Key Quantitative Figures

  • Acquisition of 3,943,509 equity shares of Archidply Industries Limited
  • Represents 19.85% of total share capital
  • Acquisition price: Not applicable (off-market inter-se transfer)
  • SEBI fee paid: ₹150,000 via demand draft no. 117117 dated July 04, 2026
  • Pre-acquisition holding of Shree Shyam Tea: 277,900 shares (1.40%)
  • Post-acquisition holding of Shree Shyam Tea: 4,221,409 shares (21.25%)
  • Total share capital of Target Company: 19,865,000 equity shares of ₹10 each

Dates of Action

  • Date of acquisition: June 05, 2026
  • Regulation 10(6) report filed with NSE: June 06, 2026
  • Regulation 10(6) report filed with BSE: June 11, 2026
  • Regulation 10(7) report filed with SEBI: July 06, 2026

Parties Involved

  • Acquirer: Shree Shyam Tea Private Limited (Promoter of Archidply Industries)
  • Seller: Vanraj Suppliers Private Limited (Promoter of Archidply Industries)
  • Target Company: Archidply Industries Limited
  • Regulatory authorities: SEBI, NSE, BSE, National Company Law Tribunal (Guwahati Bench)

Purpose and Rationale

The acquisition was made pursuant to a Scheme of Amalgamation between promoter group companies (Vanraj Suppliers Private Limited and Shree Shyam Tea Private Limited) approved by the National Company Law Tribunal, Guwahati Bench vide order dated April 13, 2026.

Financial and Operational Impact

  • No cash consideration involved in the transaction
  • Pure share swap arrangement under the amalgamation scheme
  • The scheme was accounted using Pooling of Interest Method as per Accounting Standard-14
  • Appointed date for the amalgamation: April 01, 2025 (as modified by NCLT)

Capital Structure Impact

  • Vanraj Suppliers Private Limited's entire holding of 3,943,509 shares transferred to Shree Shyam Tea Private Limited
  • Shree Shyam Tea's holding increased from 1.40% to 21.25%
  • No change in total share capital of Archidply Industries Limited (remains 19,865,000 shares)

Court Approval Details

The Scheme of Amalgamation was approved by the Hon'ble National Company Law Tribunal, Guwahati Bench in Company Petition (CAA) No. 4/GB/2021 connected with Company Application (CAA) No. 1/GB/2021 through order dated April 13, 2026. The exchange ratio was fixed at 1 equity share of Shree Shyam Tea Private Limited for every 16 equity shares of Vanraj Suppliers Private Limited.

Post-Transaction Shareholding

After implementation of the scheme, the persons holding voting rights in the combined entity remain the same as before the implementation, satisfying the conditions under Regulation 10(1)(d)(iii). Key shareholders include DD Daga (4.49%), Usha Daga (1.47%), Shyam Daga (12.89%), Rajiv Daga (2.60%), Assam Timber Products Pvt. Ltd. (76.25%), and The Mysore Chipboards Ltd (2.31%).

Compliance Status

  • All conditions under Regulation 10(1)(d)(iii) complied with
  • Disclosures under Regulation 29(2) and 10(6) filed within stipulated timelines
  • No cash component in consideration (100% share-based)
  • Same persons hold at least 33% voting rights post-amalgamation

#Tags: #ArchidplyIndustries #SEBIDisclosure #TakeoverRegulations #CorporateRestructuring #RegulatoryCompliance #Neutral