NCLT Ahmedabad Approves Adicon Tiles Demerger Into Asian Granito Subsidiary

The National Company Law Tribunal at Ahmedabad has approved a Composite Scheme of Arrangement involving Asian Granito India Ltd (AGIL), the listed holding company of the Adicon group.

A coram comprising Judicial Member Shammi Khan and Technical Member Sanjeev Kumar Sharma allowed the petition under Sections 230 to 232 of the Companies Act, 2013, with an Appointed Date of October 16, 2023.

As part of the restructuring, the tiles manufacturing undertaking of Adicon Ceramica Tiles Pvt Ltd will be carved out and transferred to Adicon Ceramics Ltd, a wholly owned subsidiary of AGIL.

AGIL is not the demerged entity. It will, however, discharge the consideration. The listed parent will issue 1,060 equity shares of Rs.10 each for every 11 shares held by shareholders of the demerged company. No shares will be issued for shares already held by AGIL or its subsidiaries.

The Income Tax Department objected, contending that the scheme does not qualify as a tax-neutral demerger since the holding company, and not the resulting company, is issuing shares.

Noting that statutory requirements were met and that SEBI, BSE and NSE had no adverse comments, the Tribunal sanctioned the scheme.

For Applicants: Senior Advocate Saurabh Soparkar, with Advocate Swati Soparkar

For Income Tax Department: Senior Standing Counsel Amin Mir