Lotte Cancelling Shares at INR 882.29

Document Summary

The document is a notice convening a meeting of equity shareholders of Lotte India Corporation Limited, pursuant to an order from the Hon'ble National Company Law Tribunal (NCLT), Ahmedabad Bench, dated August 30, 2024. The meeting is to consider and approve a proposed Scheme of Arrangement between Havmor Ice Cream Private Limited ("Transferor Company") and Lotte India Corporation Limited ("Transferee Company"), along with their respective shareholders and creditors.

Meeting Details:

• Date: Saturday, October 12, 2024
• Time: 02:00 P.M. (IST)
• Mode: Video Conferencing (VC) / Other Audio-Visual Means (OAVM)
• Venue: Virtual (Physical venue is inapplicable due to VC/OAVM mode)
• E-Voting: Remote e-voting from October 09, 2024 (09:00 A.M. IST) to October 11, 2024 (05:00 P.M. IST) and e-voting during the meeting on October 12, 2024.

Key Actions and Resolutions:

• Approval of the Scheme of Arrangement between Havmor Ice Cream Private Limited and Lotte India Corporation Limited.
• The Board is authorized to take all necessary actions to implement the Scheme, including modifications or amendments, and to delegate powers to Directors or officers.

Key Points Regarding the Scheme:

• Amalgamation of Havmor Ice Cream Private Limited (Transferor Company) into Lotte India Corporation Limited (Transferee Company).
• Reduction of share capital of the Transferee Company.
• Synergistic integration of business operations, consolidation of business, simplification of group structure, economies of scale, and brand awareness enhancement.
• Transferee Company to issue 1,679 equity shares for every 1,000 equity shares of the Transferor Company.
• Relevant Shareholders of the Transferee Company will be paid INR 882.29 per equity share for cancellation of shares.

Stakeholder Impact:

• Equity Shareholders: Post-amalgamation, shareholders of the Transferor Company become shareholders of the Transferee Company. Scheme has no adverse impact on the equity shareholders of either company.
• Key Managerial Personnel (KMPs) and Board of Directors: The KMPs and Board of Directors of the Transferee Company remain unchanged.
• Employees: All employees of the Transferor Company become employees of the Transferee Company on the same terms and conditions.
• Creditors: Creditors of the Transferor Company become creditors of the Transferee Company.

Important Procedures:

• Equity Shareholders, as of March 31, 2024, are entitled to vote.
• E-voting is available through NSDL (MAS Services Limited).
• A physical copy of the Notice and Scheme can be obtained by sending a request to compsecy@lotteindia.com.
• Quorum for the meeting is 15 Equity Shareholders.
• All documents referred to in the statement are available for inspection electronically and at the registered office.
• Questions should be sent in advance (7 days before the meeting) to compsecy@lotteindia.com.

Appointments:

• Mr. S.B. Gautam, Ex. Member, NCLT, is appointed as the Chairperson.
• Kamil Lokhandwala, Advocate, is appointed as the Scrutinizer.

Approvals:

• The Scheme is subject to the approval of the Tribunal and other regulatory authorities.

Shareholding Pattern (Pre-Scheme):

• Transferor Company: Primarily held by foreign individuals (99.99998%).
• Transferee Company: Primarily held by foreign bodies corporate (98.90%). Public shareholding is around 1.10%.

Debt:

• Secured Creditors of Transferor company 15,34,79,342.84 INR.
• Unsecured Creditors of Transferor company 51,84,96,141 INR.
• Unsecured Creditors of Transferee company 1,11,67,43,001 INR.

The document contains annexures with detailed information on the scheme of arrangement, financial statements of both companies, and other relevant documents. The board of directors recommends the Scheme for approval by the Equity Shareholders.