scheme of arrangement that involves the merger of Lily Commercial Private Limited (the Transferor Company) into the Company, followed by the demerger of two business verticals of the Company, i.e., chemical undertaking and rayon undertaking (including defence and engineering projects) into two existing companies, while the residual undertaking comprising of sugar, alcohol, and power would be retained in the Company.

Simple Words:

The plan involves:

• Merging with Lily Commercial Private Limited: This is a private company that invests in the Company and is owned by the same promoters. The Company will issue new shares to the shareholders of Lily Commercial Private Limited in exchange for their shares. This will simplify the promoter shareholding structure and eliminate shareholding tiers.

• Demerging into three separate companies: The Company will split its three business verticals, i.e., chemical, rayon, and sugar, into three different companies. The chemical business will go to DCM Shriram Fine Chemicals Limited, the rayon business (including defense and engineering projects) will go to DCM Shriram International Limited, and the sugar business (including alcohol and power) will remain with the Company. The shareholders of the Company will get an equal number of shares in each of the three companies. This will allow each business to have more focus, efficiency, flexibility, and growth potential.

So, After this restructuring, there will be 3 separate companies:

1. DCM Shriram Fine Chemicals Limited. { will have the chemical business.}
2. DCM Shriram International Limited. { the rayon business (including defense and engineering projects)}
3. DCM Shriram Industries Limited. { the sugar business (including alcohol and power)}

• Share exchange ratio: The Company will issue equity shares to the shareholders of the Transferor Company and the Resultant Companies in the ratio of 1:1 and 1:1, respectively, based on the valuation reports and fairness opinions provided by independent valuers and consultants.

• Rationale for the Scheme: The Scheme is expected to provide greater management focus, operational efficiency, financial flexibility, shareholder value, and business growth for each of the demerged undertakings, as well as streamlining the promoter shareholding and facilitating succession planning.

• Approvals and disclosures: The Scheme is subject to the approvals of the shareholders, creditors, regulators, and tribunals of the companies involved in the Scheme, and the disclosures required under the applicable laws and regulations. The Resultant Companies are proposed to be listed on the stock exchanges upon the completion of the Scheme.

Scheme Document Attached Here.

Please advise the Author?

My biggest worry is negative cash flows. What’s your take on that observation? Along with the investor presentation, the management should hold regular con calls for better visibility. Thanks.