Demerger

The Company viz., Tube Investments of India Limited [CIN: L35100TN2008PLC069496] (formerly known as, TI Financial Holdings Limited) was incorporated on October 6, 2008 under the Companies Act, 1956 in the State of Tamil Nadu as a wholly-owned subsidiary of the erstwhile Tube Investments of India Limited, a public limited company incorporated under the Indian Companies Act, 1913 on 9th September, 1949.

Pursuant to a Scheme of Arrangement under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 [as per details below], sanctioned by the Hon’ble National Company Law Tribunal, Chennai, by its Order dated 17th July, 2017, the Manufacturing Business Undertaking of the erstwhile un-demerged Tube Investments of India Ltd., being the Demerged Company under the said Scheme of Arrangement was vested in/transferred to this Company as the Resulting Company under the said Scheme of Arrangement. The Company has manufacturing locations across the Country and has three product segments namely, Cycles and Accessories, Engineering and Metal Formed Products.

The name of the Company was changed as ‘Tube Investments of India Limited’ vide the Fresh Certificate of Incorporation pursuant to Change of Name issued by the Registrar of Companies, Tamilnadu, Chennai on 10th August, 2017.

The Company’s equity shares are listed on Stock Exchanges viz., the BSE Ltd. (Stock Code: 540762) and the National Stock Exchange of India Ltd (Scrip Symbol: TIINDIA), while its secured redeemable non-convertible debentures are listed on WDM segment of the NSE.

About the Scheme of Arrangement

The Scheme of Arrangement (“the Scheme) for demerger was presented under Sections 391 to 394 of the Companies Act, 1956 (corresponding to Section 230 to Section 232 of the Companies Act, 2013) and other applicable provisions of the Companies Act, 2013 with effect from the Appointed Date i.e. April 1, 2016 in order to segregate the Manufacturing Business and Financial Services Business of the Demerged Company, by demerging the Manufacturing Business Undertaking of the Demerged Company viz., the erstwhile, un-demerged Tube Investments of India Limited (presently, TI Cholamandalam Holdings Limited) into a separate entity and vest with the Resulting Company viz., the present Tube Investments of India Limited. The Company on a going concern basis with a mirror image shareholding. Both the companies are part of the Murugappa Group.

The Scheme provided for transfer and vesting of the Manufacturing Business Undertaking of the Demerged Company into the Resulting Company, as a going concern, in compliance with Section 2(19AA) of the Income-tax Act, 1961.

The Scheme was sanctioned by the National Company Law Tribunal, Chennai Bench vide its Order dated 17th July, 2017 and a copy of the same was filed with the Registrar of Companies, Tamilnadu, Chennai on 1st August, 2017 making the Scheme effective from 1st August, 2017 (“Effective Date”) and operative from the Appointed Date viz., 1st April, 2016.

Upon the Scheme becoming effective

The main objects clause of the Memorandum of Association of the Demerged Company and the Resulting Company was amended to provide for the clauses as set out under the Scheme to facilitate the carrying on of investment business and manufacturing business respectively.
The face value of the equity share of the Demerged Company was reduced from Rs.2 to Re.1.
The Resulting Company issued and allotted 1 fully paid up Equity Share of Re.1 each of the Resulting Company for every 1 fully paid up equity share of Rs.2 each held in the Demerged Company.
Existing 11 lakh equity shares of Re.1 of the Resulting Company held by the Demerged Company was cancelled.
Names of the Demerged Company and the Resulting Company were changed from “Tube Investments of India Limited” and “TI Financial Holdings Limited” to “TI Financial Holdings Limited” and “Tube Investments of India Limited” respectively.