greenlam · 2019. 2. 13. · greenlam/2018-19 february13,2019greenlam. themanager, sselimited...

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Greenlam/2018-19 February 13, 2019 Greenlam The Manager, SSELimited Department of Corporate Services Floor 25, P.J.Towers, Dalal Street Mumbai - 400 001 FaxNo. 022-2272-3121/1278/1557/3354 Email: [email protected] The Manager, National Stock Exchange of India Ltd. Exchange Plaza, Bandra Kurla Complex, Bandra (E) Mumbai - 400 051 Fax No. 022-2659-8237/8238/8347/8348 Industries Limited Email: [email protected] BSEScrip Code: 538979 NSESymbol: GREENLAM Dear Sir/ Madam, SUB:OUTCOMEOF BOARD MEETING Pursuant to Regulation 30(2) read with Para A of Part A of Schedule III of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, this is to inform you that the Board of Directors of the Company in their meeting held on February 13, 2019 has approved to acquire 100% shares of Decolan SA, (a company incorporated in Switzerland) through Greenlam Asia Pacific Pte. Ltd., wholly owned subsidiary of the Company in Singapore. On completion of the aforesaid acquisition, Decolan SA will become a wholly owned (direct) subsidiary of Greenlam Asia Pacific Pte. Ltd. incorporated in Singapore and a wholly owned (step-down) subsidiary of Greenlam Industries Limited. The details as required under SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBICircular No. CIR/CFD/CMD/4/2015 dated 9 th September, 2015 are mentioned below: 51. No. Particulars Details a. Name of the target entity, details in Name: Decolan SA brief such as size, turnover etc. Authorized capital: CHF1,00,000 (Divided in to 100 bearer shares with a nominal value of CHF1000 each) Paid up capital: CHF1,00,000 (Divided in to 100 bearer shares with a nominal value of CHF 1000 each) Turnover (including commission and other income)! CHF2.86 million (as per the latest audited Financial Statements for the year ended December 31,2018.) b. Whether the acquisition would fall No, this acquisition would not fall within the ambit of related within related party transaction(s) party transaction. and whether the promoter/ promoter group/ group companies Further, none of the promoter, member of promoter group have any interest in the entity being and group companies have any interest in the entity being acquired? If yes, nature of interest acquired. and details thereof and whether the same is done at "arm's length"; Nature of Interest: Nil Transaction at arm's length: N.A. Registered Office. Makurr Road. Tmsukra Assam 786125 Corporate ldenntv Number L21016AS2013PLC011624 Greenlam Industries Limited 1501 . 1505. Narain Manzil 23. Barakhamba Road. New Deihl 110001. India Tel +91-011·42791399 Fax +91·011 42791330 Ernau Info(a:greenlam.com www.greenlamindustrles.com

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Page 1: Greenlam · 2019. 2. 13. · Greenlam/2018-19 February13,2019Greenlam. TheManager, SSELimited Department ofCorporate Services Floor25,P.J.Towers, DalalStreet Mumbai -400001 FaxNo.022-2272-3121/1278/1557/3354

Greenlam/2018-19February 13, 2019 GreenlamThe Manager,SSELimitedDepartment of Corporate ServicesFloor 25, P.J.Towers, Dalal StreetMumbai - 400 001FaxNo. 022-2272-3121/1278/1557/3354Email: [email protected]

The Manager,National Stock Exchange of India Ltd.Exchange Plaza, Bandra Kurla Complex,Bandra (E)Mumbai - 400 051FaxNo. 022-2659-8237/8238/8347/8348

Industries Limited

Email: [email protected]

BSEScrip Code: 538979 NSESymbol: GREENLAM

Dear Sir/ Madam,

SUB:OUTCOMEOF BOARDMEETING

Pursuant to Regulation 30(2) read with Para A of Part A of Schedule III of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, this is to inform you that the Board of Directors of the Companyin their meeting held on February 13, 2019 has approved to acquire 100% shares of Decolan SA, (a companyincorporated in Switzerland) through Greenlam Asia Pacific Pte. Ltd., wholly owned subsidiary of the Companyin Singapore.

On completion of the aforesaid acquisition, Decolan SA will become a wholly owned (direct) subsidiary ofGreenlam Asia Pacific Pte. Ltd. incorporated in Singapore and a wholly owned (step-down) subsidiary ofGreenlam Industries Limited.

The details as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 readwith SEBICircular No. CIR/CFD/CMD/4/2015 dated 9th September, 2015 are mentioned below:

51. No. Particulars Detailsa. Name of the target entity, details in Name: Decolan SA

brief such as size, turnover etc.Authorized capital: CHF1,00,000 (Divided in to 100 bearershares with a nominal value of CHF1000 each)

Paid up capital: CHF1,00,000 (Divided in to 100 bearershares with a nominal value of CHF 1000 each)

Turnover (including commission and other income)!CHF2.86 million(as per the latest audited Financial Statements for the yearended December 31,2018.)

b. Whether the acquisition would fall No, this acquisition would not fall within the ambit of relatedwithin related party transaction(s) party transaction.and whether the promoter/promoter group/ group companies Further, none of the promoter, member of promoter grouphave any interest in the entity being and group companies have any interest in the entity beingacquired? If yes, nature of interest acquired.and details thereof and whether thesame is done at "arm's length"; Nature of Interest: Nil

Transaction at arm's length: N.A.

Registered Office.Makurr Road. Tmsukra

Assam 786125Corporate ldenntv NumberL21016AS2013PLC011624

Greenlam Industries Limited1501 . 1505. Narain Manzil23. Barakhamba Road.New Deihl 110001. India

Tel +91-011·42791399Fax +91·011 42791330Ernau Info(a:greenlam.com

www.greenlamindustrles.com

Page 2: Greenlam · 2019. 2. 13. · Greenlam/2018-19 February13,2019Greenlam. TheManager, SSELimited Department ofCorporate Services Floor25,P.J.Towers, DalalStreet Mumbai -400001 FaxNo.022-2272-3121/1278/1557/3354

®

GreenlamIndustries Limited

c. Industry to which the entity being Decolan SAis engaged in trading, distribution, export-importacquired belongs; of decorative surfaces solutions and products such as High

Pressure Laminates, Compact panels and allied products.d. Objects and effects of acquisition Object: To serve the European market with faster deliveries,

(including but not limited to, better service and greater business efficiency, betterdisclosure of reasons for acquisition distribution control enabling expanded product line offeringof target entity, if its business is to the customers.outside the main line of business ofthe listed entity); Effect: Post such acquisition, Decolan SA will become a

wholly owned (direct) subsidiary of Greenlam Asia PacificPte. Ltd. incorporated in Singapore and a wholly owned(step-down) subsidiary of Greenlam Industries Limited.

The business of the target Company (Decolan SA) is notoutside the main line of business of the acquiring Company.

e. Brief details of any governmental or No approval of any governmental or regulatory is requiredregulatory approvals required for the for the acquisition.acquisition;

f. Indicative time period for completion By 30th June, 2019of the acquisition;

g. Nature of consideration - whether CashConsideration only.cash consideration or share swapand details of the same;

h. Cost of acquisition or the price at Up to an amount of CHF1 million only (or its equivalent).which the shares are acquired;

i. Percentage of shareholding/ control 100% shareholding of Decolan SAwill be acquired (i.e. 100I acquired and lor number of shares bearer shares of CHF1,000 each.)acquired;

j. Brief background about the entity Decolan SA was incorporated in Switzerland on 21st

acquired in terms of products/line of December, 2012.business acquired, date of

I incorporation, history of last 3 years Decolan SA is a wholesale trader, importer and exporter ofturnover, country in whic.h the decorative surfaces solutions and products such as Highacquired entity has presence and any Pressure Laminates, Compact panels and allied products.other significant information (in Decolan SA caters to several Market including Switzerland,brief); Italy, Netherland, Belgium, France, Sweden, Norway,

Croatia, Serbia, Bulgaria and Russia.

Turnover (including commission and other income) of last 3years is mentioned below:

Year Ended Turnover

I December 31, 2016 CHF3.48 millionDecember 31,2017 CHF3.21 millionDecember 31,2018 CHF2.86 million

Decolan SA has its head office in Switzerland and awarehouse in Italy.

Registered Office:Makum Road. Tinsukia.Assam 786125,Corporate Identity Number'L21016AS2013PLC011624

Greenlam Industries Limited1501 1505, Ner-emManzil.

23, Barakhamba RoadNew Deihl' 110001 . India

Tel +91 011·42791399Fax +91·011·42791330Ernatl mfo:••greenlam.com

www.greenlamindustrles.com

Page 3: Greenlam · 2019. 2. 13. · Greenlam/2018-19 February13,2019Greenlam. TheManager, SSELimited Department ofCorporate Services Floor25,P.J.Towers, DalalStreet Mumbai -400001 FaxNo.022-2272-3121/1278/1557/3354

This is for your information and record.Thanking You,Yours faithfully,

FOrGtPRAKAJKuM .'SWAlCOMPANY SECRETARY &

INDUSTRIES LIMITED

VICE PRESIDENT - LEGAL

Registered Office.Makum Road. Tinsukia.AssarP 786'25,Corporate Identlty Number'L21016AS2013PLC011624

~-.-----®GreenlamIndustries Limited

/*

Greenlam Industries limited130 1 • 13O:J.Naraln ManZiI.23 Barakhamba Road.New Deihl 110001 India

Tel +91 011·42791399Fax +91 011 42791330Emai .nfc. greenlam.l"'om

www.greenlamindustries.com