As per an order dated 6^th December, 2019, the National Company Law Tribunal, Kolkata Bench, Merino Group has been granted the permission to seek shareholder approval for a Merger and Amalgamation scheme of its 6 subsidiaries/associates. One of the group’s subsidiary, Merino Industries Limited, is India’s largest exporter and manufacturer of Laminates.

The Merger and Amalgamation scheme is as follows:

Part I: Demerger of Real Estate Business of Merino Exports Private Limited (MEXPL) into Merino Properties Private Limited (MPL) and merger of MEXPL into Merino Industries Limited (MIL).

• MPL, shall issue and allot to each shareholder of MEXPL 1 (one) equity share of ₹ 10 each of MPL credited as fully paid up for every 1 (one) equity share of ₹ 10 each held by such shareholder in MEXPL such that the share capital of MPL shall a mirror image of the share capital of MEXPL.
• MIL, shall issue and allot each shareholder of MEXPL 678 (six hundred & seventy eight) equity shares of ₹ 10 each of MIL credited as fully paid up for every 10 (ten) shares of ₹ 10 each held by such shareholder in MEXPL.

Part II: Demerger of IT & Software Business of Merino Services Limited (MSL) into Merino Consulting Services Limited (MCSL) and merger of MSL into MIL;

• MCSL, shall issue and allot to each shareholder of MSL 1 (one) equity share of ₹ 10 each of MCSL credited as fully paid up for every 1 (one) equity share of ₹ 10 each held by such shareholder in MSL such that the share capital of MPL shall a mirror image of the share capital of MSL.
• MIL, shall issue and allot each shareholder of MSL 21 (twenty one) equity shares of ₹ 10 each of MIL credited as fully paid up for every 10 (ten) shares of ₹ 10 each held by such shareholder in MSL.

Part III: Merger of Merino Panel Products Limited (MPPL) into MIL.

MIL, shall issue and allot to each shareholder of MPPL 52 (fifty two) equity shares of ₹ 10 each of MIL credited as fully paid up for every 25 (twenty five) equity shares of ₹ 10 each held by such shareholder in MPPL.

The shares held between MEXPL and MIL will be cancelled and no shares will be issued in respect thereof. The shares held between MSL and MIL will be cancelled and no shares will be issued in respect thereof.

The Scheme will result in focused management of the respective businesses ad undertakings of Merino group leading to optimum growth and development of the respective businesses being set up with greater focus and attention. It will also result in streamlining the holding in various companies of Merino group thereby resulting in operational efficiencies, economies of scale, reduction in overheads and other expenses and optimum utilization of resources. As a result of this scheme, there will be an increase the revenue growth and reduction in costs, thereby having a positive impact on the Operating Profit of the group.