Key Quantitative Figures
- JSCEL allotted 9,65,06,610 (Nine Crore Sixty-Five Lakh Six Thousand Six Hundred and Ten) new equity shares of face value ₹10 each to the shareholders of VLS.
- The entire pre-Scheme paid-up share capital of JSCEL, comprising 1,000 (One Thousand) equity shares of ₹10 each, was cancelled and reduced.
- The Share Entitlement Ratio was 1:1, meaning one new JSCEL share for every one VLS share held.
Parties Involved
- Demerged/Amalgamated Company: Veranda Learning Solutions Limited (VLS)
- Amalgamating Company: Veranda XL Learning Solutions Private Limited (VXLS)
- Resulting Company: J.K. Shah Commerce Education Limited (JSCEL)
- Regulatory Authorities: BSE Limited (Scrip Code: 543514) and National Stock Exchange of India Limited (Symbol: VERANDA)
- Company Officers: S. Balasundharam, Company Secretary & Compliance Officer of VLS (ACS-11114); S. Kailash, Company Secretary & Compliance Officer of JSCEL (A74868)
Purpose & Rationale
The actions were undertaken pursuant to the approved Composite Scheme of Arrangement under Sections 230 to 232 of the Companies Act, 2013.
Capital Structure Impact
- The capital structure of JSCEL was fundamentally altered.
- The old capital (1,000 shares held entirely by VLS) was cancelled.
- New capital of 9.65 crore shares was issued to the shareholders of VLS, directly changing the ownership pattern and ending VLS's 100% ownership.
Next Steps
JSCEL is required to obtain listing and trading permissions for the newly allotted equity shares from BSE Limited and the National Stock Exchange of India Limited. The allotted shares will remain frozen until such permissions are granted.