Amber Enterprises India Limited, a leading manufacturer of air conditioners and related components, has announced the merger of its wholly-owned subsidiary, AmberPR Technoplast India Private Limited, as part of a broader strategy to streamline operations and enhance efficiency. This move marks a significant milestone for both companies, enabling them to consolidate their resources and further strengthen their position in the consumer durables and air conditioning components sector.

Details of the Amalgamation

The scheme of amalgamation involves the merger of AmberPR Technoplast (Transferor Company) with Amber Enterprises India Limited (Transferee Company). The transferor company is primarily involved in the manufacturing of cross-flow fans, fan guards for air conditioners, and plastic parts for various industries. On the other hand, Amber Enterprises specializes in a wide range of air conditioning components, along with components for consumer durables and automobiles.

The turnover and net worth of the companies as of 31st March 2024 are as follows:

 1. AmberPR Technoplast India:

  ▪ Turnover: ₹120.92 crore

Net Worth: ₹29.23 crore

 2. Amber Enterprises India Limited:

  ▪ Turnover: ₹4,504.67 crore

  ▪ Net Worth: ₹1,713.97 crore

This merger aligns with Amber Enterprises' broader goal of simplifying its corporate structure and leveraging operational synergies between both companies, which are engaged in related business areas.

Rationale for the Merger

The merger between AmberPR Technoplast and Amber Enterprises is driven by several key factors:

 1. Reduction of Compliance Costs: By merging its subsidiary, Amber Enterprises aims to reduce legal and regulatory compliance costs, simplifying record-keeping and achieving significant cost savings in overheads, administrative, and managerial expenses.

 2. Operational Synergies: Combining the operations of the two companies will help the merged entity capitalize on economies of scale. The companies can streamline processes, increase organizational efficiency, and improve their ability to compete in an increasingly competitive market.

 3. Focus on Organic and Inorganic Growth: The merger will allow Amber Enterprises to manage its operations more efficiently, creating opportunities for further organic and inorganic growth. This, in turn, is expected to maximize shareholder value.

The management of Amber Enterprises has emphasized that the proposed amalgamation is in the best interest of all stakeholders. It will not adversely affect the directors, key management personnel, promoters, non-promoter members, creditors, or employees of the companies.

Regulatory and Shareholding Aspects

There is no cash consideration involved in this merger, as AmberPR Technoplast is a wholly-owned subsidiary of Amber Enterprises. Following the scheme of amalgamation, all shares held by Amber Enterprises in its subsidiary will be canceled. Therefore, no shares will be issued, and there will be no change in the shareholding pattern of the transferee company.

This merger does not fall within the purview of related party transactions due to its structure, as clarified by the General Circular No. 30/2014 issued by the Ministry of Corporate Affairs. Additionally, it complies with SEBI Regulations as the related party transaction provisions are not applicable.

Business Synergies and Future Outlook

AmberPR Technoplast has been instrumental in producing components like cross-flow fans and plastic parts for air conditioners and other industries. By integrating these capabilities, Amber Enterprises can offer a more comprehensive product range, improving the company's supply chain and ensuring greater control over manufacturing processes.

The merger is set to enhance production capabilities, optimize resources, and drive further growth in Amber Enterprises' already expansive portfolio, which includes air conditioners, auto components, and consumer durables.

The integration of AmberPR Technoplast will also strengthen Amber Enterprises’ competitive advantage, enabling it to deliver cost-effective and high-quality products across various sectors. By consolidating operations, Amber Enterprises is positioning itself to respond more effectively to market demands while reducing operational costs.

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This merger reflects Amber Enterprises' ambition to enhance its operational efficiencies and grow its business while maintaining a strong foothold in the competitive air conditioning components and consumer durables market.