NBI Industrial Finance Approves Share Allotment for Western India Commercial Merger

Team Finance Saathi

    31/Jan/2025

What's covered under the Article:

  1. NBI Industrial Finance issues 4,98,044 shares to Western India Commercial shareholders post-merger.
  2. The share swap ratio is 94:3 as per the NCLT order dated 28th November 2024.
  3. Shares to be credited in demat accounts and corporate actions finalized in compliance with SEBI regulations.

NBI Industrial Finance Company Limited (NBI) has successfully completed the allotment of 4,98,044 equity shares to the shareholders of Western India Commercial Company Limited after receiving approval from the National Company Law Tribunal (NCLT), Kolkata Bench. This step marks the final execution of the scheme of amalgamation sanctioned under Sections 230 to 232 of the Companies Act, 2013.

The Board of Directors at its meeting on January 30, 2025, approved the share allotment as per the NCLT order dated November 28, 2024. The allotted shares are fully paid-up, having a face value of ₹5 each, and will rank pari-passu with existing shares in all respects.

Key Highlights of the Share Allotment

  • Scheme Approval: The NCLT order sanctioned the merger of Western India Commercial into NBI Industrial Finance, requiring the company to allot shares based on a predefined share swap ratio.
  • Share Swap Ratio: For every three fully paid-up shares of ₹100 each held in Western India Commercial, shareholders received 94 fully paid-up shares of ₹5 each in NBI Industrial Finance.
  • Total Shares Issued: 4,98,044 equity shares were allotted to eligible shareholders.

Breakdown of Share Allotment

The list of major shareholders who received NBI shares post-merger is as follows:

Shareholder Shares Held in Western India Commercial Shares Allotted (Rounded Down)
Prashant Bangur 130 4,073
Harimohan Bangur 2,500 78,333
Rajkamal Devi Bangur 725 22,716
Shree Capital Services Ltd 4,425 1,38,650
Mannakrishna Investments Pvt Ltd 50 1,566
Asish Creations Private Ltd 3,555 1,11,390
The Oriental Insurance Company Ltd 2,000 62,666
Tanushree Logistics Pvt Ltd 2,475 77,550
NBI Industrial Finance - Unclaimed Securities Escrow A/C 35 1,096
Trustee for Fractional Entitlement - 4

Execution of Share Allotment and Regulatory Compliance

The Board of Directors has directed the Company Secretary to ensure the following:

  • Regulatory Filings: Submit necessary filings with NSE, SEBI, and the Registrar of Companies (RoC).
  • Dematerialization: Credit the allotted shares to shareholders' demat accounts.
  • Corporate Actions: Obtain necessary listing and trading approvals from stock exchanges.
  • Sale of Fractional Entitlements: The shares allotted to the trustee for fractional entitlements will be sold in the open market within 30 days, with the net proceeds distributed proportionately to eligible shareholders.

Impact on NBI Industrial Finance’s Market Position

The completion of the merger and equity share allotment strengthens NBI Industrial Finance’s financial structure by expanding its shareholder base and increasing market capitalization. This move also aligns with its long-term growth strategy, improving liquidity in its shares while adhering to corporate governance and regulatory compliance standards.

For investors and stakeholders, this development signifies a strong corporate action, likely to enhance the company's valuation and stock performance in the near future.

 


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