https://www.bseindia.com/xml-data/corpfiling/AttachLive/62279cca-2887-4e68-a632-bd1def8d9c23.pdf
Please also click ;-
https://www.bseindia.com/xml-data/corpfiling/AttachLive/451de72b-7453-4f15-8a15-7c13e5350b99.pdf
Shareholders of Dalmia Bharat Refractories are very upset regarding the clever route taken its Management to deprive its public shareholders the benefit of windfall value unlocking .
Dalmia Bharat Refractories plans to sell its refractories business to RHI Magnesita India - formerly named Orient Refractories Ltd for about Rs.1700 crore in a share swap deal.
But the Management of Dalmia Bharat Refractories instead of selling its assets directly to RHI Magnesita plans
1 first to transfer its business to its wholly owned subsidiary-Dalmia OCL Ltd.
2 Then Dalmia OCL would sell these assets to RHI Magnesita.
This would deny the public i.e. Non Promoter shareholders of actual owner Dalmia Bharat Refractories the benefit of the windfall profit / value unlocking of this sale to RHI Magnesita.
Shareholders of Dalmia Bharat Refractories would not get any financial benefit of these windfall profits
Further ,at the time of recent merger proceedings at NCLT Chennai ,of Dalmia Refractories with Dalmia Bharat Refractories , Promoters had dropped this transfer of assets to subsidiary - Dalmia OCL move after public shareholders opposed this .
It was on their assurance that there would be no transfer of assets to a step down subsidiary that the shareholders approved the merger.
There is no provision of such transfer to its subsidiary in NCLT Chennai's Merger order.Any move to transfer to subsidiary its assets would render the recent Merger of Dalmia Refractories with Dalmia Bharat Refractories liable to be declared null and void and lead to status quo ante prior to Merger
Shareholders of Dalmia Bharat Refractories , now , want ;-
1. Dalmia Bharat Refractories should conduct this sale to RHI Magnesite directly and not via subsidiary Dalmia OCL route.
2 The sale consideration is around Rs 1700 crore. Share capital , post merger , of Dalmia Bharat Refractories is around Rs.40 crore i.e. 4 crores of Rs.10 each, the value of 1 share of Dalmia Bharat Refractories is Rs.425 plus per share value of its holding of shares of Dalmia Bharat. So the NAV of 1share of Dalmia Bharat Refractories 1 is around Rs 500.
3 Shareholders of Dalmia Bharat Refractories should directly get shares of RHI Magnesita in the share swap deal.
4 Shares of Dalmia Bharat Refractories be listed immediately in BSE, as per the assurance given during NCLT , Chennai proceedings
4 For justice , shareholders of Dalmia Bharat Refractories , would approach NCLT Chennai AND company Law Board along with BSE where shares of RHI Magnesita are listed and CSE and Metropolitan Stock Exchange where shares of Dalmia Bharat Refractories are currently listed
Blog Gratitude to ;
Mr. Vijay , Jalandhar
m m 7009409142
himanshusoi478@gmai
OLD POSTS- For Informational Purposes
November 19, 2022
Dalmia Bharat Refractories to Transfer Business to Subsidary- Shareholders Plan Legal Action Against Transfer
For the Notice of Transfer of all business to wholly owned subsidiary please click ;-
https://www.msei.in/ListingData/2022/DALMIARF/AN/221118_DALMIARF_AN_01.pdf
---------------------
At the time of recent merger of Dalmia Refractories with Dalmia Bharat Refractories , Promoters had dropped this transfer move.
It was on their assurance that their would be no transfer of assets to a step down subsidiary that the shareholders approved the merger.
There is no provision of such transfer in NCLT Chennai's order.
After getting the merger through ,Dalmia Bharat Refractories have again initiated this merger move.
Shareholders are taking the issue with SEBI . NCLT Chennai ,Metropolitan Stock Exchange and Calcutta Stock Exchange
---------------------------
Blog Credit to ;-
Mr. Vijay, Jalandhar , m 7009409142
himanshusoi478@gmail.com
-----------------
Blog Comments
OLD POST - PRE MERGER
OLD POST
April 07, 2021
Dalmia Refractories - Victory For Public Shareholders- Fresh Date to be Announced
Shareholders thank the Management for Revising the Terms of Merger
------------------------------------------
1 .
Please refer to Para 1 Page 1 of the Intimation letter dt. 05/04/2021
As demanded by Public shareholders , Dalmia Refractories have dropped the move to transfer the entire business of the merged manufacturing entity Dalmia Bharat Refractories Limited to its Subsidiary Company namely Dalmia OCL Limited i.e. DOL.
THIS MEANS THAT THE MERGED ENTITY DALMIA BHARAT REFRACTORIES LTD WOULD NOT BECOME MERELY A HOLDING CO.
DALMIA BHARAT REFRACTORIES LTD WOULD BE THE FINAL MANUFACTURING CO.
SHARES OF DALMIA BHARAT REFRACTORIES LTD WOULD BE LISTED .
------------------
2 .
BSE Listing to be CONSIDERED
Please refer to Para 6 ;7 of Page no. 22 of the Revised Scheme attached with Intimation Letter dt . 05/04/2021
----------
Fresh Date of NCLT CONVENED Meeting to be Announced
Please refer to Last Para , Page 2 of Intimation Letter dt. 05/04/2021
---------------------------------
DOWN LOAD intimation letter / revised Scheme
First click ;-
https://www.msei.in/markets/equity/get-quotes/default?symbol=DALMIAREF&series=EQ
Then for PDF Download
Disclosure U/R 30 Of SEBI (LODR) Regulations 2015
06-Apr-2021
----------------
Congratulations to Shareholders
----------------------
Credit for information / Blog Gratitude to ;
Mr. Vijay , Jalandhar
m m 7009409142
himanshusoi478@gmail.com
==================
OLD POST-
NOW RELEVANT ONLY FOR INFORMATIONAL PURPOSES
------------------------
Shareholders of Dalmia Refractories should vote in favour of the merger as . it appears , this would lead to better market rate of their shares .
BUT THEY SHOULD DEMAND FOLLOWING AMENDMENTS / CHANGES
1 They should demand that the Merged New Company Dalmia Bharat Refractories Limited i.e. DBRL must be listed in NSE / BSE . The current provision of listing of the Merged New Company in Metropolitan Stock Exchange and Calcutta Stock Exchanges is meaningless as both Metropolitan Stock Exchange and Calcutta Stock Exchanges do not have any Equity Trading .
2 . As per the current / circulated Scheme the merged operations of Dalmia Refractories and OCL Refractories would first come under Dalmia Bharat Refractories Limited- DBRL and then there would be a TRANSFER of the entire business to DBRL's Subsidiary Company namely Dalmia OCL Limited i.e. DOL
----------------
IMPORTANT IMPLICATIONS
A. Thus Dalmia Bharat Refractories Limited i.e. DBRL would become ONLY a HOLDING company.
B .Current Shareholders of Dalmia Refractories are getting shares of Dalmia Bharat Refractories Limited i.e. DBRL
C- Only Dalmia Bharat Refractories Limited i.e. DBRL i.e. Holding Company 's shares would be listed
THERE SHOULD BE NO TRANSFER OF ANY BUSINESS TO DALMIA OCL LIMITED
THIS LAST PART OF THE TRANSFER SHOULD BE DROPPED FROM THE WHOLE SCHEME
--------
Making the Listed Dalmia Bharat Refractories Limited i.e. DBRL only a HOLDING COMPANY is not in the interest of Non Promoter Shareholders .
It may be suiting the Promoters
--------------
Steps to be taken by Dalmia Refractories shareholders;-
FIRST --PLEASE REGISTER YOURSELF WITH YOUR WITH YOUR OBJECTIONS BETWEEN 07/04/2021 - 9 AM TO 09/04/2021 - 5 PM
For full procedure
Page 6 ,Point 24 , Sub point 5 of PDF Notice
For PDF Notice first click ;-
https://www.msei.in/markets/equity/get-quotes/default?symbol=DALMIAREF&series=EQ
Type Dalmia Refractories Limited
then for Download please click ;-
Notice
15-Mar-2021
then
click on Notice of Meeting For Shareholders on page 2 ----
Page 6 ,Point 24 , Sub point 5 of PDF Notice
-------------
Video Court Meeting
20/04/2021 10M
E Voting from 12 /04 /21 - 9 AM TO 19/04/201 5 PM
PLEASE VOTE IN FAVOUR OF THE SCHEME
-----------------
For COMPLETE MERGER SCHEME PDF Notice first click ;-
https://www.msei.in/markets/equity/get-quotes/default?symbol=DALMIAREF&series=EQ
Type Dalmia Refractories Limited
Notice
15-Mar-2021
then
click on Notice of Meeting For Shareholders on page 2-----------------
January 28, 2020
Dalmia Refractories Merger Update
https://www.msei.in/ListingData/2020/DALMIAREF/AN/200103_DALMIAREF_AN_01.pdf
It appears some shares of Dalmia Refractories are available with Dealers of Rare Indian Shares (Please Recheck this ).
General Warning : Investment in Shares Can be Injurious to Your WEALTH
Disclosure
: The Blog writer in his / family names has holdings in this Company
So please make suitable " provisions " for any likely Over Optimism
NB
:All information given in good faith. Please recheck every point before
taking any investment decision. No responsibility with this Blog or
Blog Writer.
No comments:
Post a Comment