ARTICLE
23 March 2017

Smart Demerger Of Multiple Business Divisions In The Most Tax Efficient Way

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Nexdigm Private Limited

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•Deepak Fertilisers and Petrochemicals Corporation Limited (DFPCL or the company) is a listed company with multiple large business verticals engaged in the chemical and fertilisers industry.
India Corporate/Commercial Law

Background

  • Deepak Fertilisers and Petrochemicals Corporation Limited (DFPCL or the company) is a listed company with multiple large business verticals engaged in the chemical and fertilisers industry.
  • DFPCL has three prominent business divisions:

- Industrial Chemicals (IC);

- Technical Ammonium Nitrate (TAN); and

- Fertilisers (Fertiliser).

  • SCM Fertichem Limited (SCM Fertichem) and Smartchem Technologies Limited (Smartchem) are Wholly Owned Subsidiaries (WoS) of DFPCL.
  • SCM Fertichem is involved in the business of manufacturing and trading of fertilisers, petroleum and their by-product chemicals.
  • Smartchem is engaged in the business of manufacturing and trading of ammonium nitrate and weak nitric acid.

For better realisation of businesses potential of DFPCL and its (WoS) companies, the Board of Directors of the Company approved the Scheme of Arrangement among DFPCL, SCM Fertichem and Smartchem on 29 March 2016.

According to the scheme:

  1. TAN and Fertiliser Division of DFPCL would be first transferred to SCM Fertichem by a slump exchange.
  2. Subsequently, SCM Fertichem would transfer these two divisions to Smartchem through a demerger.

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