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Arihant Capital Markets Ltd has achieved a crucial milestone in its corporate restructuring journey by obtaining board approval for the draft Composite Scheme of Arrangement. The scheme outlines a comprehensive reorganization plan involving multiple Arihant group companies aimed at streamlining business operations, fostering focused growth, and unlocking shareholder value. The scheme is envisioned to create two listed entities specializing in distinct financial services, enhancing strategic clarity and operational efficiency.
Key Highlights of the Board-Approved Draft Scheme of Arrangement
The draft scheme involves amalgamation of Arihant Financial Services Limited (AFSL) into Arihant Capital Markets Limited (ACML), effectively merging a wholly owned subsidiary into the parent company without issuing new shares.
It also proposes the demerger of a defined Demerged Undertaking of ACML into Arihant Elite Financial Solutions Limited (AEFSL) on a going concern basis.
In return, AEFSL will issue equity shares to ACML shareholders in a 1:1 ratio, ensuring seamless equity transfer without dilution.
The Merchant Banking Business and Distribution Business will be transferred from AEFSL to Arihant Investment Banking Services Limited (AIBSL) and Arihant Money Marvel Wealth Management Limited (AMMWML) respectively, for cash consideration based on valuations by a registered valuer.
The scheme is subject to approvals from shareholders, creditors, National Company Law Tribunal (NCLT), Securities and Exchange Board of India (SEBI), stock exchanges, Reserve Bank of India (RBI), and other regulatory authorities.
Rationale Behind the Corporate Restructuring
Business Segregation for Focus: Over time, ACML has diversified into several financial services verticals. The reorganization intends to carve out focused entities for Retail Broking (ACML) and Non-Banking Financial Company (NBFC) operations with subsidiaries in Merchant Banking and Distribution (AEFSL) to enhance corporate governance and operational efficiency.
Creation of Two Listed Entities: The restructuring will result in listed entities specialized in their respective domains, enabling independent strategic positioning and valuation.
Unlocking Shareholder Value: Simplifying the corporate structure and eliminating cross-holdings allows shareholders greater clarity and choice, empowering investment decisions based on sector interests and risk appetite.
Enhanced Transparency and Governance: A clean and transparent structure with no circular shareholding improves accountability and facilitates attracting suitable investors, strategic partners, and talent.
Operational and Shareholder Impact
Existing shareholders of ACML will receive shares in AEFSL on a one-to-one basis, maintaining proportional ownership without cash consideration.
Employees of the demerged undertakings will continue on existing terms, ensuring continuity and stability in workforce relations.
Shareholding patterns in recipient companies AIBSL and AMMWML remain unchanged post-restructuring.
Cash considerations of Rs. 5.98 crores and Rs. 0.57 crores are involved for the transfers of Merchant Banking and Distribution Businesses respectively.
Next Steps and Approval Timeline
The scheme requires approval through a court-sanctioned meeting of shareholders and creditors, followed by necessary regulatory clearances.
The effectiveness of the scheme awaits the receipt of all relevant permissions and orders particularly from NCLT, SEBI, stock exchanges, and RBI.
Subsequent to final approvals, AEFSL is scheduled to be listed on major stock exchanges including BSE and NSE.
The restructuring will be executed legally through a slump sale and share exchange mechanism as stipulated in the scheme.
Conclusion: A Transformative Reorganization to Boost Arihant Group’s Market Position
Arihant Capital Markets Ltd’s board-approved draft scheme marks a well-calibrated step towards sharpening strategic focus, enhancing operational agility, and maximizing shareholder value. This restructuring aligns the Arihant group’s diverse financial services under distinct specialized entities, promoting governance excellence and empowering better capital market access. As approvals unfold, the market can anticipate a smoother structure fostering growth, innovation, and long-term stakeholder benefit.
Sources: NSE India Corporate Announcements, Business Standard, Economic Times, Arihant Capital Markets Ltd Filings
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