Two subsidiaries to merge with India Cements

New Delhi February 28, 2014:- Listed Trinetra Cement and unlisted Trishul Concrete Products Ltd. will be merged with The India Cements Ltd. (ICL). Both are subsidiaries of ICL.

The board of ICL, which met here on Wednesday, approved the amalgamation of the two subsidiaries with itself.

The amalgamation, however, is subject to regulatory and other approvals.

ICL holds 61.22 per cent stake in Trinetra, which has a paid-up capital of Rs. 4.47 crore. ICL holds control in Trinetra through its fully-owned subsidiary ICL Financial Services Ltd.

ICL has 88.4 per cent stake in the Rs. 2.18-crore paid-up capital of Trishul Concrete through its wholly-owned subsidiaries.

Under the scheme of amalgamation, the `appointed date for the merger’ is January 1, 2014.

The Trinetra merger will have a swap ratio of two equity shares of ICL for every nine shares of Trinetra. In the case of Trishul, the merger will have a swap ratio of seven equity shares of ICL for three shares of Trishul.

Consequent to the merger scheme, the shares held by ICL in these two companies will get cancelled, and the total number of equity shares to be issued to the remaining shareholders will be around 9.75 laksh shares, implying a dilution of around 0.32 per cent by ICL.

Post-merger, the paid-up capital of ICL will marginally increase to Rs.308.15 crore from the current Rs.307.18 crore.

Trinetra (formerly Indo-Zinc Ltd.) was incorporated on March 12, 1987, as a private limited company. It was converted into a public limited company in 1992. It came under the ICL fold in 2009-10 when ICL Financial Services Ltd. acquired 60.89 per shares in Trinetra. The Banswara plant in Rajasthan of Trinetra went on stream in 2011-12. The plant has a capacity of 1.5 million tonnes. It also has a captive power plant of 20-MW capacity. Trinetra reported a turnover of Rs. 443 crore for the year ended March 2013, and EBIDTA (earnings before interest, depreciation, tax and amortisation) of Rs. 84.33 crore.

Trishul Concrete has a capacity to make 12.3 lakh cubic meters of ready-mix, which is marketed under Coromandel Concrete. It has eight plants across the South. Trishul reported a turnover of Rs.120 crore and EBIDTA of Rs.2.42 crore for the year ended March 2013.

The external debt in the books of Trinetra and Trishul stood at Rs. 283 crore as on March 31, 2013.

The merger of the two arms, sources said, was in line with the ICL strategy to strengthen the operations of its core business, and create value for stake-holders.