The two companies got listed on exchange separately. In addition to these two companies, the group have other entities present in different business. In a move to create the best welding company and consolidate market position, Ador Group announced consolidation of both entities. In this article we have studied various aspects relating to this merger including whether the merger creates value for public shareholders of both companies?
Ador Fontech Limited ("AFL" or "Transferor Company") is engaged in the business of 'Life enhancement of Industrial Components' which inter-alia includes providing products, services and solutions for reclamation, repairs and maintenance. The registered office of the company is situated in Bengaluru and its equity shares are listed on BSE Limited.
Ador welding Limited ("AWL" or "Transferee Company") is engaged in the business of business of manufacturing & selling of various products such as welding and cutting equipment, CNC machines, welding automation products as well as welding accessories. The Transferee Company is also engaged in the business of Flares & Process Equipment. The registered office of the company is situated in Mumbai and its equity shares are listed on BSE Limited and National Stock Exchange of India Limited.
The Transaction:
The Board of Directors of AWL & AFL approved a Scheme of Amalgamation which inter-alia provides for merger of AFL with AWL. The Appointed Date for the transaction is 1st April 2022 or such other date, as may be fixed or approved by Hon'ble National Company Law Tribunal or such other competent authority / Appropriate Authority. As registered office of both companies is situated in different states, AWL will file an application with Mumbai Bench of NCLT while AFL will file with Bengaluru Bench of NCLT.
Some of the Rationale for the merger as envisaged under the scheme:
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