Zuari Group's attempts to create the biggest private producer of Fertilisers

“Transfer of Identified shares from ZACL to ZMPPL is a precondition for approval of the merger transaction”

- Anirudha Jain

Recently Adventz (Zuari) Group announced consolidation of its two group listed entities. One of its listed companies is entirely controlled by Adventz Group while other being jointly controlled with OCP, Morocco (Morocco government entity).

MANGALORE CHEMICALS & FERTILIZERS LIMITED (hereinafter referred to as the "Transferor Company" or "MCFL"), is inter alia engaged in the business of manufacture, purchase, import and sale of fertilizers. The Equity Shares of MCFL are listed on the nationwide stock exchanges. MCFL is controlled by Zuari Agro Chemicals Limited which owns 54.03% equity shares of MCFL.

PARADEEP PHOSPHATES LIMITED (hereinafter referred to as the "Transferee Company" or "PPL") is inter alia engaged in the business of manufacture and sale of di-ammonium phosphate, complex fertilizers of NPK grades, urea, zypmite (gypsum-based product) and trading of fertilizers, ammonia, phospho-gypsum, and other similar materials ancillary or incidental thereto. The Equity Shares of PPL are listed on the nationwide stock exchanges.

PPL is controlled by Zuari Maroc Phoshates Private Limited (ZMPPL) which owns 56.08% equity shares of PPL is a joint venture (50:50%) between Zuari Agro Chemicals Limited and Maroc Phosphore S.A., Morocco.

Till 2022, PPL earlier was a joint venture between government of India & ZMPPL. In 2022, the equity shares of PPL got listed through initial public offering and the Government of India took exit from the company. In the same year, it also completed acquisition of "Goa Fertiliser Plant" of Zuari Agro Chemicals Limited on a slump sale basis.

The Proposed Transaction The Board of Directors of MCFL & PPL at their respective board meetings approved a composite scheme of arrangement (scheme) which inter alia provides for two key transactions: a.